Indemnification by LLC Sample Clauses
The "Indemnification by LLC" clause establishes the obligation of the limited liability company to protect and compensate its members, managers, or other specified parties against losses, damages, or legal expenses arising from actions taken in good faith on behalf of the LLC. Typically, this means that if a member or manager is sued or incurs costs due to their role in the company, the LLC will cover those expenses, provided the actions were within the scope of their authority and not due to misconduct or gross negligence. This clause serves to reassure individuals involved in managing the LLC that they will not bear personal financial risk for performing their duties, thereby encouraging responsible participation and decision-making.
Indemnification by LLC. LLC shall indemnify and hold harmless REIT, its subsidiaries, each of their respective directors, trustees, officers and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including liabilities for all reasonable attorneys’, accountants’, and experts’ fees and expenses (collectively, “Covered Liabilities”), suffered, directly or indirectly, by any REIT Indemnified Party by reason of, or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Form S-1 (or any amendment thereto), including any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact in the Form S-1 or the omission or alleged omission therefrom of a material fact necessary in order to make the statement therein in light of the circumstances under which they were made, not misleading, in each case other than any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to INC by REIT or any Other REIT for use in the Form S-1 (or any amendment thereto).
Indemnification by LLC. LLC shall defend, indemnify, and hold harmless Cinemark and its Representatives from and against any and all Costs suffered or incurred by Cinemark or its Representatives in connection with, as a result of, based upon, or relating to, (i) any breach by LLC of this Agreement, (ii) any use by LLC of any information, content or other materials supplied by or on behalf of Cinemark hereunder (including the Brand), but not under the License Agreement, other than as authorized by this Agreement, (iii) any breach of a Legacy Agreement on or after the date on which such Legacy Agreement is assigned to LLC, (iv) any damage caused by LLC, its vendors or subcontractors in installation, inspection or maintenance of any Equipment, (v) any third-party claims directly resulting from acts or omissions of LLC or its designee(s), including subcontractors, (vi) any infringement, violation, misappropriation, or misuse of any third-party intellectual property rights by the LLC Property (excluding the intellectual property or other rights licensed by LLC pursuant to the License Agreement); or (vii) LLC’s fraud, willful misconduct, or noncompliance with law.
Indemnification by LLC. LLC shall indemnify FCC and its Affiliates and each of their respective officers, directors, employees and agents against, and defend and hold them harmless from, any third-party claim, loss, liability, damage, cost or expense (including reasonable fees and expenses of counsel) (collectively, “Losses”) incurred by any such indemnified person arising out of any alleged or actual: (i) personal injury to employees or agents of FCC or its Affiliates caused solely by LLC or its Affiliates (or by their respective agents or employees) (i.e., there is no contributory negligence by a third party) while in, upon, or about the premises of LLC or its Affiliates, or suffered solely as a result of the acts of any of LLC or its Affiliates (or of their respective agents or employees); (ii) (A) infringement by LLC or its Affiliates of any third party Intellectual Property Rights (including to the extent that the grant of a license to FCC and its Affiliates pursuant to Section 13(a) of this Agreement infringes any third party Intellectual Property Rights) or (B) infringement of any third party Intellectual Property Rights by the Powder Products (except to the extent such infringement arises from Intellectual Property Rights provided by the Vista Outdoor Group and required by the Vista Outdoor Group to be incorporated into the Powder Products), except, with respect to both sub-clauses (A) and (B), LLC will have no obligation for any infringement claim based on: (x) the use of a Powder Product as modified by someone other than the Orbital ATK Group; or (y) the use or combination of a Powder Product with any products manufactured by a party other than the Orbital ATK Group, (iii) violation of applicable Law (including import/export Laws) by LLC or its Affiliates (or of their respective agents or employees) or (iv) third party product liability claims for manufacturing or design defects (whether for property damage or personal injury, including death) relating to the Powder Products (except to the extent such liability is attributable to a Vista Outdoor Group design), in each case in connection with the performance by FCC and its Affiliates under this Agreement and, in the case of clauses (i), (iii) and (iv), except to the extent that such claims arise out of or are caused by the wilful misconduct or negligence of FCC or its Affiliates, as determined by a court of competent jurisdiction in a final and nonappealable judgment.
Indemnification by LLC. LLC shall defend, indemnify, and hold harmless AMC and its Representatives from and against any and all Costs suffered or incurred by AMC or its Representatives in connection with, as a result of, based upon, or relating to, (i) any breach by LLC of this Agreement, (ii) any use by LLC of any information, content or other materials supplied by or on behalf of AMC hereunder (including the Brand), but not under the License Agreement, other than as authorized by this Agreement, (iii) any damage caused by LLC, its vendors or subcontractors in installation, inspection or maintenance of any Equipment, (iv) any third-party claims directly resulting from acts or omissions of LLC or its designee(s), including subcontractors, (v) any infringement, violation, misappropriation, or misuse of any third-party intellectual property rights by the LLC Property (excluding the intellectual property or other rights licensed by LLC pursuant to the License Agreement); or (vii) LLC’s fraud, willful misconduct, or noncompliance with law.
Indemnification by LLC. (a) LLC shall indemnify and hold APS harmless from and against any and all Liabilities arising out of or resulting from (i) any breach by LLC of this Agreement; (ii) the acts or omissions of LLC after the Closing; (iii) the failure by LLC to pay or otherwise discharge any Assumed Liabilities or any obligation incurred or accrued subsequent to the Closing relating to the Facility or the Purchased Assets; (iv) any inaccuracy or misrepresentation in or breach of any of the representations, warranties, covenants or agreements made by LLC herein; or (v) any inaccuracy or misrepresentation in any certificate or document delivered by LLC in accordance with the provisions of this Agreement. For purposes of this Section 9.2(a), the indemnification by LLC provided herein shall be in force and effect for a period of two (2) years from the Closing Date, or until expiration of the statute of limitations applicable to the specific matter indemnified against, whichever is greater. The obligation of LLC to indemnify APS shall be limited to the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00).
