Additional Indemnitors Sample Clauses

Additional Indemnitors. Any event shall occur or circumstance exist, other than a Change of Control, which materially interferes with or impairs the ability of the Additional Indemnitors to manage the day-to-day operations of each of the Credit Parties and such event or circumstance shall continue to exist for a period in excess of sixty (60) days; or
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Additional Indemnitors. INDEMNITORS acknowledge that this Agreement can be amended by the execution and delivery of a SUPPLEMENTAL SIGNATURE PAGE to add another PERSON as an INDEMNITOR to this Agreement and INDEMNITORS waive any and all notice in connection with the addition of additional INDEMNITORS, and further acknowledge the rights and obligations provided herein shall apply to all INDEMNITORS whenever made a party to this Agreement.
Sample 1Sample 2
Additional Indemnitors. Each of the Xxxxxxxxxxx Indemnitors agrees that it will not cause or permit the Estate to transfer, whether in one transfer or a number of transfers to a single transferee or a group of related transferees, any substantial amount of the property of the Estate, including, without limitation, (i) any shares of common stock of Amscan (the transfer of which is prohibited by the terms and conditions of the Voting Agreement prior to the Merger and thereafter will be subject to certain restrictions), (ii) any Merger Consideration (as defined in the Merger Agreement) received pursuant to the Merger (as defined in the Merger Agreement) and (iii) any direct or indirect proceeds of any of the foregoing or of any subsequent reinvestment thereof, unless, in each case, the transferee thereof agrees in writing for the benefit of Amscan to be jointly and severally liable with the Xxxxxxxxxxx Indemnitors pursuant to this Indemnification Agreement. Each of the Xxxxxxxxxxx Indemnitors agrees not to take any action (including any transfers of assets) which has the effect of frustrating or otherwise significantly diminishing any of the respective rights of, or protections afforded hereunder to, the parties to this Indemnification Agreement.
Sample 1Sample 2
Additional Indemnitors. Subject to and in accordance with the terms of the Credit Agreement, additional Subsidiaries of the Borrower may become parties hereto as additional Indemnitors (each an "Additional Indemnitor") by executing and delivering a Joinder to Environmental Indemnity (a "Joinder Agreement"), substantially in the form of Exhibit A or such other form as approved by Agent. Upon delivery of any such Joinder Agreement to Agent, notice of which is hereby waived by the Indemnitor, each such Additional Indemnitor shall be an Indemnitor hereunder and shall be a party hereto as if such Additional Indemnitor were an original signatory hereof. Each Indemnitor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Indemnitor hereunder, or by any election by Agent not to cause any Subsidiary of Borrower to become an Additional Indemnitor hereunder. Each Indemnitor hereby authorizes Agent, for the benefit of the Lenders, to attach any Joinder to Environmental Indemnity executed by such Additional Indemnitor to this Agreement and agrees that all real property owned or leased by such Additional Indemnitor shall, for all purposes hereunder, be considered a Property for the purposes of this Agreement.
Sample 1
Additional Indemnitors. The Indemnitors acknowledge that from time to time Borrowing Base Subsidiaries, other Operating Lessees and other Persons may become parties to this Indemnity as additional "Indemnitors". The Indemnitors shall cooperate in adding such parties to this Indemnity, and at the Administrative Agent's request, shall ratify their obligations under this Indemnity and deliver to the Administrative Agent supplements to this Indemnity in connection with adding such parties to this Indemnity or otherwise in connection with including a Borrowing Base Property in the Borrowing Base. [The remainder of this page is intentionally left blank.]
Sample 1
Additional Indemnitors 
Sample 1

Related to Additional Indemnitors

  • Additional Indemnification (a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.

  • Additional Indemnity In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

  • Additional Indemnification Rights Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law, notwithstanding that such indemnification may not be specifically authorized by the other provisions of this Agreement, the Bye-Laws or by statute. If there is any change, after the date of this Agreement, in any applicable law, statute or rule, whether by case law or otherwise, that expands the right of a Bermuda company to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee's rights and Company's obligations, under this Agreement. If there is any change in any applicable law, statute or rule that narrows the right of a Bermuda company to indemnify a member of its board of directors, such changes, to the extent not otherwise mandatorily required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties, rights and obligations hereunder.

  • Additional Indemnification Provisions (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

  • ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

  • Additional Indemnification by the Seller; Third Party Claims (a) The Seller shall indemnify any Purchaser and its present and former directors, officers, employees and agents and the Successor Servicer and its present and former directors, officers, employees and agents, and hold such parties harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (including legal fees and expenses incurred in connection with the enforcement of the Seller's indemnification obligation under this Subsection 14.01) and related costs, judgments, and any other costs, fees and expenses that such parties may sustain in any way related to the failure of the Seller to perform its duties and the Interim Servicer to service the Mortgage Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 13 or any breach of any of Seller's representations, warranties and covenants set forth in this Agreement. For purposes of this clause "

  • Partial Indemnification If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

  • General Indemnification Supplier agrees to protect, defend, indemnify and save DXC harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, resulting from any personal injury or death, or damages to property resulting directly or indirectly from the performance of Supplier hereunder.

Time is Money Join Law Insider Premium to draft better contracts faster.