AGREEMENT OF INDEMNITORS TO INDEMNIFY Sample Clauses

AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 10, Indemnitors jointly and severally agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of:
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 7, Indemnitors jointly and severally agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of:
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. (a) Subject to the terms and conditions of this Article 7, Premiere agrees to indemnify, defend, and hold harmless the WorldCom Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, a WorldCom Indemnitee and resulting from, based upon, or arising out of:
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and conditions of this Section 12, each of the Stockholders and ACE (the "Indemnitors") jointly and severally agree to indemnify, defend and hold harmless GPI and any of its affiliates ("Indemnitees"), and each of them, from, against, for and in respect of any and all losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon or arising out of the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnitor contained in or made pursuant to Sections 5(e), 5(i), 5(k) or 5(z) of this Agreement.
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. 8.1.1 Each Party agrees to indemnify, defend (at the other Party's request), and save harmless the other Party and their Indemnitees from and against any Losses that arise out of or result from (1) injuries or death to persons or damage to property, including theft, in any way caused by the performance of the Services performed by such Party hereunder; (2) assertions under workers' compensation or similar acts made by persons furnished by such Party or by any of its subcontractors or by reason of any injuries to such persons for which such Party is responsible under workers' compensation laws; (3) any failure on the part of such Party to satisfy all claims to third LORAL SKYNET AND PLAYBOY PROPRIETARY Playboy Entertainment Group, Inc. Contract Number GSS0210100 Terms and Conditions February 4, 2003 Page 15 of 24 parties for labor, equipment, materials, and other obligations relating directly or indirectly to the performance of the Services, unless caused by the other Party hereto; (4) Third Party Claims arising from any breach or failure to perform any covenant or agreement made in this Agreement; (5) Third Party Claims arising from the inaccuracy, untruth, incompleteness, or breach of any representation or warranty contained in or made pursuant to this Agreement or in any certificate, schedule, or Appendix furnished pursuant hereto or thereto; (6) infringement or alleged infringement of any third-party patent, copyright, trademark, database, trade secret, or similar rights occurring due to the use, sale, or licensing of any software, content, products, or services supplied or used by such Party in the performance of its obligations hereunder; or (7) libel or slander against, or invasion of the right of privacy, publicity, or property, or any misappropriation of any other right, of any third party in connection with the services or content supplied by such Party hereunder.
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. (a) Subject to the terms and conditions of this Article 8, the ACSYS Shareholders severally (in proportion to their respective ownership of shares of ICCE Common Stock issued in the Merger to ACSYS Shareholders), not jointly, agree to indemnify, defend, and hold harmless ICCE from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, ICCE or any of its Subsidiaries and resulting from, based upon, or arising out of:
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. (a) Subject to the terms and ------------------------------------- conditions of this Article 9, the Shareholder jointly and severally agree to indemnify, defend, and hold harmless ICCE, RFCG and their respective officers, directors, shareholders, controlling persons, Affiliates and Representatives (the "ICCE Indemnitees"), and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an ICCE Indemnitee and resulting from, based upon, or arising out of:
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 11, (a) Indemnitors jointly and severally agree to ---------- indemnify and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee by reason of, based upon, or arising out of the inaccuracy, untruth, incompleteness or breach of any representation, warranty, covenant or agreement contained in or made pursuant to this Agreement by DMK or in any certificate, schedule or exhibit published or delivered by DMK in connection herewith and (b) each Shareholder severally, and not jointly, agrees to indemnify and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee by reason of, based upon, or arising out of the inaccuracy, untruth, incompleteness or breach of any representation, warranty, covenant or agreement contained in or made pursuant to this Agreement by such Shareholder or in any certificate, schedule or exhibit published or delivered by such Shareholder in connection herewith.
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AGREEMENT OF INDEMNITORS TO INDEMNIFY. (a) Subject to the terms and conditions of this Article 9, the Shareholders jointly and severally agree to indemnify, defend, and hold harmless Acsys, Icon and their respective officers, directors, controlling persons, Affiliates and Representatives (the "Acsys Indemnitees"), and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Acsys Indemnitee and resulting from, based upon, or arising out of:
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Related to AGREEMENT OF INDEMNITORS TO INDEMNIFY

  • Payment of Indemnification If, in regard to any Losses:

  • Indemnification of Indemnitee The Company hereby agrees to defend, hold harmless, and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys’ fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:

  • Indemnification and Exculpation of Indemnitees (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:

  • Conditions to Indemnification An indemnified party must give the other party(ies) prompt written notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind any party without such party’s written consent.

  • Survival of Indemnification and Advancement of Expenses The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

  • Exception to Right of Indemnification or Advancement of Expenses 17.1 Except as provided in Section 11.5, Indemnitee shall not be entitled to indemnification or advancement of Expenses, judgments, penalties, fines and amounts paid in settlement under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

  • EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable Expenses under this Agreement with respect to (i) any Proceeding initiated by such Indemnitee against the Indemnitor other than a proceeding commenced pursuant to paragraph 8 hereof, or (ii) any Proceeding for an accounting of profits arising from the purchase and sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, rules and regulations promulgated thereunder, or any similar provisions of any federal, state or local statute.

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