(b) Upon obtaining knowledge thereof, APS shall promptly notify LLC of any claim or demand which such party has determined has given or could give rise to a right of indemnification under this Agreement. If such claim or demand relates to a claim or demand asserted by a third party against such party and if LLC acknowledges LLC's obligations to indemnify and hold harmless hereunder, LLC shall have the right to employ such counsel as is reasonably acceptable to APS to defend any such claim or demand asserted against such party. APS shall have the right at its own expense to participate in the defense of any such claim or demand. So long as LLC is defending in good faith any such claim or demand, APS shall not settle such claim or demand, without the consent of LLC, which shall not be unreasonably withheld. APS shall make available to LLC all records and other materials required by LLC for its use in contesting any claim or demand asserted by a third party against APS. Whether or not LLC so elects to defend any such claim or demand, APS shall not have any obligation to do so and APS shall not waive any right that APS may have against LLC hereunder with respect to any such claim or demand by electing or failing to elect to defend any such claim or demand.
Indemnification by LLC. LLC shall indemnify and hold B&M and each of its Affiliates, officers and directors (collectively, the "B&M Indemnitees") harmless against and with respect to, and shall reimburse the B&M Indemnitees for:
(a) Any and all Losses resulting from a breach of any representation or warranty or nonfulfillment of any covenant or agreement by it contained herein or in any assignment and assumption agreements delivered to B&M hereunder or in connection herewith;
(b) Any and all Assumed Liabilities;
(c) Any and all Liabilities, accruals, deferments, debts, duties and obligations incurred or arising after the Closing Date in connection with the operation of the B&M Business or any other business of LLC; and
(d) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.
Indemnification by LLC. LLC shall defend, indemnify, and hold harmless [Circuit A] and its Representatives from and against any and all Costs suffered or incurred by [Circuit A] or its Representatives in connection with, as a result of, based upon, or relating to, (i) any breach by LLC of this Agreement, (ii) any use by LLC of any information, content or other materials supplied by or on behalf of [Circuit A] hereunder (including the Brand), but not under the License Agreement, other than as authorized by this Agreement, (iii) any breach of a Legacy Agreement on or after the date on which such Legacy Agreement is assigned to LLC, (iv) any damage caused by LLC, its vendors or subcontractors in installation, inspection or maintenance of any Equipment, (v) any third-party claims directly resulting from acts or omissions of LLC or its designee(s), including subcontractors, (vi) any infringement, violation, misappropriation, or misuse of any third-party intellectual property rights by the LLC Property (excluding the intellectual property or other rights licensed by LLC pursuant to the License Agreement); or (vii) LLC’s fraud, willful misconduct, or noncompliance with law.
Indemnification by LLC. (a) LLC shall indemnify, defend and hold Junction harmless from and against any Damages arising from any claim that the Sublicensed Summa Four Technology infringes violates, or misappropriates any patent, copyright, trademark, trade secret, mask work or other intellectual or industrial property right of any third party.
(b) Junction shall notify LLC promptly in writing of any third party action (and provide information regarding all prior related claims) brought against Junction based on a claim described in Section 4.2(a) above. LLC shall defend such action at its expense and pay all Damages attributable to such claim incurred by Junction (as they are incurred). LLC shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Junction shall reasonably cooperate with LLC in the defense of such claim, and may be represented, at Junction's expense, by counsel of Junction's selection.
(c) The provisions of Section 4.2(a) notwithstanding, LLC shall not have any liability to Junction to the extent that any claim of infringement is based upon use of the Sublicensed Summa Four Technology for any purpose unrelated to Junction's undertaking and completing work pursuant to the Development Plan.
Indemnification by LLC. (a) LLC shall indemnify, defend and hold Summa Four harmless from and against all losses, damages, settlements, costs and expenses (including reasonable attorneys' fees) (collectively, "Damages") arising from any claim that any product resulting from work performed under the Development Plan infringes, violates or misappropriates any patent, copyright, trademark, trade secret, mask work or other intellectual or industrial property right of any third party.
(b) Summa Four shall notify LLC promptly in writing of any third party action (and provide information regarding all prior related claims) brought against Summa Four based on a claim described in Section 4.1(a) above. LLC shall defend such action at its expense and pay all Damages attributable to such claim incurred by Summa Four (as they are incurred). LLC shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Summa Four shall reasonably cooperate with LLC in the defense of such claim, and may be represented, at Summa Four's expense, by counsel of Summa Four's selection.
(c) In the event that a permanent injunction based solely on a claim indemnified by LLC under Section 4.1(a) above is obtained against the Parties' development, use or distribution of the Product developed pursuant to the Development Plan, then Summa Four shall have the right to terminate this Agreement in accordance with Section 5.2
Indemnification by LLC. LLC shall indemnify and hold PGTC and WLFC (together, the "PGTC Indemnitees") harmless against and with respect to, and shall reimburse the PGTC Indemnitees for:
(a) Any and all Losses resulting from a breach of any representation or warranty or nonfulfillment of any covenant or agreement by it contained herein or in any assignment and assumption agreements delivered to PGTC hereunder or in connection herewith;
(b) Any and all Liabilities, accruals, deferments, debts, duties and obligations incurred or arising after the Closing Date in connection with the operation of the PGTC Business or any other business of LLC; and
(c) Any and all Losses constituting the payment by PGTC or WLFC of obligations and liabilities of LLC that are Assumed Liabilities.