Indemnification with Respect to the Company Sample Clauses

Indemnification with Respect to the Company. Subject to the terms and conditions of this Section 14, each Seller hereby severally (on a pro rata basis based on such Seller's Ownership Percentage), and not jointly and severally, shall indemnify and hold each Buyer Indemnified Party harmless against and in respect of any and all Damages which such Buyer Indemnified Party has suffered, incurred or become subject to arising out of, based upon or otherwise in respect of: (a) any breach of any representation or warranty of the Company made in Section 4 or Section 10; (b) any breach of any covenant or obligation of the Company contained in this Agreement that is to be performed prior to the Closing; (c) any amounts owed by the Company or any Subsidiary to Temple Inland or otherwise related to or arising out of the Temple Inland Agreement; (d) a final determination by the IRS that is upheld by a final, non-appealable judgment of a court of competent jurisdiction or for which the time to appeal has expired or a settlement with the IRS in accordance with Section 10.2(a) of a disallowance by the IRS of all or any part of the $22,876,964 net operating loss deduction claimed by the Company and the Subsidiaries on their consolidated federal income tax return (Form 1120) for the taxable year ended February 1, 2003; (e) any Taxes payable in respect of a matter listed in Sections 10.1 of the Disclosure Schedule, other than Taxes for which the Company or any Subsidiary is entitled to indemnification by Federated Department Stores, Inc. and Taxes to the extent specific reserves therefor have been established on the Balance Sheet by the Company; (f) the release of ammonia at 206 East Depot Street, Marshfield, Wisconsin that occurred on or aboux Xxxxx 00, 0000; xxx (g) any fees of any broker or finder employed by the Company, the Sellers, or any of their respective Affiliates in connection with the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 14.2, the Sellers shall not be required to indemnify with respect to Tax liabilities for which Federated Department Stores, Inc. is fully responsible.
Sample 1
AutoNDA by SimpleDocs
Indemnification with Respect to the Company. (i) Subject to the terms and conditions of this Section 12, each of the Sellers shall indemnify and hold each Buyer Indemnified Party harmless against and in respect of any and all Damages which such Buyer Indemnified Party has suffered, incurred or become subject to arising out of, based upon or otherwise resulting from: (a) any breach of any representation or warranty of the Company made in Section 4 or Section 10; and (b) without limiting the foregoing any fees of any broker or finder employed by the Company, the Sellers, or any of their respective Affiliates in connection with the transactions contemplated hereby. (ii) With respect to the Sellers’ indemnity obligation with respect to a breach of a representation or warranty of the Company set forth in Section 10.1, the parties agree that none of the Sellers shall be required to indemnify for breach of a representation set forth in Section 10.1 except for out-of-pocket payments for Taxes due from the Company (it being understood, for example, that reducing the amount of losses that the Company may carry forward, in itself, shall not be reimbursable hereunder), and until the relevant amount becomes due and payable to the relevant taxing authority or the relevant Tax claim by a taxing authority is otherwise resolved. Further, neither Buyer nor the Company shall amend any Tax Return filed on or before the Closing Date. In addition, neither Buyer nor the Company shall amend any Tax Return filed on or before the Closing Date without the written consent of the Sellers’ Representative, except for the purpose of claiming a refund resulting from a carryback from a period ending after the Closing Date.
Sample 1
Indemnification with Respect to the Company. Subject to the terms and conditions of this Section 13, each Seller hereby severally (on a pro rata basis based on such Seller's Ownership Percentage), and not jointly and severally, shall indemnify and hold each Buyer Indemnified Party harmless against and in respect of any and all Damages which such Buyer Indemnified Party has suffered, incurred or become subject to arising out of, based upon, or otherwise in respect of: (a) any breach of any representation or warranty of the Principal Stockholders, the Company or the Guarantors made in Section 4; provided, however, that the Sellers' indemnification obligations pursuant to this Section 13.2(a) shall be determined without giving effect to any qualification or exception with respect to Knowledge or with respect to "material," "materiality," "materially," "Material Adverse Effect" or similar language contained in any representation or warranty of the Principal Stockholders, the Company or the Guarantors contained in Section 4;
Sample 1

Related to Indemnification with Respect to the Company

  • Indemnification of the Company Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.

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

  • Indemnification and D&O Insurance Executive will be provided indemnification to the maximum extent permitted by the Company’s and its subsidiaries’ and affiliates’ Articles of Incorporation or Bylaws, including, if applicable, any directors and officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement.

