Indemnification by the Company Group Sample Clauses

Indemnification by the Company Group. 5.2.1 EACH MEMBER OF THE COMPANY GROUP, SEVERALLY AND NOT JOINTLY, SHALL FULLY INDEMNIFY AND DEFEND PROVIDER AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUBCONTRACTORS (THE “PROVIDER INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITY, DEMANDS, CLAIMS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) (“DAMAGES”) DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT, INCLUDING DAMAGES CAUSED BY THE BREACH BY SUCH MEMBER OF THE COMPANY GROUP OF THIS AGREEMENT AND DAMAGES CAUSED BY ANY PROVIDER INDEMNIFIED PARTY TO ANY OF THE COMPANY RIGS OR ANY RELATED EQUIPMENT, EXCEPT TO THE EXTENT CAUSED BY PROVIDER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER.
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Indemnification by the Company Group. The Company Group shall indemnify and hold harmless each Holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, its Affiliates, directors and officers from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred and documented in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) (collectively, “Losses”), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, Issuer Free Writing Prospectus or Offering Material, or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Holder furnished to the Company in writing by such Holder expressly for use therein.
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Indemnification by the Company Group. The Company Group shall indemnify and hold harmless the Chesapeake Entities, and the officers, directors, employees, agents and representatives of the Chesapeake Entities (collectively, the “Chesapeake Entities Indemnified Parties”) from and against all Claims, and upon demand by the Chesapeake Entities, shall protect and defend the Chesapeake Entities Indemnified Parties from the same, alleged, asserted or suffered by or arising in favor of any Person, and shall pay any and all Losses incurred by, imposed upon or rendered against one or more of the Chesapeake Entities Indemnified Parties, whether based on contract, or tort, or pursuant to any statute, rule or regulation, and regardless of whether the Claims are foreseeable or unforeseeable, all to the extent that such Losses are in respect of or arise from (i) breaches by the Company Group of this Agreement or (ii) Claims by a third party relating to (A) any acts or omissions of the Chesapeake Entities Indemnified Parties in connection with their performance of the Services, solely to the extent that (x) such acts or omissions were performed or omitted at the direction of the Company, and without material deviation therefrom, and (y) such Services were performed in accordance with the standard of performance set forth in Section 5.1, or (B) the Company Group’s gross negligence or willful misconduct, PROVIDED THAT THE COMPANY GROUP SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE CHESAPEAKE ENTITIES INDEMNIFIED PARTIES FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF ANY CHESAPEAKE ENTITIES INDEMNIFIED PARTY.
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Indemnification by the Company Group. Each member of the Company Group hereby agrees, jointly and severally, to indemnify and hold harmless Parent and its successors, assigns and affiliates (and its and their respective directors, officers, employees, agents and Representatives) from and against any and all claims, damages, liabilities, fines, liens, losses or other obligations whatsoever, together with costs and expenses, including fees and dis bursements of counsel and expenses of investigation, incurred in connection therewith or in connection with the enforcement of the indemnifying party's indemnification obligations hereunder (collectively, "Losses") arising out of, based upon or caused by the inaccuracy of any representation or the breach of any warranty or covenant of any member of the Company Group contained in this Agreement or in any agreement, certificate or other instrument delivered by any member of the Company Group pursuant to this Agreement. Notwithstanding the foregoing, Xxxxxx shall only be liable with respect to losses resulting from the breach by her of Sections 3.2(b) (but only to the extent of losses resulting from the circumstance that the shares of Common Stock owned by Xxxxxx are not free and clear of any liens, claims, mortgages, encumbrances, pledges, security interest, equities and charges of any kind), 3.27 and 3.28.
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Indemnification by the Company Group. Following the Closing, the Company Group Holders shall indemnify, defend, hold harmless and reimburse each member of the Blue Owl Group and each of their respective directors, officers, employees, successors and permitted assigns, in their capacity as such (the “Parent Indemnified Parties”) for, from and against all Losses imposed on, incurred or suffered by any Parent Indemnified Party to the extent arising out of or relating to (i) any breach of any representation or warranty contained in Article III, (ii) any breach of any covenant of the Company Group contained in this Agreement, (iii) any Company Pre-Closing Taxes or (iv) any Company Reorganization Taxes; provided that, in respect of clause (iv), Losses in respect of Company Reorganization Taxes shall be indemnified as follows: (A) Losses in respect of Taxes arising directly as a result of the Company Reorganization structure not resulting in a tax-free reorganization shall only be indemnified by the Company Group Holders pursuant to clause (iv) in an amount equal to 50% of any such Loss and (B) Losses in respect of Taxes arising directly as a result of the Company Reorganization not being implemented in accordance with the steps set forth in Section 2.1 shall be indemnified by the Company Group Holders pursuant to clause (iv) in an amount equal to 100% of any such Loss, in each case, subject to the other limitations set forth in this Article IX.
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Related to Indemnification by the Company Group

