INDEMNIFICATION OF LOSSES. So long as Executive’s actions were taken in good faith and in furtherance of Company’s business and within the scope of Executive’s duties and authority, Company shall indemnify and hold Executive harmless to the full extent of the law from any and all claims, losses and expenses sustained by Executive as a result of any action taken by him to discharge his duties under this Agreement, and Company shall defend Executive, at Company’s expense, in connection with any and all claims by stockholders or third parties.
INDEMNIFICATION OF LOSSES. The Company shall indemnify and hold harmless Employee from any and all liability arising from Employee’s actions taken on the Company’s behalf and within Employee’s scope of duties and authority, so long as such actions were taken by Employee in good faith and in furtherance of the Company’s business. The Company shall indemnify and hold Employee harmless to the full extent of the law from any and all claims, losses and expenses sustained by Employee as a result of any action taken by him to discharge his duties under this Agreement, and the Company shall defend Employee, at the Company’s expense, in connection with any and all claims by shareholders or third parties which are based upon actions taken by Employee to discharge his duties under this Agreement.
INDEMNIFICATION OF LOSSES. The Seller hereby indemnifies the Buyer against Losses (as defined below), and the Buyer hereby indemnifies the Seller against Losses, as set forth in this Section 6. If the Buyer shall have suffered a Loss by reason of (i) the breach of any of the representations or warranties or covenants made by the Seller herein, or (ii) any liability or claim arising prior to the Closing with respect to the Acquired Assets, the Buyer shall be indemnified for such Loss by the Seller as set forth in this Section 6; if the Seller shall have suffered a Loss by reason of (iii) the breach of any of the representations or warranties or covenants made by the Buyer herein, (iv) the manufacture or sale of any of the Acquired Assets by the Buyer after the Closing, or (v) the Assumed Contracts, the Seller shall be indemnified for such Loss by the Buyer as set forth in Section 6. The party who is requested to provide indemnity is herein referred to as "Indemnitor" and the party requesting indemnity is herein referred to as "Indemnitee." "Loss" shall mean any losses, liabilities, claims, damages and expenses incurred including, without limitation, penalties, fines, interest, amounts paid in settlement and reasonable fees and disbursements of counsel, and reasonable expenses incurred in connection with any investigation, action, suit or proceeding instituted against Indemnitee.
INDEMNIFICATION OF LOSSES. So long as Employee's actions were taken in good faith and in furtherance of Company's business and within the scope of Employee's duties and authority, Company shall indemnify and hold Employee harmless to the full extent of the law from any and all claims, losses and expenses sustained by Employee as a result of any action taken by him to discharge his duties under this Agreement, and Company shall defend Employee, at Company's expense, in connection with any and all claims by stockholders or third parties which are based upon actions taken by Employee to discharge his duties under this Agreement.
INDEMNIFICATION OF LOSSES. Without derogating from any of the other provisions of this Agreement or any of the other Loan Documents Borrowers hereby absolutely and unconditionally agree to indemnify Agent and each Lender, upon demand at any time and as often as the occasion therefor may require, against any and all claim, demands, suits, actions, damages, losses, costs, expenses and all other liabilities whatsoever which Agent or any Lender or any of their respective directors or officers may sustain or incur as a consequence of, on account of, in relation to or in any way in connection with (a) any failure by Borrowers to pay, punctually on the due date thereof, any amount payable under this agreement, any Note, or any of the other Loan Documents beyond the expiration of the period of grace (if any) applicable thereto, or (b) the acceleration of the maturity of any of the Obligations, or (c) any failure by any Borrower to perform or comply with any of the terms and provisions of this Agreement, any Note or any of the other Loan Documents. Such claims, demands, suits, actions, damages, losses, costs, expenses shall include, without limitation (i) any costs incurred by Agent or any lender in carrying funds to cover any overdue principal, overdue interest or any other overdue sums payable by Borrowers under this Agreement, any Note or any of the other Loan Documents; (ii) any interest payable by Agent or any Lender in order to carry the fund referred to in clause (i) of this Section 2.15; and (iii) any losses (but excluding losses of anticipated profit) incurred or sustained by Agent or any Lender in liquidating or re-employing funds acquired from third parties to make, fund or maintain all or any part of the Loans.
