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).
(b) Any liability for indemnification under this Agreement shall be determined without duplication by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.
(c) Each Indemnified Party shall take all commercially reasonable steps to mitigate all Damages relating to a claim, including availing itself of any defense, limitations, rights of contributions, claims against third Persons and other rights at law or equity (and the cost and expenses of such mitigation shall constitute Damages for all purposes hereunder); provided that any failure to comply with this Section 3.4(c) shall not limit any Indemnified Party’s remedies under this Article III except to reduce the amount of Damages recovered or recoverable by such Indemnified Party in an amount equal to the Damages caused by such Party’s failure to comply with this Section 3.4(c).
(d) If the amount of any Indemnified Party’s Damages, at any time subsequent to an Indemnifying Party’s making of a payment under this Article III, is reduced by actual recovery, settlement, or otherwise under or pursuant to any applicable insurance coverage, or pursuant to any applicable claim, recovery, settlement or payment by or against any other Person (collectively, “Recoveries”), the amount of such Recoveries shall be repaid by the Indemnified Party to the applicable Indemnifying Party within fifteen (15) days after receipt thereof by such Indemnified Party, up to the aggregate amount of (i) the payments made by the applicable Indemnifying Party to such Indemnified Party less (ii) any deductibles, co-payments or other costs and expenses (including reasonable legal fees and expenses and retrospective insurance premium adjustments, if any) reasonably incurred by the Indemnified Party in seeking such Recoveries.
(e) Amounts payable pursuant to claims under Section 3.1(a) or Section 3.2(a) shall be paid by the Indemnifying Party to the Subsidiary of the Operating Company that is the Person that incurred or sustained the Damages giving rise to such claim, any Subsidiary of the Operating Company that is a direct or indirect owner of such Person or, if there is no such Subsidiary, directly to the Operating Company.
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:
(a) The Company will be the indemnitor of first resort for any claims or proceedings (collectively, “Covered Claims”) for which any Specified Indemnitee is entitled, under the Charter or otherwise, to indemnification by the Company (i.e., the Company’s obligations to each such Specified Indemnitee with respect to any Covered Claim are primary and any obligations of any Secondary Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any such Specified Indemnitee with respect Covered Claims are secondary).
(b) Subject to Sections 1 and 2 of Article IX of the Charter, the Company will pay the expenses (including attorneys’ fees and expenses) incurred by any Specified Indemnitee in defending any Covered Claim in advance of such Covered Claim’s final disposition, without regard to any rights any such Specified Indemnitee may have against any Secondary Indemnitor.
(c) The Company hereby irrevocably waives, relinquishes and releases each Secondary Indemnitor from any and all claims against such Secondary Indemnitor for contribution, subrogation or any other recovery of any kind in respect of any Covered Claim. The Company further agrees that no advancement or payment by any Secondary Indemnitor on behalf of any such Specified Indemnitee with respect to any Covered Claim for which any such Specified Indemnitee has sought indemnification from the Company will affect the foregoing and any such Secondary Indemnitor will have a right of contribution and/or subrogation to the extent of such advancement or payment to all of the rights of recovery of such Specified Indemnitee against the Company. Any amendm...
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.
(b) If TME is entitled under Section 7.05(a) of the Subscription Agreement to elect the manner in which Spotify must satisfy its indemnification obligations, TME shall not make such election without consulting with Tencent Hong Kong and obtaining Tencent Hong Kong’s prior written consent to such election.
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) To the extent permitted by applicable Law, and to the extent not otherwise indemnified and paid pursuant to the Organizational Documents of Summit Investments and/or available insurance, the Acquiror will indemnify the ECP Entities and their Affiliates (the “Indemnitees”) against any and all losses, liabilities and reasonable expenses (including any civil and/or criminal penalties or judgments, prejudgment interest, and reasonable attorneys’ fees) arising from any and all Proceedings (including criminal, civil, and/or regulatory proceedings) in which such Indemnitee may be involved, as a party or otherwise, relating to the Xxxxxx Matter, whether any such loss, liability or expense is paid or incurred before or after the Closing Date; provided, however, that, notwithstanding the foregoing, no Indemnitee will be indemnified for any losses, liabilities or expenses arising out of the fraud or intentional misconduct of such Indemnitee, or for the knowing or reckless breach by such Indemnitee of its obligations under the Organizational Documents of Summit Investments. Based on the information actually known (without inquiry) to the individuals listed on Schedule 5.3(a), as of the execution date of this Agreement, the Acquiror is not aware of any basis to not provide indemnification to the Indemnitees pursuant to this Section 5.3(a).
(b) The Acquiror agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, it shall maintain in full force and effect and shall not cause any amendment, modification, waiver or termination to the Organizational Documents of Summit Investments, the General Partner or the Acquiror existing as of the date of this Agreement, the effect of which would be to affect adversely the rights of any person serving as a member of the board of managers or officer of Summit Investments, the General Partner or the Acquiror as of the date of this Agreement; provided, however, that the foregoing restriction shall not apply to any such amendment, modification, waiver or termination to the extent required to cause such provisions (or any portion thereof) to comply with applicable Law.
