Benefit Plan Indemnification Sample Clauses

Benefit Plan Indemnification. With respect to each Xxxxxx Benefit Plan or Cable Benefit Plan, Cable shall indemnify, defend and hold harmless the members of the Xxxxxx Group and the Xxxxxx Benefit Plans from and against any and all Liabilities relating to, arising out of or resulting from participation in any such plan by any Cable Employee or Former Cable Employee, regardless of whether such participation relates to a period that was prior to, at or after the Distribution; provided, however, that the foregoing obligations shall not apply in the event of any Liabilities arising out of gross negligence or wilful or intentional misconduct by any member of the Xxxxxx Group or any Employee of any member of the Xxxxxx Group. With respect to each Xxxxxx Benefit Plan or Cable Benefit Plan, Xxxxxx shall indemnify, defend and hold harmless the members of the Cable Group and the Cable Benefit Plans from and against any and all Liabilities arising out of gross negligence or wilful or intentional misconduct by any member of the Xxxxxx Group or any Employee of any member of the Xxxxxx Group; provided, however, that in no event shall any member of the Xxxxxx Group be responsible for the cost of any compensation or benefits that the relevant member of the Cable Group would have incurred in the absence of any gross negligence or wilful or intentional misconduct by the relevant member of the Xxxxxx Group or the relevant Employee of any member of the Xxxxxx Group.
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Benefit Plan Indemnification. If the Parties determine that AdvanSix is unable to establish any AdvanSix Benefit Plan as of the Distribution Date that it is required under this Agreement to establish by the Distribution Date, then, to the extent provided on Schedule 15.02, AdvanSix shall indemnify, defend and hold harmless each of the Honeywell Indemnitees from and against any and all Liabilities of the Honeywell Indemnitees relating to, arising out of or resulting from participation by any AdvanSix Employee or Former AdvanSix Employee on or after the Distribution Date in any such Honeywell Benefit Plan set forth on Schedule 15.02 due to the failure to timely establish such AdvanSix Benefit Plan or Plans, subject to any other terms and conditions set forth on such Schedule.
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Benefit Plan Indemnification. With respect to each TWX Benefit Plan or Time Benefit Plan, Time shall indemnify, defend and hold harmless the members of the TWX Group from and against any and all Liabilities (other than any such Liabilities that the members of the TWX Group have explicitly agreed to retain pursuant to this Agreement) relating to, arising out of or resulting from participation in any such plan by any Time Employee, Salary Continuation Former Employee or Former Time Employee, regardless of whether such participation relates to a period that was prior to, on or after the Distribution; provided, however, that the foregoing obligations shall not apply to any participation by a Transferred To Time Employee in any TWX Benefit Plan prior to the applicable Transfer Time; provided further that the foregoing obligations shall not apply in the event of any Liabilities arising out of wilful or intentional misconduct by any member of the TWX Group or any Employee of any member of the TWX Group. With respect to each TWX Benefit Plan or Time Benefit Plan, TWX shall indemnify, defend and hold harmless the members of the Time Group from and against any and all Liabilities (i) in connection with the Time Inc. Ventures Group Benefits Plan or (ii) arising out of wilful or intentional misconduct by any member of the TWX Group or any Employee of any member of the TWX Group; provided, however, that with respect to the immediately preceding clause (ii), in no event shall any member of the TWX Group be responsible for the cost of any compensation or benefits that the relevant member of the Time Group would have incurred in the absence of any wilful or intentional misconduct by the relevant member of the TWX Group or the relevant Employee of any member of the TWX Group. For the avoidance of doubt, prior to the Distribution Date, TWX shall take, or shall cause to be taken, all actions reasonably necessary to remove Time Inc. Ventures as nominal sponsor of the Time Inc. Ventures Group Benefits Plan, and no member of the Time Group shall have any responsibilities, obligations or Liabilities with respect to such plan from and after removal.
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Benefit Plan Indemnification. ALIC agrees to indemnify AVLIC, AIC, Holdixx Xompany and/or AML in respect of, and hold each of them harmless against, any and all Damages resulting from or relating to any Benefit Plan to which AVLIC and/or AIC was a party at any time prior to the Closing Date. 10.3
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Benefit Plan Indemnification. XXXX agrees to indemnify AVLIC, AIC, Holding Company and/or AML in respect of, and hold each of them harmless against, any and all Damages resulting from or relating to any Benefit Plan to which AVLIC and/or AIC was a party at any time prior to the Closing Date.
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Benefit Plan Indemnification. Subject to the provisions of ARTICLE 9 hereof, Chaswil agrees to indemnify Citizens or United in respect of, and hold each of them harmless against, any and all Damages resulting from or relating to [i] any failure occurring before the Closing and involving any Benefit Plan by United or any ERISA Affiliate of United at any time or any Benefit Plan fiduciary appointed by United or any ERISA Affiliate of United, to fund or perform its respective obligations under any Benefit Plan or to comply with any provisions of ERISA, the Code, or any other applicable Law in connection with the operation or administration of any Benefit Plan, [ii] any prohibited transaction (as defined in Section 4975(c) (l) of the Code or Section 406 of ERISA), for which no exemption applies, occurring before the Closing and involving any Benefit Plan, [iii] any reportable event (as defined in Section 4043(b) of ERISA and regulations promulgated by the PBGC thereunder) occurring before the Closing and involving any Benefit Plan, or [iv] any complete or partial termination of any Benefit Plan at or before the Closing.
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Related to Benefit Plan Indemnification

  • ERISA Indemnification Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender's sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 4.1.9 or 5.2.12 of the Loan Agreement.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Insurance Indemnification A. The School agrees to provide the following proof of insurance:

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Indemnification; Contribution (a) The Company shall indemnify and hold harmless each Holder, its respective officers and directors, and each Person, if any, who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any agents, representatives or advisers thereof against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses and reasonable costs of investigation) incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement, any Prospectus or preliminary Prospectus, or any amendment or supplement to any of the foregoing, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or a preliminary Prospectus, in light of the circumstances then existing) not misleading, or (iii) any violation or alleged violation by the Company of any United States federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration except in each case insofar as the same arise out of or are based upon, any such untrue statement or omission made in reliance on and in conformity with written information with respect to the Holders furnished in writing to the Company by the Holders or their counsel expressly for use therein. In connection with an Underwritten Offering, the Company shall indemnify the underwriters thereof, their officers, directors and agents and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • Prohibited Indemnification No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or local laws.

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