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 assign, transfer or lease any interest in any asset or instrument, contract, lease, permit or benefit arising thereunder or resulting therefrom; (xi) any Liability relating to the failure to comply with any bulk sales or transfer laws in connection herewith or with any of the other agreements contemplated hereby; (xii) the on-site or off-site handling, storage, treatment or disposal of any Waste Materials generated by any Grant Company; (xiii) any and all Environmental Conditions, known or unknown, existing on, at or underlying any of the Properties or related to the operations on any of the Properties or with regard to any of the Assets; (xiv) any acts or omissions of any Grant Company relating to the ownership or operation of the business of any Grant Company or the Properties; (xv) any and all Liabilities incurred by Weatherford or any of its Affiliates relating to any guarantee or other financial assurance provided by Weatherford or any of its Affiliates on behalf of any Grant Company; (xvi) any Liability relating to any claim or demand by any stockholder of Weatherford, any stockholder of Grant following the Distribution or any other Person with respect to the Transfers (or any of them), the Contribution, the Distribution or the transactions relating thereto; and (xvii) any Liability relating to the Grant 401(k) Plan, any Grant Employee Benefit Plan and the other employee benefit or welfare plans of any Grant Company.
Appears in 2 contracts
Samples: Distribution Agreement (Grant Prideco Inc), Distribution Agreement (Grant Prideco Inc)
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 assign, transfer or lease any interest in any asset or instrument, contract, lease, permit or benefit arising thereunder or resulting therefrom;
(xi) any Liability relating to the failure to comply with any bulk sales or transfer laws in connection herewith or with any of the other agreements contemplated hereby;
(xii) the on-site or off-site handling, storage, treatment or disposal of any Waste Materials generated by any Grant Company;
(xiii) any and all Environmental Conditions, known or unknown, existing on, at or underlying any of the Properties or related to the operations on any of the Properties or with regard to any of the Assets;
(xiv) any acts or omissions of any Grant Company relating to the ownership or operation of the business of any Grant Company or the Properties;
(xv) any and all Liabilities incurred by Weatherford or any of its Affiliates relating to any guarantee or other financial assurance provided by Weatherford or any of its Affiliates on behalf of any Grant Company;
(xvi) any Liability relating to any claim or demand by any stockholder of Weatherford, any stockholder of Grant following the Distribution or any other Person with respect to the Transfers (or any of them), the Contribution, the Distribution or the transactions relating thereto; and
(xvii) any Liability relating to the Grant 401(k) Plan, any Grant Employee Benefit Plan and the other employee benefit or welfare plans of any Grant Company.any
Appears in 2 contracts
Samples: Distribution Agreement (Grant Prideco Inc), Distribution Agreement (Grant Prideco Inc)
Indemnification Matters. The Company hereby acknowledges that the Allele (asubject to certain conditions and restrictions) Grant hereby agrees is entitled to indemnifynominate the Allele Director to serve on the Board of Directors and that such Allele Director may have certain rights to indemnification, defend advancement of expenses and/or insurance provided by Allele and hold Weatherford and certain of its Affiliates and each of their respective officers, directors, employees, agents and assigns (collectively, the "Weatherford Indemnified Parties"“Allele Indemnitors”). The Company hereby agrees (a) harmless that it is the indemnitor of first resort (i.e., its obligations to the Allele Director are primary and any obligation of the Allele Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Allele Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Allele 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 Allele 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 Allele Director), without regard to any rights such Allele Director may have against the Allele Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Allele Indemnitors from and against any and all Liabilities or Environmental Liabilities (includingclaims against the Allele Indemnitors for contribution, 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 subrogation or any other agreement contemplated hereby, including the Tax Allocation Agreement;
(ii) the acts or omissions recovery of any Grant kind in respect thereof. The Company further agrees that no advancement or any Affiliate payment by the Allele Indemnitors on behalf 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 such Allele Director with respect to any employees claim for which such Axxxxx Director has sought indemnification from the Company shall affect the foregoing and the Allele Indemnitors shall have a right 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 assign, transfer or lease any interest in any asset or instrument, contract, lease, permit or benefit arising thereunder or resulting therefrom;
