Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.
Indemnification Matters. (a) Grant hereby agrees to indemnify, defend and hold Weatherford and its Affiliates and each of their respective officers, directors, employees, agents and assigns (collectively, the "Weatherford Indemnified Parties") harmless from and against any and all Liabilities or Environmental Liabilities (including, without limitation, reasonable fees and expenses of attorneys, accountants, consultants and experts) that the Weatherford Indemnified Parties incur, suffer or realize, are subject to a claim for or are subject to, that are based upon, arising out of, relating to or otherwise in respect of:
(i) any breach of any covenant or agreement of any Grant Company contained in this Agreement or any other agreement contemplated hereby, including the Tax Allocation Agreement;
(ii) the acts or omissions of any Grant Company or any Affiliate of any Grant Company (other than Weatherford and its Affiliates that are not Grant Companies after the Distribution) or the conduct of any business by them or any predecessor thereto before, on or after the Distribution Date;
(iii) the Grant Liabilities;
(iv) the Assets;
(v) the conveyance, assignment, sale, lease or making available of the Assets;
(vi) any Grant Tax (except as provided otherwise in the Tax Allocation Agreement);
(vii) any and all amounts for which Weatherford may be liable on account of any claims, administrative charges, self-insured retentions, deductibles, retrospective premiums or fronting provisions in insurance policies, including as the result of any uninsured period, insolvent insurance carriers or exhausted policies, arising from claims by any Grant Company or any Affiliate of any Grant Company, or the employees of any of the foregoing, or claims by insurance carriers of any Grant Company for indemnity arising from or out of claims by or against any Grant Company for acts or omissions of any Grant Company, or related to any current or past business of any Grant Company or any product or service provided by any Grant Company;
(viii) any COBRA Liability with respect to any employees of Weatherford who become employees of any Grant Company after the Distribution;
(ix) any settlements or judgments in any litigation commenced by one or more insurance carriers against Weatherford on account of claims by any Grant Company or employees of any Grant Company;
(x) any and all Liabilities incurred by Weatherford pursuant to its obligations hereunder in seeking to obtain or obtaining any consent or approval to assig...
Indemnification Matters. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, in the case of any conflict between this Agreement or any Ancillary Agreement (other than the Indemnification and Release Agreement) and the Indemnification and Release Agreement in relation to any matters addressed by the Indemnification and Release Agreement, the Indemnification and Release Agreement shall prevail; provided, however, that in relation to any matters concerning Taxes, the Tax Sharing Agreement shall prevail over the Indemnification and Release Agreement, and in relation to any matters governed by the Employee Matters Agreement, the Employee Matters Agreement shall prevail over the Indemnification and Release Agreement.
Indemnification Matters. This Section 6 applies to (i) this Agreement and any instruments delivered pursuant hereto other than (A) the Ancillary Agreements and (B) any supplements to the Intercompany Agreements and (ii) the Contribution Agreements and any instruments delivered thereunder (collectively such documents referred to in clause (i) and (ii) being referred to herein as the "Covered Agreements"). ------------------
Indemnification Matters. Unless otherwise specified in this Agreement, all indemnification and other Tax payments to be made pursuant to this Article VIII shall be made within thirty (30) days of (a) written notice of a payment by or the incurrence of such an amount based on a Determination by a Taxing Authority or the filing of a Tax Return, which notice shall be accompanied by a computation of the Tax due, or (b) written notice of an other indemnifiable Tax payment due, which notice shall be accompanied by a computation of the Tax due. Chronimed and MGI agree to report for Tax purposes any Tax indemnity payment made pursuant to this Article VIII as a distribution or capital contribution, as appropriate, occurring immediately before the Effective Date. If, notwithstanding the manner in which Tax indemnity payments are reported, there is an adjustment to the Tax liability of the recipient of a Tax indemnity payment, the payment shall be appropriately adjusted to place the parties in the same after-Tax position they would have enjoyed absent such adjustment to Tax liability. If an indemnified party realizes a benefit in any period as a result of making the payment with respect to which an indemnification or other Tax payment is required to be made, the indemnified party shall pay to the indemnifying party the amount of such Tax benefit. If any indemnification payment required to be made pursuant to this Agreement is not made when due, such payment shall bear interest at the prevailing interest rate for underpayments as determined under Section 6621 of the Code; provided, however, that this sentence shall not permit a doubling up of interest for a time period if the amount to paid as an indemnity payment includes interest for such time period.