INDEMNIFICATION OF LOSSES. The Valeant Parties shall indemnify and hold harmless PS Fund 1 and each of its affiliates and its and their partners, general partners, employees, officers, directors, managers, and subsidiaries and investment funds managed by PS Fund 1 and its affiliates (collectively, the “Indemnitees”) to the fullest extent permitted by law from any damages, losses, taxes, liabilities, obligations, actions, proceedings, claims of any kind, interest, costs, or expenses (including reasonable attorneys’ fees and expenses, and other costs or expenses incurred in the collection of any judgments with respect to actions, proceedings, or claims) (collectively, hereinafter “Losses”), including all interest, assessments, and other charges paid or payable in connection with or in respect of such Losses, but excluding all Losses sustained or incurred in the capacity of a stockholder of Allergan, to the extent such Losses are finally determined by a court of competent jurisdiction, in the case of a third party claim brought against the Indemnitees, or by an arbitrator pursuant to Section 5 below, in the case of a direct claim by the Indemnitees against Valeant, to have arisen out of the breach or non-performance by the Valeant Parties of their respective obligations to pay for shares tendered into the Offer; it being understood that the indemnity in this Section 2 is provided to PS Fund 1 solely with respect to its status as a co-bidder in the Offer and neither PS Fund 1 nor any other Indemnitee shall be entitled to indemnification hereunder in respect of any Losses sustained or incurred in the capacity of a stockholder of Allergan. Payment of such Losses shall be made by Valeant (i) in the case of a third party claim brought against the Indemnitees, no later than two business days prior to the date on which the Indemnitees are required by any legal or judicial process to make payment under such final determination; provided that the Indemnitees shall have provided written notice to Valeant of such final determination, together with a copy of such final determination, within one business day after such final determination is made or entered, and (ii) in the case of a direct claim by the Indemnitees against Valeant, in accordance with the arbitrator’s award. The indemnification provided for herein is in addition to, and not in lieu of, any other rights to indemnification that any of the Indemnitees may have including, but not limited to, those provided for in that certain Limited Li...
INDEMNIFICATION OF LOSSES. Company shall indemnify and hold Xxxxxx harmless to the full extent of the law from any and all claims, losses and expenses sustained by Xxxxxx as a result of any action taken by him to discharge his duties under this Agreement, and Company shall defend Xxxxxx, at Company’s expense, in connection with any and all claims by stockholders or third parties which are based upon actions taken by Xxxxxx to discharge his duties under this Agreement.
INDEMNIFICATION OF LOSSES. Subject to the conditions and limitations set forth below, the Indemnifying Party agrees to indemnify the Indemnifiable Party from and against all losses, claims, damages, shortfall in assets, surplus in liabilities, interests, costs, fines, penalties or expenses whatsoever suffered or incurred as a result of any of the Warranties being untrue or inaccurate deriving from the facts or circumstances occurring on or before the Closing Date even if the loss arose after such date (a “Loss”) (without regard to any multiple, price ratio, implicit or not, in negotiating and/or determining the price for the Shares).
INDEMNIFICATION OF LOSSES. 33 2.17 Statements by Agent or any Lender .............................. 34 2.18 Borrowing Notices; Telephonic Notices .......................... 34 2.19 Notes; Telephonic Notices ...................................... 35 2.20 Lending Installations .......................................... 36 2.21 Non-Receipt of Funds by Agent .................................. 36 2.22 Withholding Tax Exemption ...................................... 36 2.23 The Letters of Credit .......................................... 37 (a) Issuance of Letters of Credit; Conditions and Limitations" ............................................. 37 (b) Issuance of Letters of Credit: Purchase of Participations Therein ................................... 38 (c) Payment in Certain Circumstances ......................... 38 (d) Termination of Commitments ............................... 39 (e) Payment of Amounts Drawn Under Letters of Credit ................................................... 39 (f) Payment by Lenders ....................................... 39 (g) Compensation .............................................. 40 (h) Amendments ................................................ 41
INDEMNIFICATION OF LOSSES. Netranscend and the Principal Shareholder agree to indemnify and hold IEC and its officers, directors and affiliates (the "Indemnified Parties") harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation and defense (hereinafter individually a "Loss" and collectively "Losses") incurred by IEC, its officers, directors, or affiliates (including the Surviving Corporation) directly or indirectly as a result of (i) any inaccuracy or breach of a representation or warranty of Netranscend or the Principal Shareholder contained in this Agreement, (ii) any failure by Netranscend or the Principal Shareholder to perform or comply with any covenant contained in this Agreement or (iii) IEC's or the Surviving Corporation's obligations pursuant to this Agreement.
