Indemnification Undertaking Sample Clauses
An Indemnification Undertaking is a contractual provision where one party agrees to compensate the other for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this clause specifies the types of claims covered, such as third-party lawsuits or breaches of contract, and outlines the process for making indemnity claims, including notice requirements and limitations. Its core practical function is to allocate risk between the parties, ensuring that the party best able to control or insure against certain risks bears the financial responsibility if those risks materialize.
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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. 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.
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. 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...