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Indemnification; Set-Off Sample Clauses

Indemnification; Set-Off. 8.1. Without derogating from the provisions of Section 3 above, Seller agrees to defend, indemnify and hold the Indemnified Parties harmless from, against and in respect of any and all losses, liabilities, damages, claims or expenses (including, without limitation, attorneys' fees) suffered or incurred, directly or indirectly by the Indemnified Parties by reason of, or resulting from the breach of any representation or warranty contained in Section 6 of this Agreement or from the failure to perform any covenant contained in this Agreement or in the Patent Assignment. 8.2. Whenever any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred, the Indemnified Party will promptly notify the Seller of the claim and, when known, the facts constituting the basis for such claim. The Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Seller, and the cost of such defense shall be borne by the Seller, provided that the Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by the Seller. The Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of the Seller. If the Seller fails to take action within thirty (30) days of notice, then the Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by the Seller. The Indemnified Protected shall also have the right and upon delivery of ten (l0) days advance written notice to such effect to the Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by the Seller, and any expenses incurred by the Indemnified Parties so acting shall be paid by the Seller. The Seller will not settle or compromise any third party claim without the prior written consent of the Indemnified Parties. 8.3. Without derogating from any other right and/or remedy available to the Buyer hereunder or under applicable law, the Buyer shall be entitled to set-off against any amounts ot...
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Indemnification; Set-OffNotwithstanding anything to the contrary, if Xxxxxxx X. Xxxxx fails to make all or a portion of an applicable indemnification payment to the Class A Member (or the election of the Class A Member, the Company) under the Purchase Agreement, the Managers shall be required, at the election of the Class A Member, to pay any Net Distributable Proceeds otherwise distributable to the Class B Member under Section 3.01 directly to the Class A Member (or to retain such amounts in the Company) in the amount of the defaulted amount until such time as such defaulted amount is fully satisfied.
Indemnification; Set-Off. Notwithstanding anything in this Section 2.07 to the contrary and subject to a final disposition of any disputed indemnification amounts pursuant to Article VI, Buyer shall have the right, but not the obligation, to set off against any Milestone Payment payable pursuant to this Section 2.07 any amounts to which Buyer or any Buyer Indemnitee may be entitled to indemnification, payment or reimbursement from the Sellers pursuant to this Agreement or any Ancillary Document (including for indemnification pursuant to Article VI), in full or partial satisfaction of such obligation.
Indemnification; Set-OffEach of the parties (the “Indemnifying Party”) agrees to indemnify and hold harmless the other party (the “Indemnified Party”) and each of the Indemnified Party’s officers, directors, employees, stockholders and agents, from and against all liabilities, damages, claims, actions, suits, proceedings, demands, judgments, losses, costs and expenses (including reasonable attorneys’ fees) (“Claims”) arising from or in connection with any breach of, or inaccuracy in, any representation or warranty of the Indemnifying Party set forth in this Agreement or (ii) any breach or non-fulfillment of any agreement on the part of the Indemnifying Party contained herein. In a case where OccuLogix is the Indemnifying Party, any amounts judicially determined to be due and payable to the Company pursuant to this Section 8 may be set off and deducted by the Company, at the sole discretion of the Company, from any Royalty Payments due to OccuLogix as set forth herein. Each of the parties shall provide the other party with timely written notice of all Claims and reasonable cooperation and further assurances with regards to all Claims. The indemnification obligations under this Section 8 shall survive the Closing Date for a period of eighteen (18) months.
