Indemnification by LPS Clause Samples

The "Indemnification by LPS" clause requires the LPS (likely a party to the agreement) to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to LPS. Typically, this means that if the other party faces claims, lawsuits, or expenses due to LPS's negligence, misconduct, or breach of contract, LPS must cover those costs. This clause is essential for allocating risk, ensuring that the party responsible for causing harm bears the financial consequences, and protecting the other party from unforeseen liabilities.
Indemnification by LPS. Without limiting the obligations of LPS under the Assumption Agreement, LPS will indemnify, defend and hold harmless FIS, each member of the FIS Group, each of their respective past, present and future Representatives, and each of their respective successors and assigns (collectively, the “FIS Indemnified Parties”) from and against any and all Indemnifiable Losses incurred or suffered by the FIS Indemnified Parties arising or resulting from the following, whether, except as set forth below, such Indemnifiable Losses arise or accrue prior to, on or following the Asset Contribution Date: (a) (i) the ownership or operation of the assets or properties, or the operations or conduct, of the Transferred Business or any other business of the LPS Group, whether arising before or after the Asset Contribution Date, including without limitation any liabilities arising out of or in connection with the employment agreements with any of the Transferred Employees and (ii) the liabilities described on Schedule 7.1(a); (b) without limiting clause (a), any guarantee, indemnification obligation, surety bond or other credit support arrangement by FIS or any of its Affiliates for the benefit of LPS or any of LPS’s Affiliates or for the benefit of the Transferred Business, subject to any limitations on liability in such agreement; (c) any untrue statement of, or omission to state, a material fact in the FIS Public Filings to the extent it was as a result of information that LPS furnished to FIS, if such statement or omission was made or occurred after the Asset Contribution Date; and (d) any untrue statement of, or omission to state, a material fact in any LPS Public Filing, except to the extent the statement was made or omitted in reliance upon information provided to LPS by FIS expressly for use in any such LPS Public Filing, or information relating to and provided by any underwriter expressly for use in any registration statement or prospectus.
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Indemnification by LPS. LPS shall indemnify, defend and hold harmless (collectively, “Indemnify”) FNF and its respective employees, agents, officers, and designated representatives and including, for purposes of Sections 20.1(d) and 20.3, the FNF Entities (collectively, the “FNF Indemnified Parties”) from and against any judgment, damage, fine, demand, loss, cost of any kind, liability (including settlements and judgments) or expense (including reasonable attorneys’ fees and expenses and court costs) (collectively, “Damages”): (a) arising in connection with or as a result of (i) a violation of international, foreign, Federal, state, local or other laws or regulations for the protection of persons or members of a protected class or category of persons, including unlawful discrimination by LPS or any LPS Subcontractors or any of their respective employees or agents (collectively the “LPS Agents,” and each, a “LPS Agent”), (ii) work-related injury or death caused by LPS or any LPS Agent; or (iii) any other aspect of the employment relationship of any LPS employee with LPS or the termination of the employment relationship with LPS (including claims for breach of an express or implied contract of employment), to the extent caused by alleged or actual improper conduct of LPS or any LPS Agent; (b) relating to any amounts including taxes, interest and penalties assessed against FNF that are the obligations of LPS pursuant to Article 13; (c) arising in connection with or as a result of death, personal injury, or damage to or loss of real or personal property, which is caused by the acts or omissions of LPS or any LPS Agent; (d) arising in connection with or as a result of LPS’s breach of any confidentiality obligations of LPS pursuant to Article 16; or (e) arising in connection with the failure of LPS to comply with its obligations pursuant to Article 10.
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Related to Indemnification by LPS

  • Indemnification by ▇▇▇▇▇ ▇▇▇▇▇ agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by ▇▇▇▇▇ to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that ▇▇▇▇▇ has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by ▇▇▇▇▇▇ The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by ▇▇▇▇▇▇▇ Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification by ▇▇▇▇▇▇▇▇ The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by ▇▇▇▇▇▇▇▇▇ The Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees.