Indemnification of Indemnified Parties Sample Clauses

Indemnification of Indemnified Parties. The Administrator will indemnify the Indemnified Parties for, and hold them harmless against, any losses, liability or expense incurred without gross negligence or bad faith on their part, arising out of or in connection with the Administrator's acceptance or administration of the transactions contemplated by this Agreement or the Transaction Documents or the failure by the Administrator to perform its duties or obligations in accordance with this Agreement or the Transaction Documents, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of the Administrator's powers or duties under this Agreement.
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Indemnification of Indemnified Parties. By virtue of the approval of -------------------------------------- this Agreement and the Merger by the Company's Board of Directors and approval of this Agreement by the Company's stockholders pursuant to the Company's Charter and the applicable provisions of the Delaware Law, each of the Company's stockholders shall be deemed to have agreed that, from and after the Effective Time and subject to the provisions of this Article, each of the Company's stockholders shall, jointly and severally, indemnify and hold harmless the Parent, each of Parent's affiliates, and each officer, director and employee of Parent and its affiliates (the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, assessments, judgments, taxes, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' and experts' fees and expenses incurred in investigating, preparing for and participating in any litigation, action or proceeding, including any litigation, action or proceeding brought to enforce the terms and provisions of this Article) that arise out of (a) any failure of any of the representations or warranties made by the Company under this Agreement to be true and accurate at the time as of which they are made; or (b) any breach or default by the Company of any covenant or agreement made by the Company under this Agreement and which is required to be performed by the Company at or prior to the Effective Time ("Indemnified Costs").
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Indemnification of Indemnified Parties. (a) The Shareholder covenants and agrees that he will indemnify each Buyer Indemnified Party against, and hold each Buyer Indemnified Party harmless from and in respect of, all Damage suffered by such Buyer Indemnified Party and all Damage Claims that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties (other than Section 3.24 which is governed by Section 7.05) of the Shareholder, set forth herein or in certificates delivered in connection herewith (without giving effect to any material, Material Adverse Effect or similar qualifier), (ii) any breach of any covenant or agreement on the part of the Shareholder under this Agreement or (iii) any liability of any kind on the part of, or otherwise attributed to, the Company arising by operation of the contracts to which the Company became a party on or before the Closing Date to the extent (x) the contracts are not disclosed to or discovered by Buyer during its due diligence investigation on or before the Closing Date, or (y) covered by insurance or indemnity by the customer or third party; provided; however, that the obligations of the Shareholder under this Section 8.02 are subject to the provisions of this Section 8.02 and 8.05 (each such Damage Claim being a "Shareholder Indemnified Loss").
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Indemnification of Indemnified Parties. The Participant hereby agrees to indemnify and hold harmless the Distributor, the Fund, BZW Barclays Global Fund Advisors as Adviser, Xxxxxx Xxxxxxx Trust Company as Custodian and Lending Agent, PFPC Inc. as Administrator and Accounting Agent, and PNC Bank, N.A. as Transfer Agent, their respective subsidiaries, affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each an "Indemnified Party") from and against any loss, liability, cost and expense (including attorneys' fees) incurred by such Indemnified Party as a result of any actions of such Indemnified Party in reliance upon any instructions issued in accordance with Annexes II, III, IV, V and VI (as each may be amended from time to time) reasonably believed by the Distributor and/or the Fund to be genuine and to have been given by the Participant. The Participant and the Distributor understand and agree that the Fund as a third party beneficiary to this Agreement is entitled and intends to proceed directly against the Participant in the event that the Participant fails to honor any obligations pursuant to this Agreement that benefit the Fund. The Participant agrees to indemnify and hold harmless each Indemnified Party against any loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only with respect to such untrue statements or omissions or alleged untrue statements or omissions in reliance upon and in conformity with written information furnished to the Indemnified Parties expressly for use in the Registration Statement (or any amendment or supplement thereto). THE DISTRIBUTOR SHALL NOT BE LIABLE TO THE PARTICIPANT FOR ANY DAMAGES ARISING OUT OF MISTAKES OR ERRORS IN DATA PROVIDED TO THE DISTRIBUTOR, OR ARISING ...
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Indemnification of Indemnified Parties. 37 6.2 Defense of Third Party Claims.................................38 6.3
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Indemnification of Indemnified Parties. By virtue of the Merger, the Stockholders allocated any portion of the Merger Consideration hereunder (as set forth on the Certified Capitalization Table) and the Bonus Plan Participants (the “Indemnifying Parties”) agree to severally (in accordance with the terms of this Article VII) but not jointly indemnify and hold harmless Buyer, the Surviving Corporation and each of their respective officers, directors, affiliates, employees, agents and representatives (the “Indemnified Parties”) against all claims, losses, Taxes, liabilities, damages, deficiencies, diminution in value, costs, interest, awards, judgments, penalties and expenses, including reasonable attorneys’ and consultants’ fees and expenses and including any such expenses incurred in connection with investigating, defending against or settling any of the foregoing (hereinafter individually a “Loss” and collectively “Losses”) incurred or sustained by the Indemnified Parties, or any of them, directly or indirectly, as a result of
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Indemnification of Indemnified Parties. (a) Subject to the applicable provisions of this Article 9, RCC and Heico, jointly and severally except with respect to Damages specified in Section 9.2(a)(5), and RCC alone with respect to Damages specified in Section 9.2(a)(5), covenant and agree to indemnify each NCI Indemnified Party against, and hold each NCI Indemnified Party harmless from and in respect of, all Damage (a “NCI Indemnified Loss”) that results from:
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Indemnification of Indemnified Parties. The Issuer shall and does hereby indemnify and save the Indemnified Parties harmless from and against any liability, claim, demand or loss, excluding loss of profits, which the Indemnified Parties may suffer, whether pursuant to statute or otherwise, howsoever arising, in consequence of:
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Indemnification of Indemnified Parties 
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Related to Indemnification of Indemnified Parties

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys’ fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:

  • Indemnification of Indemnitee The Company hereby agrees to defend, hold harmless, and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Indemnification and Exculpation of Indemnitees (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Claim of Indemnification The Parties hereto agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity.

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Termination of Indemnification (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

  • Primacy of Indemnification The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

  • Payment of Indemnification If, in regard to any Losses:

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