  • Indemnification by the Company The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

  • Indemnification by the Corporation Subject to Section 5.3, the Corporation shall indemnify the Depository, any Depository’s Agent and any Registrar (including each of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions or documents contemplated hereby, except for any liability arising out of negligence, willful misconduct or bad faith on the respective parts of any such person or persons. The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.

  • Indemnification by the Buyer The Buyer agrees to indemnify, defend and hold harmless Seller against and in respect of any loss, damage, deficiency, cost or expense (including without limitation reasonable attorneys’ fees) resulting from any breach by the Buyer of any of the representations, warranties, covenants or agreements of the Buyer contained in this Agreement.

  • Indemnification by the Parent (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.

  • Indemnification by the Sellers Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

  • Indemnification by the Seller Subject to the limitations set forth in this Article VII, each of the Seller and the Owner, jointly and severally (the “Seller Indemnifying Parties”), agrees to indemnify and hold harmless the Buyer, including its shareholders, members, directors, managers, officers, employees, Affiliates, and agents (each, a “Buyer Indemnified Party” and, collectively, the “Buyer Indemnified Parties”), against all claims, losses, Liabilities, damages, deficiencies, diminutions in value, costs, interest, awards, judgments, penalties, and expenses, including reasonable out-of-pocket attorneys’ and consultants’ fees and expenses and including any such reasonable expenses incurred in connection with investigating, defending against, or settling any of the foregoing (each, a “Loss” and, collectively, the “Losses”) paid, suffered, incurred, sustained, or accrued by any Buyer Indemnified Party, directly or indirectly, as a result of, arising out of, or in connection with: (a) any inaccuracy in, or breach of, any of the representations or warranties of the Seller and the Owner contained in this Agreement, (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by the Seller and/or the Owner pursuant to this Agreement, (c) any Excluded Asset or any Excluded Liability, (d) fraud by the Seller and/or Owner, (e) misclassification of any Seller employees and/or independent contractors, (f) any Excluded Taxes of the Seller, and/or (g) any violation, investigation, or enforcement proceeding under the Laws and regulations administered by U.S. Customs and Border Protection, including Laws requiring accurate entry declarations and payment of duties for imported merchandise, pertaining to merchandise imported by or for the Seller, during the period ending on or before the Closing Date.

  • INDEMNIFICATION BY THE SUB-ADVISER The Trust shall not be responsible for, and the Sub-Adviser shall indemnify and hold the Trust or any Fund of the Trust harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the willful misfeasance, bad faith, negligent acts or reckless disregard of obligations or duties of the Sub-Adviser or any of its officers, directors, employees or agents.

  • Indemnification by the Sponsor The Sponsor shall, or shall cause the Trust to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the costs and expenses of participating in or defending itself against any loss, damage or liability, whether in a proceeding brought pursuant to Section 6.8 of this Agreement or otherwise), but excluding any costs, expenses, losses, damages or liabilities resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Sponsor’s obligations under this Section 6.3.3 shall survive the termination of this Agreement.

  • Indemnification by the Adviser The Adviser agrees to indemnify and hold harmless the Company and each of its directors, officers, employees, and agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” for the purposes of Sections 8.4 to 8.6) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Adviser which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

  • Indemnification By the Fund 8.3(a). The Fund agrees to indemnify and hold harmless the Company, and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Fund and:

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