Indemnification of Newtek Sample Clauses

Indemnification of Newtek. Subject to the conditions and provisions set forth herein, Comcap hereby agrees to indemnify, defend and hold harmless Newtek, Wilshire any Affiliate of either, and the officers, directors, managers, employees, agents and representatives of each (collectively, the "Newtek Indemnified Parties"), and the Comcap Stockholders, severally and jointly, hereby agree to indemnify, defend and hold harmless the Newtek Indemnified Parties, from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (a "Claim" or collectively 36 "Claims"), asserted against or imposed upon or incurred by any of the Newtek Indemnified Parties, but only in excess of the aggregate amount of Seventy Five Thousand Dollars ($75,000):
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Indemnification of Newtek. Subject to the conditions and provisions set forth herein, Exponential hereby agrees to indemnify, defend and hold harmless Newtek, any Affiliate, and the officers, directors, employees, agents and representatives of each (collectively, the "Newtek Indemnified Parties"), and the Exponential Stockholders, severally and not jointly, hereby agree to indemnify, defend and hold harmless the Newtek Indemnified Parties, from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (a "Claim" or collectively "Claims"), asserted against or imposed upon or incurred by any of the Newtek Indemnified Parties:
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Indemnification of Newtek. Subject to the conditions and provisions set forth herein, Exponential hereby agrees to indemnify, defend and hold harmless Newtek, any Affiliate, and the officers, directors, employees, agents and representatives of each (collectively, the "Newtek Indemnified Parties"), and the Exponential Stockholders, severally and not jointly, hereby agree to indemnify, defend and hold harmless the Newtek Indemnified Parties, from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and expenses (a "Claim" or collectively "Claims"), asserted against or imposed upon or incurred by any of the Newtek Indemnified Parties: (a) resulting from, or by reason of any facts constituting, a breach of any covenant, agreement, representation or warranty of Exponential or the Exponential Stockholders contained in this Agreement or a schedule or certificate required pursuant to this Agreement; provided, however, that Newtek waives any right of indemnification as to any representation or warranty of Exponential or an Exponential Stockholder contained in this Agreement as to which Newtek both (i) knew prior to Closing to be materially incorrect, untrue or incomplete and (ii) failed to disclose such knowledge to Exponential prior to Closing; (b) resulting from any action taken by any of the Newtek Indemnified Parties to enforce successfully the provisions of this indemnification. The indemnity under this Section 8.01 extends only to the net amount of any Claim sustained by any of the Newtek Indemnified Parties after deducting there from any tax benefit actually recognized by such party as a result of such action, assessment, loss, damage, liability, cost or expense (after taking into account the effect if any, of timing differences resulting from the acceleration of the deferral of items of gain or loss) and any amount which any of the Newtek Indemnified Parties recovers as proceeds of insurance in respect of such Claim, net of any cost of collection, deductible, reimbursement obligation or other cost directly related to the insurance claim for such Claim. Notwithstanding anything herein to the contrary, if the Exponential Stockholders shall be required to indemnify any of the Newtek Indemnified Parties, with respect to the same item of damage and amount, the satisfaction of such indemnity to one of them shall discharge the Exponential ...
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Related to Indemnification of Newtek

  • Indemnification of Company Each Underwriter will severally and not jointly indemnify and hold harmless the Company and the Manager, and each of their directors and each of their officers who signs a Registration Statement and each person, if any, who controls the Company and the Manager within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or State statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of such Statutory Prospectus, Final Prospectus or Issuer Free Writing Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Final Prospectus furnished on behalf of each Underwriter: the information relating to concession figures, stabilizing transactions, penalty bids and syndicate covering transactions contained in the fourth, fifteenth and sixteenth paragraphs under the caption “Underwriting.”

  • Limitations on Indemnification No payments pursuant to this Agreement shall be made by the Company:

  • Survival of Indemnification and Advancement of Expenses The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

  • Indemnification of Client In the event that the Client or Masterworks becomes involved in any capacity in any action, proceeding, investigation, or inquiry in connection with any matter referred to in this Agreement, the Financial Adviser agrees to reimburse the Client or Masterworks for its legal and other expenses (including but not limited to the cost of any investigation and preparation as they are incurred by Client or Masterworks in connection therewith) if, and to the extent that (i) it shall be finally judicially determined by a court of competent jurisdiction that such action, proceeding, investigation, or inquiry arose out of the gross negligence or willful misconduct of Financial Adviser in performing the services, which are the subject of this Agreement; or (ii) such action, proceeding, investigation, or inquiry arose solely out of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws. Financial Adviser also agrees to indemnify Client and hold it harmless from and against any and all losses, claims, damages, liabilities, costs, and expenses of every kind, nature, and description, fixed or contingent (including, without limitation, counsel’s fees and expenses and the costs of investigation and preparation for and any other costs associated with any action, proceeding, investigation or inquiry in which Client may be involved in any capacity) incurred by Client or Masterworks in connection with or as a result of any matter referred to in this Agreement or arising out of any matter contemplated by this Agreement if (i) it shall be finally judicially determined by a court of competent jurisdiction that such losses, claims, damages, or liabilities arose out of the gross negligence or willful misconduct of Financial Adviser; or, (ii) in the event of Financial Adviser’s violation of its representations and warranties set forth in this Agreement regarding compliance with securities laws.

  • Exception to Right of Indemnification or Advancement of Expenses 17.1 Except as provided in Section 11.5, Indemnitee shall not be entitled to indemnification or advancement of Expenses, judgments, penalties, fines and amounts paid in settlement under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

  • INDEMNIFICATION AND ATTORNEYS' FEES The Corporation agrees to indemnify the Employee from any and all lawsuits filed directly against the Employee by a third party in his capacity as Employee and/or Director of the Corporation. The Corporation will pay all attorneys’ fees and costs to defend the Employee from any such lawsuits.

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