Certain Indemnification Obligations Sample Clauses
The 'Certain Indemnification Obligations' clause defines specific circumstances under which one party must compensate the other for losses, damages, or liabilities arising from particular actions or events. Typically, this clause outlines the types of claims covered, such as third-party lawsuits or breaches of contract, and may specify limitations or procedures for making indemnification claims. Its core practical function is to allocate risk between the parties by clearly identifying who is responsible for covering certain losses, thereby reducing uncertainty and potential disputes.
Certain Indemnification Obligations. (a) CERCLA Indemnification. Purchaser is advised and acknowledges that the Leased Real Property is located within the San ▇▇▇▇▇▇▇▇ Valley Area I (North Hollywood) Site (“Site”) which is part of the North Hollywood and Burbank Operable Units as designated by the United States Environmental Protection Agency (“EPA”) and hazardous substances, pollutants and/or contaminants, are present or existing on or under the Site. Purchaser further acknowledges and agrees that the Company’s and the Shareholders’ failure to list the Site or the documents contained in the administrative record for the Site on the Shareholder Disclosure Schedules does not constitute a breach of any of the representations or warranties provided by the Company and Shareholders under Sections 2.15 or 2.20 of this Agreement. The landlord, ▇▇▇▇▇▇, LLC, under the Lease has entered into an Agreement and Covenant Not to ▇▇▇ with the EPA pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as amended (“CERCLA”), 42 U.S.C. §9601 et. seq., a copy of which has been provided to Purchaser (“EPA Agreement”). Notwithstanding anything to the contrary contained elsewhere in Section 9 or elsewhere in this Agreement, with respect to any violation or claims under CERCLA which arise from or relate to the use or control of the Leased Real Property and which relate solely to Losses for which the time period when such Loss occurred cannot be readily identified (e.g. Purchaser and Shareholders are unable to determine if the Losses arose before or after the Closing Date) then the liability shall be split evenly between the Shareholders, on one hand, and the Purchaser on the other hand, and the foregoing shall constitute and comprise Purchaser’s and Shareholders’ sole and exclusive rights, remedies and obligations relating thereto as between each other.
(b) Notwithstanding anything to the contrary in this Agreement, with respect to any Losses that arise as a result of the Shareholder Tax Obligations, or in connection with the facts and circumstances giving rise to the Shareholder Tax Obligations, excluding the treatment of the escrowed Tax Fund B and the disbursement thereof to the Shareholders in accordance with this Agreement and the Escrow Agreement, the liability for such Losses shall be borne by the Shareholders.
(c) Notwithstanding any disclosure set forth on Part 2.4 of the Shareholder Disclosure Schedule, should the Shareholders not obtain a third party consent related ...
Certain Indemnification Obligations. The Company agrees that it will continue its reasonable efforts to assist Executive regarding Executive’s credit history and any other issues that arise related to ▇▇▇▇▇▇ ▇▇▇▇▇’▇ use of Executive’s personal identity information. The Company agrees that it will continue its reasonable efforts to pursue criminal action against EXECUTION COPY ▇▇▇▇▇▇ ▇▇▇▇▇ related to his taking and use of Executive’s personal identity information. Executive agrees to provide any and all information necessary for the Company to assist Executive and to pursue criminal action against ▇▇. ▇▇▇▇▇. The Company will continue with these efforts for one year from the date Executive executes this Agreement. Executive acknowledges that upon the expiration of the one year time frame, the Company will have met any and all obligations to Executive regarding ▇▇. ▇▇▇▇▇’▇ taking and use of Executive’s personal identity information.
Certain Indemnification Obligations. Any underpayment by any Member of the Company Group of EIT on or prior to the Closing Date, except as already accrued in the audited financial statements of the Company, as of December 31, 2005.
Certain Indemnification Obligations. The Company shall fail to satisfy within the time period set forth in Section 8.2(b) or any equivalent provision of any Pari Passu Financing Document any indemnification obligation in respect of the Paying Agent's failure to pay to the Collateral Agent or the respective Pari Passu Facility Agent (i) any principal of any Note or any other Pari Passu Debt as and when such principal is due (whether at stated maturity, upon acceleration, pursuant to a Mandatory Repurchase or a Mandatory Partial Repurchase, upon required Mandatory Prepayment or otherwise), (ii) any interest payable under the Pari Passu Financing Documents within three Business Days of the date when such interest is due or, (iii) any Fees, expenses or the other amounts payable under the Pari Passu Financing Documents within five Business Days of the date when such Fees, expenses or other amounts are due; or
Certain Indemnification Obligations. In addition to and without limiting the indemnification provided in Section 9.1(a)(i) and (ii) of the Agreement (provided there shall be no -------- indemnification pursuant to Section 9.1(a)(i) or (ii) to the extent indemnification for any Indemnifiable Loss is provided pursuant to Section 9.1(a)(iii) of the Agreement and this Exhibit H, the Seller will indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Indemnifiable Losses asserted against or suffered by the Buyer Indemnified Parties relating to, resulting from or arising out of any Environmental Claim, including without limitation, pollution or threat to human health or the environment, that is related in any way to the ownership (including leasing, if applicable) or operation of, or any previous owner's, lessee's or operator's management, use, control, ownership or operation of (i) the Old Cameron Service Center and (ii) the real property listed below to the extent that the Environmental Claim arises out of or relates to any of the specific conditions or circumstances identified below for such real property or any investigation or remediation or cleanup of any such condition or circumstance, provided, however, -------- ------- that any immaterial factual inaccuracies in describing any matter or location herein shall not affect or reduce Seller's obligation as provided herein with respect to any such condition or circumstance; provided, further, that in no case shall the Seller be obligated to indemnify the Buyer Indemnified Parties against any Indemnifiable Losses for which indemnification is provided pursuant to the foregoing clause (ii) to the extent the aggregate amount of such Indemnifiable Losses exceeds $7 million. The indemnification obligation of Seller pursuant to the foregoing clause (ii) shall terminate upon the fifth anniversary of the Closing Date. PROPERTY: Logan Service Center, located on Route 5 in Mount Gay, West Virgi▇▇▇. CONDITIONS AND CIRCUMSTANCES:
Certain Indemnification Obligations. Each Indemnification Obligation to a director, officer, manager or employee who was employed by any of the Debtors in such capacity on the Effective Date (including, for the avoidance of doubt, the members of the board of directors, board of managers or equivalent body of each Debtor as of immediately prior to the Effective Date) shall be deemed assumed effective as of the Effective Date. Each Indemnification Obligation that is deemed assumed pursuant to the Plan shall (i) remain in full force and effect, (ii) not be modified, reduced, discharged, impaired or otherwise affected in any way, (iii) be deemed and treated as an executory contract pursuant to sections 365 and 1123 of the Bankruptcy Code regardless of whether or not Proofs of Claim have been filed with respect to such obligations and (iv) survive Unimpaired and unaffected irrespective of whether such indemnification is owed for an act or event occurring before, on or after the Petition Date.
Certain Indemnification Obligations