Certain Indemnification Obligations Sample Clauses

Certain Indemnification Obligations. (a) CERCLA Indemnification. Purchaser is advised and acknowledges that the Leased Real Property is located within the San Xxxxxxxx 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, Xxxxxx, LLC, under the Lease has entered into an Agreement and Covenant Not to Xxx 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.
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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 Xxxxxx Xxxxx’x use of Executive’s personal identity information. The Company agrees that it will continue its reasonable efforts to pursue criminal action against Xxxxxx Xxxxx 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 Xx. Xxxxx. 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 Xx. Xxxxx’x taking and use of Executive’s personal identity information.
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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.
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Certain Indemnification Obligations. 1. 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.
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Certain Indemnification Obligations. (i) With reference to the initial Members’ respective indemnification obligations pursuant to Article 9 of the Contribution Agreement and specifically Section 9.9 thereof and the Members’ indemnification obligations pursuant to Section 10.4 of this Agreement, each Member acknowledges and agrees that a Member or the Company, or certain Persons affiliated therewith, may, from time to time, deliver to another Member a written claim for indemnification thereunder (an “Indemnification Claim”). Upon any Final Determination (as such term is defined herein) of any Indemnification Claim, then and solely to the extent that the total monetary amount of the Adverse Consequences relating to such Indemnification Claim (such amount, the “Indemnification Amount”) is unpaid by the Indemnifying Person as of the date of any Distribution, that part of the cash amount of such Distribution equal to the unpaid Indemnification Amount (or if the unpaid Indemnification Amount is more than the total cash amount of such Distribution, the total cash amount of such Distribution) otherwise payable to such Indemnifying Person or any transferee of an Interest of such Indemnifying Person, as a Member, under this Agreement shall be retained by the Company if the Company made such Indemnification Claim, or if the Indemnification Claim is made by a Member or Person affiliated therewith then such amount shall be paid directly by the Company to such Indemnified Person, as applicable, in accordance with Article 9 of the Contribution Agreement or Section 10.4 of this Agreement, as the case may be. Any part of the Indemnification Amount which is still unpaid after such retention or payment by the Company will remain due and payable by the Indemnifying Person (including any interest payable thereon under the Contribution Agreement or this Agreement). For the purposes hereof, a “
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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
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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 Virgixxx. CONDITIONS AND CIRCUMSTANCES:
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Certain Indemnification Obligations 
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Related to Certain Indemnification Obligations

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Limitations on Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • Limitation on Indemnification Obligations (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.

  • Seller’s Indemnification Obligations (a) In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 11.1, Seller releases, and shall indemnify, defend and hold harmless Buyer, and Xxxxx’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in- house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third-party), arising out of or in connection with:

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Payment of Indemnification Obligation 28 9.5. Survival of Representations; Claims for Indemnification............................................28 9.6. Damages and Related Matters...................................28

  • Indemnification Obligations of Seller Seller shall defend, indemnify, save and keep harmless Purchaser and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of:

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

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