Indemnification; Releases Sample Clauses

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...
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Indemnification; Releases. The Parties mutually agree to the following indemnification and hold harmless provisions:
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Indemnification; Releases. 11 Section 6.01 Obligation of the KSHC Shareholders to Indemnify .....11 Section 6.02
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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.
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Indemnification; Releases. 98 Texas Department of Transportation Execution Version Horseshoe Project v Capital Maintenance Agreement
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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:
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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
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Indemnification; Releases 
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Related to Indemnification; Releases

  • Indemnification and Release Resident (and Guarantor, if Resident is under age 18) agrees to indemnify and hold harmless Provider, University, and their respective directors, board members, agents, and employees from and against all claims, actions, judgments, damages, liabilities, costs, demands, losses, and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) resulting from or arising out of injury to the person or property of Resident or Resident’s guests while Resident resides in the Residence Facility, regardless of the cause (including, but not limited to, injury resulting from engagement, involvement, participation by Resident or any of Resident’s guests in any event sponsored by University or Provider) unless such injury is caused by the negligence or intentional misconduct of Provider, University, or their respective agents. Resident (and Guarantor, if Resident is under age 18) hereby release and forever discharge harmless Provider, University, and their respective directors, board members, agents, and employees from any and all demands, causes of action and/or judgments of whatsoever nature or character, past or future, known or unknown, whether in contract or tort, whether for personal injuries, property damage, payments, fees, expenses, or any other monies due or to become due, or damages of any kind or nature, and whether arising from common law or statute, arising out of, in any way, this Agreement and the use of the Residence Facility.

  • Release and Indemnification CLIENT hereby releases TAILGATE GUYS and agrees to indemnify and defend TAILGATE GUYS and save TAILGATE GUYS harmless from and against all suits, actions, damages, liability and expenses in connection with loss of life, body or personal injury or property damage (and each and all of them) arising from or out of any occurrence in and around the Site or any part thereof, or occasioned wholly or in part by any act or omission of CLIENT, its invitees, and guests.

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Indemnification - General The Company shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this Agreement and (b) to the fullest extent permitted by applicable law in effect on the date hereof and as amended from time to time. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

  • Indemnification Agreements Concurrently with the execution of this Agreement, the Company and the Executive shall enter into indemnification agreements, copies of which are attached hereto as Exhibit B-1 and Exhibit B-2.

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