(xi) any Liability relating contribution and/or be subrogated to the failure extent of such advancement or payment to comply with any bulk sales or transfer laws in connection herewith or with any all of the other agreements contemplated hereby;
(xii) rights of recovery of such Allele Director against the on-site or off-site handling, storage, treatment or disposal of any Waste Materials generated by any Grant Company;
(xiii) any and all Environmental Conditions, known or unknown, existing on, at or underlying any of the Properties or related to the operations on any of the Properties or with regard to any of the Assets;
(xiv) any acts or omissions of any Grant Company relating to the ownership or operation of the business of any Grant Company or the Properties;
(xv) any and all Liabilities incurred by Weatherford or any of its Affiliates relating to any guarantee or other financial assurance provided by Weatherford or any of its Affiliates on behalf of any Grant Company;
(xvi) any Liability relating to any claim or demand by any stockholder of Weatherford, any stockholder of Grant following the Distribution or any other Person with respect to the Transfers (or any of them), the Contribution, the Distribution or the transactions relating thereto; and
(xvii) any Liability relating to the Grant 401(k) Plan, any Grant Employee Benefit Plan . The Allele Director and the other employee benefit or welfare plans Allele Indemnitors are intended third‑party beneficiaries of any Grant Companythis Subsection 4.6 and shall have the right, power and authority to enforce the provisions of this Subsection 4.6 as though they were a party to this Agreement.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Coya Therapeutics, Inc.)
Indemnification Matters. (a) Grant KSL hereby agrees to indemnify, defend and hold Weatherford and KSI its respective Affiliates and each of their respective officers, directors, employees, agents and assigns (collectively, the "Weatherford KSL 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 KSL 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 KSL Company contained in this Agreement or any other agreement contemplated hereby, including the Tax Allocation Employee Benefits Agreement;
(ii) the acts or omissions of any Grant KSL Company or any Affiliate of any Grant KSL Company (other than Weatherford and KSI or its respective Affiliates that are not Grant KSL 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 KSL Liabilities;
(iv) the KSL Assets;
(v) the conveyance, assignment, sale, lease or making available of the Assets;
(vi) any Grant Tax for which KSL in responsible (except as provided otherwise in the Tax Allocation Article 5 of this Agreement);
(viivi) any and all amounts for which Weatherford KSI 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 KSL Company or any Affiliate of any Grant KSL Company, or the employees of any of the foregoing, or claims by insurance carriers of any Grant KSL Company for indemnity arising from or out of claims by or against any Grant KSL Company for acts or omissions of any Grant KSL Company, or related to any current or past business of any Grant KSL Company or any product or service provided by any Grant KSL Company;
(viiivii) any COBRA Liability incurred under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, with respect to any employees of Weatherford KSI who become employees of any Grant KSL Company after the DistributionDistribution or their dependents;
(ixviii) any settlements or judgments in any litigation commenced by one or more insurance carriers against Weatherford KSI on account of claims by any Grant KSL Company or employees of any Grant KSL 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 assign, transfer or lease any interest in any asset or instrument, contract, lease, permit or benefit arising thereunder or resulting therefrom;
(xi) any Liability relating to the failure to comply with any bulk sales or transfer laws in connection herewith or with any of the other agreements contemplated hereby;
(xiiix) the on-site or off-site handling, storage, treatment or disposal of any Waste Materials generated by any Grant KSL Company;
(xiiix) any and all Environmental Conditions, known or unknown, existing on, at or underlying any of the KSL Properties or related to the operations on any of the KSL Properties or with regard to any of the KSL Assets;
(xivxi) any acts or omissions of any Grant KSL Company relating to the ownership or operation of the business of any Grant KSL Company or the KSL Properties;
(xvxii) any and all Liabilities incurred by Weatherford KSI or any of its Affiliates relating to any guarantee or other financial assurance provided by Weatherford KSI or any of its Affiliates on behalf of any Grant KSL Company;
(xvixiii) any Liability relating to any claim or demand by any stockholder of WeatherfordKSI, any stockholder member of Grant following the Distribution KSL or any other Person with respect to the Transfers (or any of them)KPL Contribution, the KPP Contribution, the Distribution or the transactions relating thereto; and;
(xviixiv) any Liability relating to the Grant 401(kany KSL Employee Benefit Plan; and
(xv) Plan, any Grant Liability relating to any KSI Employee Benefit Plan and to the other employee benefit extent that the Liability relates to a KSL Employee, a KSL Former Employee or welfare plans a dependent or beneficiary of any Grant Companya KSL Employee or a KSL Former Employee.