(c) The Acquiror covenants and agrees that, during the period that commences on the Closing Date and ends on the sixth (6th) anniversary of the Closing Date, with respect to each individual who served as a director or manager of Summit Investments or the General Partner at any time prior to the Closing...
Certain Indemnification Matters. (a) The Securityholders shall have no right to seek contribution from the Company with respect to all or any part of any of the Securityholders’ indemnification obligations under this Article 10.
(b) In connection with any exercise by the Buyer of its indemnification rights under this Article 10 in respect of a Claim in relation to any matter for which Securityholders are jointly and severally liable under this Agreement, the Buyer shall be entitled to make all such Claims through and deal exclusively and settle such Claims with the Securityholder Representative for any Securityholder who is an indemnifying party hereunder. Unless the Securityholder Representative agrees otherwise in writing, the Buyer must deal directly with a Securityholder in respect of a Claim in relation to any matter for which that Securityholder is severally liable.
(c) For the purpose of determining the amount of the Losses resulting from a breach or inaccuracy of a representation, warranty, or covenant of the Company or the Securityholders (but not for the purpose of determining the existence of such breach or inaccuracy), any “materiality” or “Material Adverse Effect” qualifiers or words of similar import contained in such representation or warranty giving rise to the claim of indemnity hereunder shall in each case be disregarded and without effect (as if such standard or qualification were deleted from such representation or warranty).
(d) The right of any Buyer Indemnified Party to indemnification under this Article 10 is personal to that Buyer Indemnified Party and may not be assigned or otherwise transferred to any other person.
(e) Subject to Section 10.5(c)(v) and save in respect of information disclosed in Schedules 4.1 to 4.28 of this Agreement, the right to indemnification, reimbursement or other remedy provided by this Agreement shall not be affected by any investigation (including any environmental investigation or assessment) conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any representation, warranty, covenant, agreement or obligation providing the basis for any indemnification obligation owed to, reimbursement obligation owed to or any other remedy of any Buyer Indemnified Party.
Certain Indemnification Matters. (a) The parties agree that Seller Parent shall, or shall cause its Affiliates to, defend against the claims or liabilities set forth in Schedule 9.1(a)(v) at its own cost and expense, and shall control such defense, including by retaining and directing counsel and other professionals in connection with such defense; provided, that Seller Parent shall not enter into any settlement of such claims without receiving the Buyer’s prior written consent if such settlement does not include a full and unconditional release of the Buyer and its Affiliates, and no statement or admission of responsibility by the Buyer or any of its Affiliates. The Buyer covenants and agrees that after the Closing, the Buyer shall reasonably cooperate in good faith with Seller Parent and any retained professionals and other representatives Seller Parent reasonably chooses to engage in connection with the defense, including by providing reasonable access to any relevant documents, employees (including but not limited to Xxxxx Xxxxxxxx), and other material information that is reasonably necessary in the defense of such matters, in each case, at the sole cost of Seller Parent; provided, that with respect to employees, such access shall not (i) obligate any such employee (or the Buyer to cause any such employee) to miss an unreasonable amount of work or (ii) otherwise cause unreasonable interference with such employees duties with respect to the Business; provided, further, that the Buyer may, upon advice of outside counsel, deny any such access pursuant to this sentence if in the opinion of such outside counsel, doing so would cause the Buyer to lose privilege, violate confidentiality, or violate applicable Law. The Buyer further covenants and agrees that in the event that after the Closing it receives any claims, notices or other information relevant to the defense of the claims or liabilities set forth in Schedule 9.1(a)(v), it will provide such material to Seller Parent as promptly as reasonably practicable following receipt thereof.
(b) In the event an indemnity claim under Section 9.1(a)(x) has been asserted against Seller Parent, Seller Parent shall have the right to control and direct the process of mitigating the amount indemnifiable with respect to such claim, including, without limitation, (i) retaining and directing professionals, (ii) directing any product repossessions, refurbishments, remarketing and resales (including pricing), and (iii) such other actions that reasonably pr...
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. Notwithstanding anything to the contrary in this Agreement, (i) the aggregate amount of Losses for which any TEI Bio 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 Bio Securityholder’s Securities set forth opposite such TEI Bio 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 Bio Securityholders’ Securities) shall not be limited to such TEI Bio 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 Funds, shall not exceed the portion of the Purchase Price actually received by such TEI Bio Securityholder) and (ii) the aggregate amount of Losses for which any TEI Bio Securityholder is obligated to provide indemnification hereunder for fraud on the part of such TEI Bio Securityholder shall not be limited to such TEI Bio 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 Funds, shall not exceed the portion of the Purchase Price actually received by such TEI Bio Securityholder).
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.
(b) No information or knowledge acquired, or investigations conducted, by Buyer or its representatives, of Seller or the System or otherwise shall in any way limit, or constitute a waiver of, or a defense to, any claim for indemnification by any Indemnified Persons under this Agreement.