Indemnification; Set-Off. 1. You hereby agree to indemnify, defend and hold Us and Our affiliates, subsidiaries, successors, permitted assigns, shareholders, officers, directors, employees, agents and contractors harmless from and against any and all awards, causes of action, threatened actions, obligations, assessments and any Financial Liabilities of whatever nature each of them may suffer or incur, including without limitation claims of Your Customers, Users of Your Website, Our Partner or other third parties, resulting from or arising out of or in connection with: A. Your Website, Trademarks, goods or services; B. Your or any of Your Representative direct or indirect actions and omissions; C. Any breach or alleged breach or non-compliance by You of any representation, warranty, covenant or other obligation or condition under this Agreement; D. Your or any of Your Representatives, employees, contractors or agents’ negligence, willful misconduct or fraud; E. Any actual or alleged infringement, misappropriation, or violation of Our or any third party patent, copyright, Trademark or other Intellectual Property Right; F. Any Data Breach or other security breach including without limitation in relation to information of Your Customers and Your compliance with PCI DSS; G. Disputes and claims of the Customers or Users, including, without limitation, claims relating to Your disclosure of Personal Data of Your Customers, including Cardholder and Transaction Data; and H. Any alleged or actual violation by You of any applicable laws, regulations, policies, guidelines, ordinances, orders, Data Protection Requirements, rules, including without limitation, PCI DSS, Card Scheme Rules, or any requirements of the governmental, regulatory authority or agency having jurisdiction over the subject matter hereof. In the event You cause any Financial Liabilities to be charged to Us for Your violation of any of the above, You agree to immediately reimburse Us for such Financial Liabilities after We provide You with a written notice with reasonable evidence of the liabilities implied against Us. The duty to indemnify shall also apply if You had no opportunity of raising objections or defenses prior to payment by Us of any penalty charges. We are not obliged to allow You the possibility of negotiating, or suchlike, with Our Partner or Card Schemes prior to payment of the penalty charges by You. 2. In connection with the foregoing indemnity obligations: FF03C032108V2 A. You shall provide Us with prompt written ...
Indemnification; Set-Off. 64 9.1 Indemnification................................................................................64 9.2 Set-Off........................................................................................64 10. AGENT...................................................................................................65 10.1 Appointment....................................................................................65 ----------- 10.2 Nature of Duties..................................................................................65 ---------------- 10.3 Lack of Reliance..................................................................................66 ---------------- 10.4 Certain Rights....................................................................................67 -------------- 10.5 Reliance..........................................................................................67 -------- 10.6 Indemnification...................................................................................67 --------------- 10.7 Collateral Agent, Individually....................................................................67 ------------------------------ 10.8 Holders of Notes..................................................................................68 ---------------- 10.9 Resignation.......................................................................................68 ----------- 10.10 Reimbursement....................................................................................68 ------------- Exhibit A Name and Address of the Purchasers Exhibit B Form of Note Exhibit C Form of Warrant Exhibit D Form of Option SUBORDINATED SECURED SENIOR NOTE PURCHASE AGREEMENT $25,000,000 Principal Amount of Subordinated Secured Senior Notes due 2003 of FirstCity Financial Corporation SUBORDINATED SECURED SENIOR NOTE PURCHASE AGREEMENT, dated as of December 20, 1999, by and among FIRSTCITY FINANCIAL CORPORATION, a Delaware corporation (the "Company"), and IFA Incorporated, an Illinois corporation ("IFA"), as Collateral Agent and Purchaser.
Indemnification; Set-Off. 26 Section 7.1 Indemnification.............................................26 Section 7.2 Set-Off.....................................................27 Exhibit A Name and Address of the Holders Exhibit B Form of New Exchange Notes Exhibit C Form of QIB Pledge and Security Agreement Exhibit D Form of non-QIB Pledge and Security Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Intercreditor and Collateral Sharing Agreement Exhibit G Matters to be covered by Opinion of Counsel to the Company 4 EXCHANGE AGREEMENT Exchange Agreement, dated as of March 17, 2000 (the "Agreement"), by and among Altiva Financial Corporation (the "Company"), a Delaware corporation, and the Holders of the outstanding 12 1/2% Subordinated Notes due 2001 of the Company.
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Indemnification; Set-Off. 44 ARTICLE VIII
Indemnification; Set-Off 