Indemnification Matters. The provisions of Sections 5.4 through 5.17 of the Distribution Agreement shall govern claims for indemnification under this Agreement, provided that, for purposes of this Section 6.6, in the event of any conflict between the provisions of the Distribution Agreement and this Article VI, the provisions of this Agreement shall control.
Indemnification Matters. The Company hereby acknowledges that it will enter into indemnification agreements with each director on the Board and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such director on the Board to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such director).
Indemnification Matters. (a) The Purchaser hereby agrees and acknowledges that Purchaser’s right to assert claims against the General Escrow Funds pursuant to ARTICLE XI and ARTICLE XII of this Agreement (together with the Escrow Agreement) shall be the Purchaser’s sole and exclusive source of recovery for any amounts owing to the Purchaser pursuant to ARTICLE XI and ARTICLE XII.
(b) The Purchaser hereby acknowledges and agrees that, except as expressly provided in Section 13.14(a), none of the Company, nor any of the Seller Indemnification Parties, shall have any liability, responsibility or obligation arising under this Agreement or any exhibit or Schedule hereto, or any ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection herewith, or as a result of any of the transactions contemplated hereby or thereby, such Section 13.14(a) and the other provisions of this Agreement referred to therein being the sole and exclusive remedy for all claims, disputes and losses arising hereunder or thereunder or in connection herewith or therewith, whether purporting to sound in contract or tort, or at law or in equity, or otherwise, except for proven claims for fraud.
(c) The Representative (on behalf of the Stockholders and Optionholders) hereby agrees and acknowledges that the obligations of the Purchaser and the Surviving Corporation described in Section 3.03(g)(ii) shall be the Stockholders’ and the Optionholders’ sole and exclusive source of recovery for any amounts owing to the Stockholders and the Optionholders’ pursuant to Section 3.03(g)(ii).
Indemnification Matters. After the Separation Date, Prime shall, to the same extent and on the same terms and conditions provided for in Prime's articles of incorporation and bylaws, in each case as of the date of this Agreement, to the extent consistent with applicable law, indemnify and hold harmless the Executive against all costs and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Separation Date), whether civil, administrative or investigative, arising out of or pertaining to any action or omission in the Executive's capacity as an officer or director, in each case occurring on or before the Separation Date; provided, however, that there shall be no indemnification for the Executive in relation to matters as to which the Executive is adjudged to have been guilty of fraud or intentional act of malfeasance, in which event the Executive shall indemnify the Company for any costs, losses, damages, judgments, liabilities and expenses (including reasonable attorneys' fees) which may be suffered by the Company in connection therewith. The parties agree to reasonably cooperate in the future to the extent that either party is needed by the other as a witness in any litigation and in any transaction matters related to the Executive's departure or other matters arising out of the operations of the Company prior to such termination taking into account each party's other commitments. The Company will reimburse the Executive for any reasonable out-of-pocket expenses he incurs in connection with his compliance with this provision. Expenses incurred by the Executive in connection with any claim for indemnification shall be paid by the Company in advance upon the written request of the Executive. At the Company's option and at its sole expense, it may provide legal counsel on behalf of the Executive in the defense of any claim arising out of his employment with the Company; provided, however, that the Executive retains the right to participate in the defense of any such action.
Indemnification Matters. The Parties shall comply with the provisions and agreements set forth on Schedule 6.4, which is incorporated herein by reference.
