Indemnification Coverage Clause Samples

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company and each of their officers, directors, employees, agents and affiliates (other than the Seller) (collectively, the "Buyer Indemnified Parties") harmless for any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Seller or the breach of any warranty by the Seller contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; (ii) any failure by the Seller to perform or observe any term, provision, covenant, or agreement on the part of the Seller to be performed or observed under this Agreement; (iii) the Reorganization Transactions; or (iv) the Excluded Subsidiaries or any assets or obligations of such entities. (b) Notwithstanding the Closing or the delivery of the Subject Membership Interest and the Golden Unit and regardless of any investigation at any time made by or on behalf of the Seller or of any knowledge or information that the Seller may have, the Buyer hereby indemnifies and agrees to defend, save and hold the Seller and their officers, directors, employees, agents and affiliates (collectively, the "Seller Indemnified Parties") harmless for any Loss suffered by any such Seller Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Buyer or the breach of any warranty by the Buyer contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; or (ii) any failure by the Buyer to perform or observe any term, provision, covenant, or agreement on the part of the Buyer to be performed or observed under this Agreement. (c) The foregoing indemnification obligations shall be subject to the following limitations: (i) the Seller'...

Indemnification Coverage. To the fullest extent permitted by applicable law, Executive shall be entitled to indemnification following the Separation Date on the same terms as indemnification is provided by the Company to other employees, officers, and directors through the Company’s Directors and Officers insurance coverage and/or bylaws. Such indemnification shall remain effective after the Separation Date with respect to the actions or omissions of Executive on or before the Separation Date.

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Subject Membership Interest, and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have the Seller hereby indemnifies and agrees to defend, save and hold the Buyer, the Company, the Subsidiaries of the Company and each of their officers, directors, employees, agents and affiliates (other than the Seller) (collectively, the "Buyer Indemnified Parties") harmless for any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including reasonable attorneys', consultants' and experts' fees), claim or cause of action (each, a "Loss") suffered by any such Buyer Indemnified Party at any time or from time to time arising out of, relating to or resulting from any of the following: (i) any breach or inaccuracy in any representation by the Seller or the breach of any warranty by the Seller contained in this Agreement or any certificates or other documents delivered pursuant to this Agreement on Closing; (ii) any failure by the Seller to perform or observe any term, provision, covenant, or agreement on the part of the Seller to be performed or observed under this Agreement; or

Indemnification Coverage. During the term of this contract, the City and LELS #597 hereby agree to open negotiations if the City makes any changes to the current Indemnification Policy, or if the Minnesota State Legislature passes legislation that changes the current state statues regarding indemnification of law enforcement or qualified immunity of law enforcement.

Indemnification Coverage. 34 Section 8.3 Procedures.........................................................................36 Section 8.4 Remedy.............................................................................37

Indemnification Coverage. (a) Notwithstanding the Closing or the delivery of the Shares and regardless of any investigation at any time made by or on behalf of the Buyer or of any knowledge or information that the Buyer may have, the Seller Parent shall indemnify and agree to defend, save and hold the Buyer, the Company and each of their officers, directors, employees, agents and affiliates (other than the Seller Parent and the Seller) (collectively, the “Buyer Indemnified Parties”) harmless if any such Buyer Indemnified Party shall at any time or from time to time suffer any damage, judgment, fine, penalty, demand, settlement, liability, loss, cost, Tax, expense (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees), claim or cause of action (each, a “Loss”) arising out of, relating to or resulting from: (i) any breach or inaccuracy (determined without regard to any qualifier as to “materiality,” “material adverse effect” or any derivative of such terms (except that the word “material” shall not be so disregarded as the same modifies (A) the word “Contracts” or the words “insurance policies,” (B) the word “information” in Section 2.5(c)(i), (C) the word “filings” in Section 2.5(f), and (D)(I) the word “permits” in Section 4.1(b), (II) the word “agreement” in Section 4.1(m), (III) the word “changes” in Section 4.1(p), and (IV) the phrase “actions, suits, arbitrations or proceedings” in Section 4.1(r), in each case as such provisions are referred to in Section 2.6(a)(ii)) in any representation by the Seller Parent or the Seller contained in this Agreement or any certificates or other documents delivered by any of them pursuant to this Agreement at the Closing; (ii) any failure by the Seller Parent or the Seller to perform or observe any term, provision, covenant, or agreement on the part of any of them to be performed or observed under this Agreement; (iii) any liability in respect of any business (whether as a transfer of assets or capital stock) transferred (whether by way of sale, merger, reorganization or consolidation, distribution or otherwise) or discontinued by the Company or any of its present or former Subsidiaries after December 6, 1998 to any Person, but only to the extent such liability is not reflected in the Company’s consolidated balance sheet in the FY 2005 Statements; (iv) any liability resulting by reason of the several liability of the Company or any of its Subsidiaries pursuant to Treasury Regulations § 1.1502-6 or any analogous s...