Related to Indemnification; Set-Off

  • Waivers Indemnification 90 11.1 Demand; Protest; etc...........................................................................90 11.2 The Lender Group's Liability for Collateral....................................................90 11.3 Indemnification................................................................................90

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Purchaser Indemnification 3.4.1 Purchaser shall indemnify, hold harmless and, if requested by a Seller (in such Seller’s sole discretion), defend (with counsel reasonably approved by such Seller) such Seller, together with such Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, agents, Property Manager, Regional Property Manager, and AIMCO (collectively, including such Seller, “Seller’s Indemnified Parties”), from and against any and all damages, mechanics’ liens, materialmen’s liens, liabilities, penalties, interest, losses, demands, actions, causes of action, claims, costs and expenses (including reasonable attorneys’ fees, including the cost of in-house counsel and appeals) (collectively, “Losses”) arising from or related to Purchaser’s or its Consultants’ entry onto such Seller’s Property, and any Inspections or other acts by Purchaser or Purchaser’s Consultants with respect to such Property during the Feasibility Period or otherwise; provided, however, such indemnity shall not cover any Loss to the extent arising from Seller’s Indemnified Parties’ negligence or willful misconduct or any preexisting latent physical or environmental conditions discovered by Purchaser in connection with its investigations as long as Purchaser immediately ceases its investigations upon discovering such latent condition and takes reasonable steps not to exacerbate such condition. 3.4.2 Notwithstanding anything in this Contract to the contrary, Purchaser shall not be permitted to perform any invasive tests on any Property without Sellers’ Representative’s prior written consent, which consent may be withheld in Sellers’ Representative’s sole discretion. Further, Sellers’ Representative shall have the right, without limitation, to disapprove any and all entries, surveys, tests (including, without limitation, a Phase II environmental study of its Property), investigations and other matters that in such Sellers’ Representative’s reasonable judgment could result in any injury to its Property or breach of any contract, or expose the applicable Seller to any Losses or violation of applicable law, or otherwise adversely affect such Property or such Seller’s interest therein; provided, however, each Seller hereby expressly consents to Purchaser's performance of a Phase I environmental study of the applicable Property (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) and an ACM (asbestos containing material) study (to be conducted by an environmental engineer reasonably acceptable to Seller's Representative) in connection therewith, but only to the extent customarily performed in connection with a Phase I environmental study; and, provided, further, however, if the Phase I for any Property concludes that a Phase II is recommended, but the applicable Seller refuses permission for such Phase II (in such Seller's sole and absolute discretion), Purchaser may terminate this Contract pursuant to Section 3.2 prior to the expiration of the Feasibility Period. Purchaser shall use reasonable efforts to minimize disruption to Tenants in connection with Purchaser’s or its Consultants’ activities pursuant to this Section. No consent by Sellers’ Representative to any such activity shall be deemed to constitute a waiver by the applicable Seller or assumption of liability or risk by such Seller. Purchaser hereby agrees to restore, at Purchaser’s sole cost and expense, each Property substantially to the same condition existing immediately prior to Purchaser’s exercise of its rights pursuant to this Article III. Purchaser shall maintain and cause its third party consultants to maintain (a) casualty insurance and commercial general liability insurance with coverages of not less than One Million Dollars ($1,000,000.00) for injury or death to any one person and Three Million Dollars ($3,000,000.00) for injury or death to more than one person and One Million Dollars ($1,000,000.00) with respect to property damage, and (b) worker’s compensation insurance for all of their respective employees in accordance with the law of the state(s) or commonwealth(s) in which the Properties are located. Purchaser shall deliver proof of the insurance coverage required pursuant to this Section 3.4.2 to Sellers’ Representative (in the form of a certificate of insurance) prior to Purchaser’s or Purchaser’s Consultants’ entry onto any of the Properties.

  • Indemnification; Exculpation The Company agrees to indemnify and hold harmless the Indemnified Parties from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, unless such settlement (i) includes an explicit and unconditional release from the party bringing such lawsuit, claim or other proceeding of all Indemnified Parties and (ii) does not include a statement as to or an admission of fault, culpability, or a failure to act by or on behalf of any Indemnified Party. No Indemnified Party shall be liable for any damages arising from the use by unauthorized persons of any information made available to the Indemnified Parties by the Company or any of its representatives through electronic, telecommunications or other information transmission systems that is intercepted by such persons. No Indemnified Party shall settle any lawsuit, claim, or other proceeding arising out of this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). Notwithstanding the foregoing, an Indemnified Party shall be entitled to no indemnification by the Company for any claim, damage, loss, liability, or expense incurred by or asserted or awarded against such Indemnified Party for any violation of Law by such Indemnified Party.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Buyer’s Indemnification Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

  • Agent Indemnification Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the Agent and furnished to the Company in writing by the Agent expressly for use therein. The Company hereby acknowledges that the only information that the Agent has furnished to the Company expressly for use in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in the seventh and eighth paragraphs under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”).

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