Indemnification Undertaking Sample Clauses

Indemnification Undertaking. Subject to the provisions of the law, the Company undertakes to indemnify you with respect to any liability (a) Your Acts and/or their Derivatives by virtue of your capacity as Office Holder and/or employee of the Company and/or of subsidiaries and/or affiliates of the Company; (b) Your Acts and/or their Derivatives by virtue of your capacity as Office Holder and/or employee or agent of the Company in any other corporation in which the Company holds securities directly and/or indirectly (hereinafter - “Other Corporation”); including on account of acts performed by you prior to the issue of this Indemnification Undertaking, provided that the maximum sum of the said indemnification shall not exceed the maximum amount of indemnification set forth in section 3 below for all classes of liability and/or expenses jointly and for all of the office holders in the Company jointly. In this Indemnification Undertaking:

Indemnification Undertaking. 6.1. Subject to (i) the Closing and (ii) the limitations set forth herein, the Shareholder shall be liable, and shall indemnify, defend and hold harmless the Company and any of the other Company Indemnitees, as a principal obligor and not as a surety or guarantor, for any and all Losses paid, suffered or sustained by the Company Indemnitee, or that the Company Indemnitee becomes subject to (whether as a result of a third party claim or otherwise) on account of, and to the extent of, (i) Liabilities (including any financial indebtedness or other debt) of OPLI and its subsidiaries which arise with respect to events (including actions and transactions) occurring during the period (including before the execution of this Agreement) up to the Closing Date (the “Indemnifiable Liabilities”); provided such Indemnifiable Liabilities exceed $15,000 in the aggregate; and (ii) any Legal Proceedings commenced by any Company Indemnitee for the purpose of enforcing any of its rights under this Section 6. Indemnification hereunder shall be in cash. It is hereby specifically clarified and agreed that Indemnifiable Liabilities indemnified hereunder shall (i) not include any claim, action or Losses paid, suffered or sustained by the Company or any Company Indemnitee which is with respect to any Legal Proceedings arising out of or in relation to the transactions contemplated by the Merger Agreement, and (ii) include those arising from the EyeFite Sale, if any, as well as expenses and fees (such as legal and accounting fees) incurred by OPLI and any of its subsidiaries in connection with the negotiation, execution or consummation of the Merger Agreement. 6.2. The Shareholder acknowledges and agrees that it shall not make any claim for contribution from OPLI with respect to any indemnity claims arising under or in connection with this Agreement to the extent that any of Company Indemnitees is entitled to indemnification hereunder for such claim, and hereby waives any such right of contribution from OPLI it has or may have in the future.

Indemnification Undertaking. Compost, Miami and Bedminster hereby agree, promise and covenant, jointly and severally, to indemnify, defend and hold harmless, Lionhart, LHI and GEP, and their respective officers, directors, managers, employees, advisors, consultants, agents and representatives and successors and assigns, as well as their respective Affiliates and their respective officers, directors, managers, employees, advisors, consultants, agents and representatives and successors and assigns (collectively, "Indemnified Party(ies)"), during the Survival Period (as provided under Section 16.01.03 of this Agreement), from and against, and for and in respect of, any and all Liabilities, losses, depreciations in value, damages, claims, costs and expenses, interest, awards, judgments and penalties, forfeitures, actions, assessments, liabilities, obligations, settlements and lawsuits and proceedings (including, without limitation, reasonable attorneys' fees, expert witness fees and charges, and court costs), as and when incurred or suffered by any one (1) or more Indemnified Parties, including any Action brought or otherwise initiated by any one (1) or more of such Indemnified Parties(hereinafter, an "Indemnified Party Loss"), that relate to or arise from: (i) Any material breach, violation or default of any representation or warranty made by Compost, Miami or Bedminster as contained or otherwise set forth in any one (1) or more of the Transaction Documents (as that term is defined under Section 16.01.02 of this Agreement); or, (ii) Any material breach, default or violation of any covenant, promise, agreement or undertaking by Compost, Miami or Bedminster as contained or otherwise set forth in any one (1) or more of the Transaction Documents (as that term is defined under Section 16.02 of this Agreement); or, (iii) Any material liabilities or Indebtedness of Compost, Miami, Bedminster or any Subsidiary not reflected on the Financial Statements, the Interim Financial Statements, the Miami Balance Sheet and/or the Bedminster Balance Sheet, whether arising before or after the Closing Date; or, (iv) Any material liabilities of Compost, Miami, Bedminster or any Subsidiary, whether arising before or after the Closing Date, and that relate to or arise from any of the Transaction Documents; or, (v) Any judgment or order of the Court, in and with respect to the Miami Complaint and the Miami Claim, and/or any material event relating to or arising from the Miami Complaint and the Miami Claim (inclu...

Indemnification Undertaking. Lionhart, LHI and GEP hereby agree, promise and covenant, jointly and severally, to indemnify, defend and hold harmless, Compost, Miami and Bedminster, and their respective officers, directors, managers, employees, advisors, consultants, agents and representatives and successors and assigns, as well as their respective Affiliates and their respective officers, directors, managers, employees, advisors, consultants, agents and representatives and successors and assigns (collectively, "Indemnified Party(ies)"), during the Survival Period (as provided under Section 16.02.02 of this Agreement), from and against, and for and in respect of, any and all Liabilities, losses, depreciations in value, damages, claims, costs and expenses, interest, awards, judgments and penalties, forfeitures, actions, assessments, liabilities, obligations, settlements and lawsuits and proceedings (including, without limitation, reasonable attorneys' fees, expert witness fees and charges, and court costs), as and when incurred or suffered by any one (1) or more Indemnified Parties, including any Action brought or otherwise initiated by any one (1) or more of such Indemnified Parties(hereinafter, an "Indemnified Party Loss"), that relate to or arise from: (i) Any material breach, violation or default of any representation or warranty made by Lionhart, LHI or GEP as contained or otherwise set forth in this Agreement, the Credit Documents or the Definitive Supplemental Documents, prior to the Closing Date; or, (ii) Any material breach, violation or default of any agreement or covenant by Lionhart, LHI and/or GEP under this Agreement, the Credit Documents or the Definitive Supplemental Documents.

Related to Indemnification Undertaking

Indemnification and Waiver Except as provided in Section 10.5 or to the extent due to the negligence, willful misconduct or violation of this Lease by Landlord or the Landlord Parties, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity and release shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlord’s violation of this Lease. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlord’s obligations or representations under this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.
Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required. (ii) To the extent that Xxxxxxxxxx’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.
Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2
Indemnification Provisions Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.
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.
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 of NCPS From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.
Indemnification and Advancement of Expenses Subject to the exceptions and limitations contained in this Section 9.5, every person who is, or has been, a Trustee, officer, or employee of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a "Covered Person"), shall be indemnified by the Trust or the applicable Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof. No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by applicable federal law. The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be such a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person. Subject to applicable federal law, expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 9.5 shall be advanced by the Trust or the applicable Series prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 9.5. To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
Indemnification Clause The Union agrees to indemnify and hold the County of Los Angeles harmless from any liabilities of any nature which may arise as a result of the application of the provisions of this Article.
Indemnification of Company Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company 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, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, 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 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 or on behalf of such Underwriter through the Representative 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 or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

Indemnification Undertaking Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to Indemnification Undertaking