Application of Indemnity Provisions Sample Clauses

Application of Indemnity Provisions a) Canada represents and warrants that it is not aware as of the coming into force of this Agreement of any judicial proceeding that may give rise to a claim for indemnity from the GCC(EI)/CRA under Sections 7.10, 7.17, 7.20, 7.22, 7.26 or 7.28 of this Agreement. b) If, after the coming into force of this Agreement, Canada becomes subject to a claim, demand, action or proceeding that may give rise to a claim for the GCC(EI)/CRA to provide an indemnity payment to Canada under Sections 7.10, 7.17, 7.20, 7.22, 7.26 or 7.28 of this Agreement, it is a condition precedent for the application of such an indemnity provision that Canada: (i) notify, in writing, the CRA or, as the case may be, the Cree Nation Government, within a reasonable delay from the receipt by Canada of any such claim, demand, action or proceeding; (ii) diligently defend the claim, demand, action or proceeding and pursue any appeal or judicial review in relation thereto unless the CRA or, as the case may be, the Cree Nation Government, agrees otherwise; (iii) not settle or compromise the claim, demand, action or proceeding nor make any admission in relation thereto except with the consent of the CRA or, as the case may be, the Cree Nation Government; (iv) give the opportunity to the CRA or, as the case may be, the Cree Nation Government, to participate on a timely basis in the defense and the contestation of any such claim, demand, action or proceeding, including any appeal; (v) for greater certainty, the Parties reserve their rights to raise any argument of fact or law and use any procedural or other legal means in order to diligently defend or deal with any such claim, demand, action or proceeding. c) The total amount of indemnifications under Sections 7.10, 7.17, 7.20, 7.22, 7.26 and 7.28 of this Agreement cannot exceed the amounts provided by Canada under Chapter 6 of this Agreement.
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Application of Indemnity Provisions. The indemnity provisions of Sections 2 and 3 shall apply so that Total Losses and costs and other expenses are borne by the Company and Tektronix with the following effect: a. The Company shall bear its own costs and expenses in connection with its investigation of any claims or defending any actions relating to the Offering, and the Company shall indemnify and reimburse Tektronix for Tektronix= costs and expenses as provided in Section 2.7(b) of the Registration Rights Agreement. b. Total Losses shall first be borne by the Company to the extent of the amount of Company Proceeds, and the Company shall indemnify Tektronix with respect to any and all Losses of Tektronix so that this result is achieved. c. If Total Losses exceed the amount of Company Proceeds and the Company has paid the entire amount of the Company Proceeds in connection with such Total Losses, Tektronix shall bear Total Losses in excess of Company Proceeds, and Tektronix shall indemnify the Company with respect to such excess Losses of the Company so that this result is achieved, provided that Tektronix= indemnity obligations under this Amendment are subject to the limitations in Section 5. d. The Company shall bear any Total Losses in excess of the sum of Company Proceeds and Tektronix Proceeds, and the Company shall indemnify Tektronix with respect to such excess Losses of Tektronix so that this result is achieved.
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Related to Application of Indemnity Provisions

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Authorization of Indemnification Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

  • Limitation of Indemnity 3.1 Subject to Clause 31.9, an indemnity by either Party under any provision of this Agreement will be without limitation to any indemnity by that Party under any other provision of this Agreement.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Continuation of Indemnification All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.

  • Termination of Indemnification The obligations to indemnify and hold harmless any party, (i) pursuant to Section 8.01(a)(i) or 8.02(i), shall terminate when the applicable representation or warranty terminates pursuant to Section 8.06 and (ii) pursuant to the other clauses of Sections 8.01 and 8.02 shall survive the Closing indefinitely; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) pursuant to Section 8.05 to the party to be providing the indemnification.

  • Operation of Indemnities (a) Each indemnity in this document survives the expiry or termination of this document. (b) A party may recover a payment under an indemnity in this document before it makes the payment in respect of which the indemnity is given.

  • 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: (1) claims based on the rights of any shareholder or former shareholder as such of

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

  • Continuation of Indemnity All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

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