Coordination of Indemnification Rights Sample Clauses

Coordination of Indemnification Rights. (a) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit, the indemnification provided any Person pursuant to this Article 14 shall be such Person's sole remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate or document (to the extent such certificates or documents relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby.
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Coordination of Indemnification Rights. (a) A Claim Notice in connection with any Section of this Article IX shall be deemed to be a Claim Notice in connection with all Sections of this Article IX, pursuant to which the Person asserting such claim has any right to be indemnified, defended or held harmless.
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Coordination of Indemnification Rights. (a) In the event that an Indemnitee has a right of recovery against any third party with respect to any Claim in connection with which a payment is made to such Indemnitee by an Indemnitor then: (a) such Indemnitor shall, to the extent of such payment, be subrogated to all of the rights of recovery of such Indemnitee against such third party with respect to such Claim; and (b) such Indemnitee shall, at the Indemnitor’s request and expense, execute all papers reasonably required and take all reasonable action necessary to secure such rights, including, but not limited to, the execution of such documents as are reasonably necessary to enable such Indemnitor to bring suit to enforce such rights. *Confidential Treatment Requested
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Coordination of Indemnification Rights. In the event a claim is brought by a third party in which the Liability as between the Parties is alleged to be joint or in which the entitlement to indemnification under this Article IX has not been determined, the Parties shall cooperate in the joint defense of such claim and shall offer to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of such claim. Such joint defense shall be under the general management and supervision of the Party which is expected to ultimately bear the greater share of the Liability, unless otherwise agreed; provided, however, that no Party shall settle or compromise any such claim without the written consent of the other Party. Any uninsured costs of such joint defense shall be borne as the Parties may agree; provided that in the absence of such agreement, defense costs shall be borne by the Party incurring such costs, subject to any rights to indemnification of such Party under this Article IX.
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Coordination of Indemnification Rights. (a) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, the indemnification provided any Person pursuant to this Article 14 shall be such Person's sole remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, or in any certificate or document (to the extent such certificates or documents relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. (b) Notwithstanding any provisions to the contrary contained in this Article 14, the right of any Person to be indemnified, defended and/or held harmless in connection with any claim pursuant to any Section of this Article 14 shall be reduced to the extent that such Person is or has been indemnified, defended and/or held harmless, pursuant to any other provisions of this Agreement or any of the Related Agreements. In the event that the same act, omission or event could, disregarding thresholds or time limits, be subject to indemnity under both Sections 14.01A(i) and 14.01A(ii), only the indemnification, if any, under Section 14.01A(ii) shall be applicable.
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Coordination of Indemnification Rights. (a) Except for any action seeking Damages, specific performance or injunctive relief for the breach of any covenant contained in this Agreement, or for common law fraud or deceit in the negotiation or execution of this Agreement, the indemnification provided any Person pursuant to this Article XIV shall be such Person’s sole and exclusive remedy for any breach by any Party hereto of any representation, warranty or covenant contained in this Agreement, the Environmental Agreement or in any certificate or document (to the extent such certificates or documents relate to matters covered by the representations, warranties or covenants contained herein) required to be delivered in connection herewith, or in connection with the consummation of the transactions provided for hereby. Without limiting the prior sentence, each of Seller and Buyer hereby waives (on its behalf and on behalf of any other Indemnified Party) any claim or cause of action pursuant to common or statutory law or otherwise against Seller and Buyer and their respective Affiliates with respect to claims of any nature whatsoever that are attributable to the Acquired Assets or the Operations, whether arising before, on or after the Closing Date; provided, however, the foregoing limitation shall not (i)apply in the event of fraud or willful misconduct by Seller or Buyer in the negotiation or execution of this Agreement or (ii) alter, limit or impair Seller’s or Buyer’s obligations arising from this Agreement or the Related Agreements. The provisions of this Section 14.05(a) shall not limit or diminish the liability of Seller, Buyer or their respective Affiliates for their negligence or willful misconduct, if any, committed prior to or after the Closing. Additionally, the provisions of this Section 14.05(a) shall not limit or diminish the rights of a Party to cross claim against a Party for claims arising from a Third Party Claim provided such cross claim does not include any claim for Damages from the other Party except to the extent of the other Party’s proportionate share of the third party’s damages or other third party relief granted, if any.
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Coordination of Indemnification Rights. (i) Except for any action seeking specific performance and/or injunctive relief for the breach of any covenant contained in this Agreement, the indemnification provided to any Person pursuant to this Agreement shall be such Person's sole remedy for any breach by any party hereto of any representation, warranty or covenant contained in this Agreement or in connection with the consummation of the transactions contemplated hereby.
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Coordination of Indemnification Rights 
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Related to Coordination of Indemnification Rights

  • Termination of Indemnification (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Authorization of Indemnification Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:

  • Indemnification and Exculpation of Indemnitees (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.

  • Enforcement of Indemnification Rights If the Reviewing Party determines that the Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and 3 above within 30 days after a written demand has been received by the Company, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an “Enforcement Proceeding”) and, if successful in whole or in part, the Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and the Indemnitee.

  • Indemnification of Indemnitee The Company hereby agrees to defend, hold harmless, and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Payment of Indemnification If, in regard to any Losses:

  • Continuation of Indemnification All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.

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