Indemnification Releases Sample Clauses
The "Indemnification; Releases" clause establishes the obligation of one party to compensate the other for certain losses, damages, or liabilities, and may also include provisions where parties agree to release each other from specific claims. Typically, this clause requires a party to cover costs arising from breaches of contract, negligence, or third-party claims, and may specify the types of claims covered and any limitations or procedures for making indemnification demands. Its core practical function is to allocate risk between the parties, ensuring that financial responsibility for certain events is clearly assigned and that parties are protected from unforeseen liabilities.
Indemnification Releases. (a) Subject to obtaining a Release in form reasonably acceptable by the parties from each officer and director of CALIPSO, and provided that all such Releases are obtained, CALIPSO agrees, to the extent, if any, not provided by an existing right under one of the parties' directors and officers liability insurance policies, from and after the Effective Time, to the fullest extent permitted by applicable law and CALIPSO's Certificate of Incorporation and Bylaws, to indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of CALIPSO (each an "Indemnified Party" and, collectively, the ``Indemnified Parties") against all losses, expenses (including reasonable attorneys' fees and expenses), claims, damages or liabilities or, subject to the proviso of the next succeeding sentence, amounts paid in settlement arising out of actions or omissions occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time) that are in whole or in part based on the Merger or arising out of the business of the Surviving Corporation after the Merger, provided, however, in no event shall CALIPSO have the obligation to indemnify and hold harmless any Indemnified Party or Indemnified Parties for any breach of their duty of loyalty to CALIPSO or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (including, without limitation, any federal or state securities laws), for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL, or for any transaction from which the Indemnified Person derived an improper personal benefit. In the event of any such loss, expense, claim, damage or liability (whether or not arising before the Effective Time), (i) CALIPSO shall advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, to the extent not prohibited by the DGCL or its Certificate of Incorporation or Bylaws, (ii) CALIPSO will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL and CALIPSO's Certificate of Incorporation or Bylaws shall be made by independent counsel mutually acceptable to CALIPSO and the In...
Indemnification Releases. 15.1 Indemnification by Maintenance Contractor SUBJECT TO Section 15.2, MAINTENANCE CONTRACTOR SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS EACH OF THE INDEMNIFIED PARTIES FROM AND AGAINST ANY AND CLAIMS, CAUSES OF ACTION, SUITS, JUDGMENTS, INVESTIGATIONS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, DEMANDS AND LOSSES, IN EACH CASE IF ASSERTED OR INCURRED BY OR AWARDED TO ANY THIRD PARTY, ARISING OUT OF, RELATING TO OR RESULTING FROM:
(A) THE BREACH OR ALLEGED BREACH OF ANY OF THE CMA DOCUMENTS BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY.
(B) THE FAILURE OR ALLEGED FAILURE BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY TO COMPLY WITH ANY APPLICABLE LAWS OR GOVERNMENTAL APPROVALS.
(C) ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR OTHER ALLEGEDLY IMPROPER APPROPRIATION OR USE OF TRADE SECRETS, PATENTS, PROPRIETARY INFORMATION, KNOW-HOW, COPYRIGHT RIGHTS OR INVENTIONS IN PERFORMANCE OF THE MAINTENANCE SERVICES, OR ARISING OUT OF ANY USE IN CONNECTION WITH THE PROJECT OR ANY DEVELOPMENT OF METHODS, PROCESSES, DESIGNS, INFORMATION, OR OTHER ITEMS FURNISHED OR COMMUNICATED TO TXDOT OR ANOTHER INDEMNIFIED PARTY PURSUANT TO THIS CAPITAL MAINTENANCE AGREEMENT; PROVIDED THAT THIS INDEMNITY SHALL NOT APPLY TO ANY INFRINGEMENT RESULTING FROM TXDOT’S FAILURE TO COMPLY WITH SPECIFIC WRITTEN INSTRUCTIONS REGARDING USE PROVIDED TO TXDOT BY MAINTENANCE CONTRACTOR.
(D) THE ACTUAL OR ALLEGED CULPABLE ACT, ERROR OMISSION, NEGLIGENCE, BREACH OR MISCONDUCT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY IN OR ASSOCIATED WITH THE PERFORMANCE OF THE MAINTENANCE SERVICES.
(E) ANY AND ALL CLAIMS BY ANY GOVERNMENTAL ENTITY CLAIMING TAXES BASED ON GROSS RECEIPTS, PURCHASES OR SALES, THE USE OF ANY PROPERTY OR INCOME OF ANY MAINTENANCE CONTRACTOR-RELATED ENTITY WITH RESPECT TO ANY PAYMENT FOR THE MAINTENANCE SERVICES MADE TO OR EARNED BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY. Texas Department of Transportation Execution Version Horseshoe Project 99 Capital Maintenance Agreement
(F) ANY AND ALL STOP NOTICES AND/OR LIENS FILED IN CONNECTION WITH THE MAINTENANCE SERVICES, PROVIDED THAT TXDOT HAS PAID ALL UNDISPUTED AMOUNTS DUE AND OWING TO MAINTENANCE CONTRACTOR WITH RESPECT TO SUCH MAINTENANCE SERVICES.
(G) ANY RELEASE(S) OF HAZARDOUS MATERIALS ATTRIBUTABLE TO THE ACTIONS, OMISSIONS, NEGLIGENCE, INTENTIONAL MISCONDUCT, OR BREACH OF APPLICABLE LAW OR CONTRACT BY ANY MAINTENANCE CONTRACTOR-RELATED ENTITY; OR THE RELEASE OF ANY HAZARDOUS MATERIALS CAUSED TO BE PRESENT ON THE PROJECT ROW O...
Indemnification Releases. 98 Texas Department of Transportation Execution Version Horseshoe Project v Capital Maintenance Agreement
Indemnification Releases. The Parties mutually agree to the following indemnification and hold harmless provisions:
Indemnification Releases. 98 15.1 Indemnification by DB Contractor ................................................................................ 98 15.2 Restrictions ..................................................................................................................... 99 Texas Department of Transportation - iv - Execution Version I-635 LBJ East Project Capital Maintenance Agreement
Indemnification Releases. 11 Section 6.01 Obligation of the KSHC Shareholders to Indemnify .....11 Section 6.02
Indemnification Releases. (a) Notwithstanding anything in this Amendment or in the Loan Documents to the contrary, the provisions of Section 8.04 of the Credit Agreement shall continue in effect for the benefit of the Existing Agent and its sub-agents, in each case, in their capacity as such, in connection with or as a result of the execution or delivery of this Amendment, any other Loan Document, or any amendment, amendment and restatement, modification or waiver of the provisions hereof or thereof, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder (including, without limitation, for any actions taken or omitted to be taken by any of them in connection with any of the foregoing while the Existing Agent was acting as Administrative Agent) or the consummation of the transactions contemplated hereby or thereby.
(b) The Successor Agent shall not bear any responsibility or liability for any actions taken or omitted to be taken by the Existing Agent during the Existing Agent’s service as Administrative Agent under the Existing Loan Documents or the Loan Documents or otherwise contemplated by any Loan Document or any agreement contemplated by any Loan Document.
Indemnification Releases