Indemnification Coverage. For purposes of this Agreement, the right to indemnification shall extend to the parties hereto and their partners, venturers and affiliates, and each of their owners, directors, officers, employees, representa tives, contractors and agents. All indemnity obligations and liabilities assumed by the parties under the terms of this Agreement, including, without limitation, this Section 6, shall be without monetary limit, and without regard to the cause or causes thereof (including pre-existing conditions or defects), the negligence of any party or parties (whether the negligence be sole, joint or concurrent, active or passive), and the fault or responsibility of any party or parties under any other contract or any statute, rule or theory of law (including, but not limited to, strict liability).

Indemnification Coverage. (a) The parties have agreed that the Investors are entitled to full and complete indemnification to the extent provided in the Purchase Agreement, without off-set, deduction, counter-claim, defense or discount of any kind, with respect to any and all amounts now or hereafter paid or payable at any time, and from time to time, under or in respect of the Macquarie Agreement, including, without limitation, in connection with or as consideration for, the further termination, modification, amendment, release or waiver thereof, or which otherwise may become payable to Macquarie (each, a “Macquarie Advisory Payment”). The Company shall satisfy such indemnification obligation by issuing to the Investors (pro rata among them) through the delivery to them of duly executed certificates evidencing such shares, within five (5) Business Days after each such Macquarie Advisory Payment is made, a number of shares of Series A-1 Preferred Stock having a Initial Stated Value equal to the amount of each such Macquarie Advisory Payment, together with a corresponding number of shares of Series A-2 Preferred Stock which would then be convertible into 1.36% of the Common Stock on a Fully Diluted Basis for each $1,000,000 (pro-rated for any portion of, or partial amount over, such $1,000,000) in Macquarie Advisory Payments (such shares of Series A-1 Preferred Stock and Series A-2 Preferred Stock as may be issuable from time to time, the “Indemnity Shares”); provided, that, in the case of the Macquarie Advisory Payments made in connection with the Additional Closing on or about December 18, 2013 the Company shall issue to the Investors (pro rata among them) on the date hereof, in addition to the Additional Shares and the Corrective Shares, the number and type of shares of Preferred Stock, in the respective amounts set forth as the “Indemnity Shares” opposite their names on Schedule I hereto (collectively, the “Indemnity Shares”). The issuance of the Indemnity Shares pursuant to the foregoing proviso shall be a condition precedent to the Additional Closing described in Sections 1 and 2 of this Agreement. The obligation to issue Indemnity Shares under this Section 8.1(a) shall survive indefinitely. For purposes of clarity, the indemnification obligations of the Company to the Investors in respect of the Macquarie Advisory Agreement do not apply to the payments made to Macquarie Capital at the initial closing of the Purchase Agreement on August 1, 2013. (b) Notwithstanding anything in...

Indemnification Coverage. 43 SECTION 8.3. Procedures............................................................................... 45 SECTION 8.4. Waiver of Consequential, Etc. Damages.................................................... 47 SECTION 8.5. Compliance with Express Negligence Rule.................................................. 47 SECTION 8.6. Liquidated Damages....................................................................... 47 SECTION 8.7. Remedy................................................................................... 47 SECTION 8.8. Tax Treatment of Indemnity Payments...................................................... 48 SECTION 8.9.