  • Other Indemnification Matters Any claim for indemnification under this Article X must be asserted by providing written notice to the other parties specifying the factual basis of the claim in reasonable detail to the extent then known by the Person asserting the claim. The right to indemnification will not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the date hereof, with respect to any representation, warranty, covenant or agreement in this Agreement. THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE X WILL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES. THE WAIVER OF ANY CONDITION BASED ON THE ACCURACY OF ANY REPRESENTATION OR WARRANTY, OR ON THE PERFORMANCE OF OR COMPLIANCE WITH ANY COVENANT OR AGREEMENT, WILL NOT AFFECT THE RIGHT TO INDEMNIFICATION, PAYMENT OF DAMAGES, OR OTHER REMEDY BASED ON ANY SUCH REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT. If any party liquidates or dissolves at any time when any Liability of such party with respect to this Article X may thereafter arise or be determined, then at the time of such liquidation or dissolution, such party will cause its shareholders, members, partners or other equity holders or distributees of such party’s assets, as the case may be, to take such assets subject to such Liabilities ratably in proportion to the assets received; provided, however, that the failure on behalf of any party to comply with the covenant set forth in this sentence will in no way reduce such party’s obligations in this Agreement.

  • Indemnification of the QIU Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company agrees to indemnify and hold harmless Odeon, in its capacity as the QIU, its directors, officers, agents, partners, members and employees and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of the Rules of FINRA) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding the indemnification set forth in this Section 5.1.5, Odeon will undertake liability under Section 11 of the Exchange Act for acting as a qualified independent underwriter in connection with this Offering in compliance with FINRA Rule 5121(f)(12)(C).

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(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) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Indemnification/Hold Harmless As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

  • Further Indemnification Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other Person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. Without limiting the foregoing, the Trust may, in connection with any transaction permitted by this Declaration of Trust, including the acquisition of assets subject to liabilities or a merger or consolidation pursuant to Section 8.3 hereof, assume the obligation to indemnify any Person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Article VII.

  • Other Indemnification Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

  • Director and Officer Indemnification (a) It is understood and agreed that all rights to indemnification, expense advancement, and exculpation existing in favor of each present and former director, officer and employee of Clearwire or any of its Subsidiaries as provided in Clearwire’s Certificate of Incorporation or Clearwire’s Bylaws or the charter or organizational documents of Clearwire’s Subsidiaries, in each case as in effect on the date of this Agreement, or under any other agreements in effect on the date hereof, will survive the Transactions contemplated by this Agreement and the Surviving Entity will, and NewCo will cause the Surviving Entity to, (i) continue in full force and effect for a period of at least 6 years from the Effective Time (or, if any relevant claim is asserted or made within such six year period, until final disposition of such claim) such rights to indemnification and (ii) perform, in a timely manner, the Surviving Entity’s obligation with respect thereto. Any claims for indemnification under this Section 10.6 as to which the Surviving Entity has received written notice before the sixth anniversary of the Effective Time will survive, whether or not those claims will have been finally adjudicated or settled, and no action taken during such period may be deemed to diminish the obligations set forth in this Section 10.6. (b) The Surviving Entity will, maintain in effect for 6 years from the Effective Time the current directors’ and officers’ liability insurance policies applicable to Clearwire and its Subsidiaries (“D&O Insurance”) (except the Surviving Entity may substitute therefor policies of at least the same coverage containing terms and conditions that are not less favorable) providing coverage with respect to matters occurring before the Effective Time and such policies or endorsements must name as insureds thereunder all present and former directors, officers and employees of Clearwire and its Subsidiaries, except that in no event will the Surviving Entity be required to expend under this Section 10.6(b) more than an amount per year equal to two hundred percent (200%) of current annual premiums paid by Clearwire for that insurance. If, but for the proviso to the immediately preceding sentence, the Surviving Entity would be required to expend more than two hundred percent (200%) of current annual premiums, the Surviving Entity will obtain the maximum amount of that insurance obtainable by payment of annual premiums equal to two hundred percent (200%) of current annual premiums. To the extent that a “tail” policy is available that complies with the foregoing requirements of this Section 10.6(b) with respect to the coverage, terms, and conditions applicable to all present and former directors, officers and employees of Clearwire and its Subsidiaries the Surviving Entity may satisfy its obligation under this Section 10.6(b) by obtaining such policy. If the Surviving Entity or any of its successors or assigns (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of that consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision will be made so that the successors and assigns of the Surviving Entity will assume the obligations set forth in this Section 10.6.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!