Certain Indemnification Matters. The Company hereby acknowledges that an Indemnitee (as defined in the Charter) who is an officer, director, partner, member, manager, employee, managing director or Affiliate of, or a Director nominee pursuant to Section 2.1 of, a Stockholder (each such Indemnitee, a “Specified Indemnitee”) may have certain rights to indemnification, advancement of expenses and/or insurance pursuant to charter documents, constitutive agreements or other agreements with such Stockholder or Affiliates of such Stockholder or other Person (other than the Company and its Affiliates) of which such Specified Indemnitee is an officer, director, partner, member, manager, employee, managing director or Affiliate (collectively, the “Secondary Indemnitors”). In furtherance of the foregoing, the Company hereby covenants and agrees as follows:
Certain Indemnification Matters. (a) This Article III shall not limit the rights and obligations of each Sponsor under Article IX or Article X of the Master Formation Agreement (except as expressly set forth therein).
Certain Indemnification Matters. (a) If TME has, receives or becomes aware of any claim, or threatened or potential claim, for indemnification under Article VII of the Subscription Agreement, TME shall promptly notify Tencent Hong Kong and cooperate with Tencent Hong Kong in connection therewith, including to maximize the joint recovery of TME and Tencent Hong Kong in any claim against Spotify, and shall pay to Tencent Hong Kong the product of (i) the total recovery received by TME under the Subscription Agreement multiplied by (ii) a fraction, the numerator of which is the number of the Spotify Transfer Shares and the denominator of which is the number of the Acquired Spotify Shares.
Certain Indemnification Matters. (a) Except in the case of fraud or willful misconduct, and without in any way limiting AssetCo’s indemnification obligations pursuant to Section 9.04, the indemnification provided in this Article VII shall at all times be the sole and exclusive damages remedy for any inaccuracy or breach of any representation or warranty or any failure to perform any covenant or agreement contained herein.
Certain Indemnification Matters. (a) Notwithstanding anything contained herein or elsewhere to the contrary, all “material” and “Material Adverse Effect” or similar materiality type qualifications contained in the representations and warranties set forth in this Agreement shall be ignored and not given any effect for purposes of the indemnification provisions hereof, including, without limitation, for purposes of determining whether or not a breach of a representation or warranty has occurred and/or determining the amount of any Damages.
Certain Indemnification Matters. (a) The Purchaser Parties and Seller agree that Losses hereunder shall be limited to actual monetary damages only and shall not include punitive, incidental, consequential, special, indirect or treble damages or damages based on loss of future revenue, profits or income, loss of business reputation or opportunity, diminution of value or on any type of multiple (other than any damages actually paid to a claimant in respect of a Third Party Claim).
Certain Indemnification Matters. (a) Notwithstanding anything to the contrary contained in this Agreement, none of the Parties and none of their respective Affiliates will have any liability under any provision of this Agreement for any consequential, special, exemplary, treble, incidental, indirect or punitive damages, lost profits, or diminution of value or similar items, except in each case to the extent any such Losses that are finally awarded by a court of competent jurisdiction in connection with a Third Party Claim.
Certain Indemnification Matters. The Indemnified Party shall use commercially reasonable efforts to mitigate the amount of its Losses to the extent required under applicable Law. The parties agree that Losses indemnifiable hereunder shall be limited to actual monetary damages only and shall not include punitive, incidental, consequential, special, indirect or treble damages or damages based on loss of future revenue, profits or income, loss of business reputation or opportunity, diminution of value or on any type of multiple (other than any punitive damages actually paid to a claimant in respect of a Third-Party Claim).
Certain Indemnification Matters. From and after the Closing, LNY shall indemnify, defend and hold harmless each person who is now, or has been at any time since January 23, 2004 or who becomes prior to the Closing, a director or officer of any of the Acquired Entities (each a "Covered Person") from and against all losses, claims, damages, costs and expenses (including attorneys' fees and expenses), liabilities, judgments and, subject to the proviso of this sentence, settlement amounts that are paid or incurred in connection with any pending, threatened or completed claim, action, suit, formal or informal proceeding, formal or informal investigation or formal or informal inquiry (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Closing) that is (a) based on, or arises out of, the fact that such Covered Person is or was a director or officer of any of the Acquired Entities or (b) based on, or arising out of, or pertaining hereto or the transactions contemplated hereby, in each case under clause (a) or clause (b) above, to the fullest extent the applicable Acquired Entity is permitted under applicable Nevada Law to indemnify its own directors or officers. Without limiting the foregoing, in the event that any such claim, action, suit, proceeding, investigation or inquiry is brought against any Covered Person, (A) LNY shall have the right to assume the defense thereof with legal counsel of LNY's choosing and LNY shall not be liable to such Covered Person for any legal expenses of other counsel or any expenses subsequently incurred by such Covered Person in connection with the defense thereof; provided, however, that such Covered Person may employ counsel of its own choosing, and LNY shall pay such Covered Person for reasonable legal fees and expenses of such counsel, if under applicable standards of professional conduct the counsel selected by LNY may be reasonably determined by counsel consulted by such Covered Person, to have a material conflict on a significant issue representing the applicable Acquired Entity and the Covered Person in the conduct of the defense of an action and (B) LNY shall not be liable for any settlement of any claim effected without its written consent (which consent shall not be unreasonably withheld or delayed). Any Covered Person wishing to obtain indemnification under this Section 5.22, upon learning of any claim, action, suit, proceeding, investigation or inquiry, shall promptly notify LNY thereof; ...
Certain Indemnification Matters. Notwithstanding anything to the contrary in this Agreement, (i) the aggregate amount of Losses for which any TEI Med Securityholder is obligated to provide indemnification under Section 11.2(a)(i) with respect to any breach of the representations and warranties set forth in Section 4.3 relating to such TEI Med Securityholder’s Securities set forth opposite such TEI Med Securityholder’s name in Section 4.3(a) of the Disclosure Schedule or indemnification under Section 11.2(a)(vi) (to the extent relating to Encumbrances on such TEI Med Securityholders’ Securities) shall not be limited to such TEI Med Securityholder’s Pro Rata Share of such Losses (but total Losses for which such TEI Med Securityholder is obligated to provide indemnification hereunder, excluding amounts taken from the Escrow Fund, shall not exceed the portion of the Purchase Price actually received by such TEI Med Securityholder) and (ii) the aggregate amount of Losses for which any TEI Med Securityholder is obligated to provide indemnification hereunder for fraud on the part of such TEI Med Securityholder shall not be limited to such TEI Med Securityholder’s Pro Rata Share of such Losses (but total Losses for which such TEI Med Securityholder is obligated to provide indemnification hereunder, excluding amounts taken from the Escrow Fund, shall not exceed the portion of the Purchase Price actually received by such TEI Med Securityholder).
