Agreements to Indemnify Clause Samples
An Agreements to Indemnify clause requires one party to compensate the other for certain losses, damages, or liabilities that may arise in connection with the contract. Typically, this clause specifies the types of claims covered, such as third-party lawsuits or damages resulting from a party's negligence, and outlines the process for making indemnification claims. Its core practical function is to allocate risk between the parties, ensuring that the party best able to control or prevent certain risks bears the financial responsibility if those risks materialize.
Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VI, from and after the Closing, ioneer Parent shall indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing.
(b) Subject to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) from and against all Damages suffered by, imposed upon or incurred by any member of the Company Group to the extent caused by, arising from or based upon any breach of any representation or warranty of Investor contained in Article IV or any breach of any covenant or agreement of Investor contained in this Agreement.
Agreements to Indemnify. (a) As used in this Article 9:
Agreements to Indemnify. (a) As used in this Section 8:
Agreements to Indemnify. (a) The following terms shall have the following definitions:
Agreements to Indemnify. As used in this Agreement, "Indemnifiable Damages" means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including reasonable counsel and paralegal fees and expenses) incurred or suffered by a party (or any other person covered by this Section 7.1), on a pre-tax basis, to the extent resulting from (i) any breach by the other party of any representation or warranty made by such other party in this Agreement (a "Breach of Warranty Claim"); (ii) any violation by the other party of any covenant or agreement made by such other party in this Agreement (unless waived in writing by the party making the claim).
7.1.1 Subject to the limitations provided for herein, each of the Shareholders shall indemnify and hold the Purchaser and the Parent and their respective officers, directors, employees, shareholders, agents, successors and assigns (the "Purchaser Parties") harmless in respect of all Indemnifiable Damages suffered by the Purchaser Parties.
7.1.2 The Purchaser and the Parent shall indemnify the Shareholders and their agents, heirs, successors and assigns (collectively, the "Shareholder Parties") and hold each of them harmless in respect of all Indemnifiable Damages suffered by the Shareholder Parties.
7.1.3 Each of the representations and warranties made by the parties in this Agreement, shall survive for a period of 12 months after the Closing Date, notwithstanding any investigation at any time made by or on behalf of any party, and upon the expiration of such 12-month period such representations and warranties shall expire.
7.1.4 The Purchaser and the Parent acknowledge and consent that after Closing their sole and exclusive remedy for Indemnifiable Damages, except in the case of fraud or with respect to any covenant or agreement set forth in Section 3.6 and Section 3.7 above, shall be to proceed directly against the Withheld Shares. Furthermore, the Purchaser and the Parent acknowledge that they shall have no recourse against any Shareholder for Indemnifiable Damages (except with respect to any covenant or agreement set forth in Section 3.6 and Section 3.7 above) once the Parent has fully set off against or distributed all of the Withheld Shares.
7.1.5 All Indemnifiable Damages which the Purchaser or the Parent is entitled to recover shall be offset against the Withheld Shares of all of the Shareholders on a pro rata basis (except that, with respect to any covenant or agreement performed or to be pe...
Agreements to Indemnify. The General Partner is hereby authorized to enter into any agreement with any Indemnified Person which agreement has the effect of conferring directly on such Indemnified Person the exculpation and indemnification protections set out in Section 4.06 (Liability to Partners) and this Section 4.07 (Indemnification). For the avoidance of doubt, and without limiting the priority of indemnification or advancement set forth in Section 4.07(c) (Third-Party Indemnitor), an Indemnified Person may first seek indemnification or advancement from the Partnership as set forth in this Section 4.07 (Indemnification) (which indemnification or advancement shall be considered an Operating Expense of, and be borne by, the Partnership) prior to seeking to cause such amounts to be borne by any Third-Party Indemnitor, regardless of the ultimate allocation of the corresponding liabilities.
Agreements to Indemnify. The General Partner is authorized to enter into any agreement with any Indemnified Person which agreement has the effect of conferring directly on such Indemnified Person the exculpation and indemnification protections set out in Section 4 (Exculpation) and this Section 5 (Indemnification). For the avoidance of doubt, and without limiting the priority of indemnification or advancement set forth in Section 5(c), an Indemnified Person may first seek indemnification or advancement from the Fund as set forth in this Section 5 (which indemnification or advancement shall be considered an Operating Expense of, and be borne by, the Fund) prior to seeking to cause such amounts to be borne by any Third Party Indemnitor, regardless of the ultimate allocation of the corresponding liabilities.
Agreements to Indemnify. Neither Novicius, nor any of its Subsidiaries, is a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of Novicius and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with Novicius’ banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person (other than Novicius).
Agreements to Indemnify. Grown Rogue Canada is not a party to or bound by any agreement of guarantee, indemnification (other than the Transaction Agreements, indemnification of directors and officers in accordance with the by-laws of Grown Rogue Canada and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with Grown Rogue Canada’s banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person (other than Grown Rogue Canada).
Agreements to Indemnify. Neither GRU, nor any of its Subsidiaries, is a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of managers and officers in accordance with the operating agreement of GRU and applicable Laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with GRU’s banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person (other than GRU).