Indemnification Indemnification Sample Clauses
The Indemnification clause establishes a party's obligation to compensate the other party for certain losses, damages, or liabilities arising from specified events or actions. Typically, this clause requires one party to cover costs such as legal fees, settlements, or damages if the other party is sued or suffers harm due to the indemnifying party's actions or omissions. Its core practical function is to allocate risk between the parties, ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from unexpected liabilities.
Indemnification Indemnification. Whether or not the transactions contemplated hereby are consummated, the Facility Parties, jointly and severally, agree to indemnify, save and hold harmless the Agent, the Collateral Agent, each Lender, each other Protected Party and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the “Indemnitees”) from and against (and without duplication of amounts payable or the provisions which relate to such payment under the other provisions of the Loan Documents): (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Agent, the Collateral Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Facility Party, any Affiliate of any Facility Party or any of their respective officers or directors; (ii) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Obligations and the resignation or removal of the Agent or the Collateral Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or relating to, the Loan Documents, any predecessor Loan Documents, the Commitments, the use of or contemplated use of the proceeds of any Loan, or the relationship of any Facility Party, the Agent, the Collateral Agent and the Lenders under this Agreement or any other Loan Document; (iii) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by, imposed on or asserted against such Indemnitee in connection with any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in clause (i) or (ii) above; (iv) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by, imposed on or asserted against such Indemnitee in connection with any Loan Document, Lease Document, other Transaction Document or any document contemplated hereby or thereby and payments made pursuant hereto or ...
Indemnification Indemnification. The Principals shall indemnify the Surviving Corporation, Parent, the Buyer, their successors and assigns, and the officers, directors, affiliates, employees, controlling persons and agents of the foregoing (collectively, the "Buyer Indemnified Persons"), and hold each of them harmless against and in respect of any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and
Indemnification Indemnification. Independent Service Professional shall defend, indemnify and hold harmless Filthy Pro 1 LLC and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Independent Service Professionals acts or omissions; and (b) Service Professionals breach of any representation, warranty, or obligation under this Agreement. The services that Independent Service Professional provides pursuant this Agreement are fully and entirely inactions of a Service Requester or other third party in relation to the services provided by the Independent Service Professional. Independent Service Professional understands, therefore, that by using the Filthy Pro Service Fusion Platform, Independent Service Professional will be introduced to a third party in relation to whom Filthy Pro 1 LLC has not conducted any background or reference checking that may be potentially dangerous, and that Service Professional uses the Filthy Pro; Service Fusion Platform at his/her own risk. Please initial and date here that you have read and understood the above information and agree to the policy as listed above in section 3.
Indemnification Indemnification. If a third party claims that the Product infringes any U.S. patent, copyright, or trade secret, Gurobi will (as long as You are not in default under this Agreement or any other agreement with Gurobi) defend and indemnify You against such claim at Gurobi’s expense and pay all damages that a court finally awards, including reasonable attorneys’ fees, provided that You promptly notify Gurobi in writing of the claim, allow Gurobi to control the defense of such claim, and cooperate with Gurobi in the defense or any related settlement negotiations. Gurobi shall have sole discretion with regard to matters of settlement of any infringement claim so long as the settlement does not adversely affect You, or require You to affirmatively take or to refrain from taking some action.
Indemnification Indemnification. 55 Exclusivity .........................................................................................................................57 AS-IS Sale; Waiver of Warranties .....................................................................................58
Indemnification Indemnification. By Seller . Seller shall indemnify , defend and hold harmless Purchaser and its directors, officers , employees and shareholders, from , against and in respect of any and all claims, suits , actions , proceedings , damages , costs , liabilities , losses, judgments , penalties , fines , expenses or other costs , 6 j/t, - based upon such representations warranties , covenants or obligations . Non - Exclusive Remedy . The indemnification provisions in this Art i cle 8 are in addition to any and all other remedies of the parties hereto available under applicable law with respect to the breach of any represen tation , warranty , covenant or agreement of the other party hereto . ARTICLE 9 - GENERAL PROVISIONS Material Adverse Effect . For purposes of this Agreement , a " Material Adverse Effect " shall mean : ( 1 ) with respect to the Purchased Assets , a material adverse effect on the Purchased Assets , the operations or financial condition of the assets or on Seller ' s ability to consummate the transactions contemplated by this Agreement ; and ( 2 ) with respect to the Purchaser the financial condition of the Purchaser , Purchaser ' s ability to consummate the transactions contemplated by this Agreement ; and the existence of any accrued or contingent liabilities not disclosed to the Seller in this Agreement . Seller ' s Knowledge . Where a representation or warranty is stated to be based on or to the knowledge of the Seller , such phrase or words of similar import shall refer solely to the actual knowledge, after due inquiry , of ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ , Sellers Managing Director , as of the date of this Agreement . Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement Severability . If any provision of this Agreement , or the apptication thereof to any person , place or circumstance , shall be held by a court of competent jurisdiction to be illeg al , inva lid , unenforceable or void , then such provision shall be enforced to the extent that it is not illegal , invalid , unenforceable or void , and the remainder of this Agreement , as well as such provision as applied to other persons , places or circumstances shall remain in full force and effect . Waiver . With regard to any power , remedy or right provided in this Agreement or otherwise available to any party , (a) no waiver or extension of time shall be effective unless expressly contain...