Appears in 1 contract
Indemnification Matters. The Company hereby acknowledges that one or more of the directors nominated to serve on the Board of Directors by the Holders (aeach a “Non- Employee Director”) Grant hereby agrees may have certain rights to indemnifyindemnification, defend advancement of expenses and/or insurance provided by one or more of the Holders and hold Weatherford and its Affiliates and each certain of their respective officers, directors, employees, agents and assigns Affiliates (collectively, the "Weatherford Indemnified Parties"“Holder Indemnitors”). The Company hereby agrees (a) harmless that it is the indemnitor of first resort (i.e., its obligations to any such Non-Employee Director are primary and any obligation of the Holder Indemnitors to advance expenses or to provide indemnification for the same expenses or Liabilities incurred by such Non-Employee Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Non-Employee 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 Non-Employee Director to the extent legally permitted and as required by the Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Non-Employee Director), without regard to any rights such Non-Employee Director may have against the Holder Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Holder Indemnitors from and against any and all Liabilities or Environmental Liabilities (includingclaims against the Holder Indemnitors for contribution, 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 subrogation or any other agreement contemplated hereby, including the Tax Allocation Agreement;
(ii) the acts or omissions recovery of any Grant kind in respect thereof. The Company further agrees that no advancement or any Affiliate payment by the Holder Indemnitors on behalf 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, selfsuch Non-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 Employee Director with respect to any employees claim for which such Non-Employee Director has sought indemnification from the Company shall affect the foregoing and the Holder Indemnitors shall have a right 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 assign, transfer or lease any interest in any asset or instrument, contract, lease, permit or benefit arising thereunder or resulting therefrom;
(xi) any Liability relating contribution and/or be subrogated to the failure extent of such advancement or payment to comply with any bulk sales or transfer laws in connection herewith or with any all of the other agreements contemplated hereby;
(xii) rights of recovery of such Non- Employee Director against the onCompany. The Non-site or off-site handling, storage, treatment or disposal of any Waste Materials generated by any Grant Company;
(xiii) any and all Environmental Conditions, known or unknown, existing on, at or underlying any of the Properties or related to the operations on any of the Properties or with regard to any of the Assets;
(xiv) any acts or omissions of any Grant Company relating to the ownership or operation of the business of any Grant Company or the Properties;
(xv) any and all Liabilities incurred by Weatherford or any of its Affiliates relating to any guarantee or other financial assurance provided by Weatherford or any of its Affiliates on behalf of any Grant Company;
(xvi) any Liability relating to any claim or demand by any stockholder of Weatherford, any stockholder of Grant following the Distribution or any other Person with respect to the Transfers (or any of them), the Contribution, the Distribution or the transactions relating thereto; and
(xvii) any Liability relating to the Grant 401(k) Plan, any Grant Employee Benefit Plan Directors and the other employee benefit or welfare plans Holder Indemnitors are intended third-party beneficiaries of any Grant Companythis section and shall have the right, power and authority to enforce the provisions of this section as though they were a party to this Agreement.
Appears in 1 contract
Samples: Stockholder Rights Agreement
