INDEMNIFICATION OF THE JOINT VENTURERS Sample Clauses

INDEMNIFICATION OF THE JOINT VENTURERS. The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the Joint Venture and such course of conduct did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Joint Venture.
Sample 1Sample 2Sample 3See All (34)
AutoNDA by SimpleDocs
INDEMNIFICATION OF THE JOINT VENTURERS. 7.01 The Parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the JV and such course of conduct did not constitute negligence or misconduct. The Parties shall be indemnified by the others against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the JV.
Sample 1Sample 2Sample 3See All (4)
INDEMNIFICATION OF THE JOINT VENTURERS. The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the scope and best interests of Joint Venture and such course of conduct did not constitute negligence or misconduct. Misconduct or gross negligence by Catalyst would be defined as 1) failure to maintain property insurance and have a loss that would decrease the value of the property or 2) failure to pay property taxes and have the property taken by a tax lien suit, or 3) any misappropriation of funds related to this joint venture. In any such case of misconduct or gross negligence, Catalyst would be required to bring whole the property and/or the investment fund to its previous value or basis. In addition, JV Financier would be entitled to take over the management duties of Catalyst and Catalyst’s interest would be reduced from % to % and JV Financier’s interest would increase from % to %. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Joint Venture.
Sample 1
INDEMNIFICATION OF THE JOINT VENTURERS. The Corporate Parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was believed to be in the best interests of the Joint Venture and such course of conduct did not constitute willful misconduct. The Corporate Parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Joint Venture. This Article VIII shall survive the dissolution of the Joint Venture and the termination of this Agreement.
Sample 1
INDEMNIFICATION OF THE JOINT VENTURERS. The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the scope and best interests of Joint Venture and such course of conduct did not constitute negligence or misconduct. Misconduct or gross negligence by Party B would be defined as 1) failure to maintain property insurance and have a loss that would decrease the value of the property or 2) failure to pay property taxes and have the property taken by a tax lien suit, or 3) any misappropriation of funds related to this joint venture. In any such case of misconduct or gross negligence, Party B would be required to bring whole the property and/or the investment fund to its previous value or basis. In addition, Party A would be entitled to take over the management duties of Party B and Party B’s interest would be reduced from 50% to 25% and Party A’s interest would increase from 50% to 75%. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Joint Venture.
Sample 1
INDEMNIFICATION OF THE JOINT VENTURERS 
Sample 1Sample 2Sample 3

Related to INDEMNIFICATION OF THE JOINT VENTURERS

  • Indemnification of the Company Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any Application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto or in any such Application, which furnished written information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto or any Application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!