Indemnification Indemnification. Subject to Section 12.1, after Closing, Seller shall indemnify and hold harmless Purchaser and any Person directly or indirectly controlling or controlled by Purchaser, and their respective directors, officers, employees and agents, from and against any and all Losses asserted against or incurred by Purchaser to the extent arising out of or resulting from the following: (i) any breach of any representation or warranty made by Seller in this Agreement (disregarding, in each case other than in the case of Section 5.14, for purposes of determining the amount of any Loss (but not for purposes of determining whether there has been a breach), any qualification on any such representation or warranty as to “materiality,” “in all material respects,” “Material Adverse Effect” or similar materiality qualifications); (ii) any breach of any covenant or agreement to be performed by Seller pursuant to this Agreement; (iii) any Excluded Taxes; (iv) any Excluded Liability; or (v) any responsibility, obligation, duty, legal action, administrative or judicial proceeding, claim, penalty or liability arising out of Seller’s ownership or operation prior to the Effective Time of the business represented by the Branches and the Assets.
Indemnification Indemnification. To the extent permitted by law, ▇▇▇▇▇▇ agrees to indemnify, save and hold harmless, LANDLORD from any and all direct cost, claims, damages, expenses, loss, or causes of action which arise out of this Lease as a result of the negligent or unintentional acts of the Parties. Nothing in this Lease shall be construed to be an admission or fault or liability, and nothing herein shall limit the defenses and immunities legally available to each party. Neither party shall be considered to be the agent or representative of the other party.
Indemnification Indemnification. Indemnification Indemnification. ------- ---------------
(a) From and after the Initial Completion Date, ▇▇▇▇▇▇▇ shall indem-nify and hold harm-less Du Pont, the Surviv-ing Corpo-rations, the Foreign Protein Subsid-iaries and their respective Subsid-iar-ies and all offi-cers and direc-tors of the foregoing (col-lec-tive-ly, the "Du -Pont Indem-ni-fied ---------------------- Par-ties") from and against all lia-bili-ties or expenses (including -------- attorneys' fees), judgments, fines, losses, claims, damag-es and amounts paid -------- in set-tlement, including conse-quen-tial, incidental and punitive damages ("Damag-es") to the extent they are the result of, arise in connection with, ------- or relate to (i) any inac-cu-racy in or breach of any repre-sen-ta-tion or warranty con-tained in Article IV of this Agree-ment or in the representation letters of ▇▇▇▇▇▇▇ refer-enced in Sec-tions 7.2(g) and 7.3(h) hereof, (ii) the fail-ure of ▇▇▇▇▇▇▇, Stock-holder or any Pro-tein Subsid-iary to duly per-form or ob-serve any term, provi-sion, cove-nant or agree-ment re-quired to be per-formed or ob-served by ▇▇▇▇▇▇▇, Stock-holder or such Pro-tein Subsidiary pursu-ant to this Agree-ment, (iii) any claims by any third party that ▇▇▇▇▇▇▇, any of its Subsid-iar-ies or any Protein Subsid-iary or any Person on their behalf entered into any agreement or agree-ment-in-princi-ple or made any binding representation or prom-ise to such third party with re-spect to the sale of any Protein Subsidiary or any inter-est there-in, (iv) the Ex-cluded Assets or any opera-tions or busi-ness conducted with or at such assets or any liabili-ties related thereto includ-ing any liabilities aris-ing out of the distri-bution or trans-fer of such assets by any Protein Subsid-iary to Stock-holder or any of its Sub-sid-iar-ies, (v) [clause intentionally omitted] or (vi) any occur-rence, event or loss with re-spect to which (but only to the extent to which) ▇▇▇▇▇▇▇ or a Subsid-iary thereof is enti-tled to recov-ery under the insur-ance coverage which ▇▇▇▇▇▇▇ has or has agreed to main-tain or continue pursuant to Section 6.19 hereof (it being acknowl-edged that this clause (vi) should be indepen-dent of, and shall not limit any rights under, any of the preceding clauses (i)-(v)). For pur-poses of clause (i) above, the repre-sen-ta-tions and war-ran-ties con-tained in Article IV hereof shall be deemed to have been made as of the time of the execu-tion and deliv-ery of this Agree-ment and again as of ...
Indemnification Indemnification