Limited Indemnification Sample Clauses

Limited Indemnification. The City shall indemnify Agency for Agency’s liability to third parties incurred while Agency Personnel are acting within the scope of their employment with Agency to fulfill the terms of this Agreement; provided, however, that City’s liability to Agency shall cease upon the exhaustion of the limits of the law enforcement liability insurance policy the City obtains pursuant to Section 6.3 of this Agreement. The policy may be exhausted by claims attributed to City’s officers, or the officers of any jurisdiction lending assistance for the Convention pursuant to an agreement with City similar to this Agreement.

Limited Indemnification. The Company agrees to indemnify the Investor, each Exchanging Investor, their respective Affiliates, and their respective equityholders, directors, officers, employees, agents, members, partners, managers, advisors (and any other Persons with a functionally equivalent role notwithstanding a lack of such title or any other title) (each, a “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against any losses, claims, damages, expenses or liabilities, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, pay or reimburse each of them for all costs, losses, claims, damages or liabilities of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel and all other reasonable and documented expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them) (collectively, “Losses”), as a result of, relating to, arising out of, or resulting from any Third-Party Claim. As used herein, “Third Party Claim” means any action, suit or proceeding asserted against an Indemnified Party by a third party (including, for these purposes, any creditors of the Company, or committee thereof, whether directly or derivatively, and, in the event of an insolvency proceeding, the Company in its capacity as debtor-in-possession, any debtor-in-possession successor to the Company, or any trustee of the Company in connection with an insolvency proceeding) that is not affiliated in any way with an Indemnified Party (other than, if applicable, the Company or any of its subsidiaries in any applicable capacity) alleging that this Agreement, the New Notes, the New Notes Indenture, the Guarantees, the Security Documents (and the liens provide for therein) and any transactions contemplated hereby or thereby (including the Exchange) are invalid, illegal, avoidable or unenforceable under any applicable law. The Indemnified Parties are intended third-party beneficiaries of this Section 8.

Limited Indemnification. From and after the AOL Employee Transfer Time, (i) the members of the TWX Group shall be solely liable for all deferred compensation payments to the AOL LLC Employees and the Former AOL LLC Employees pursuant to the TWX Nonqualified Plans and (ii) AOL LLC shall be solely liable for all payments to any Former AOL LLC Employee with respect to the deferred compensation account or accounts for any Former AOL LLC Employee listed on Schedule 8.01(C) and, notwithstanding Section 13.03 or any other provision of this Agreement to the contrary, the members of the AOL Group shall not be obligated to indemnify the members of the TWX Group for Liabilities relating thereto, except to the extent that any such Liabilities relate to actions by a member of the AOL Group, whether occurring before, at or after the AOL Employee Transfer Time (including, without limitation, any failure by a member of the AOL Group to provide the members of the TWX Group with true and accurate information that is necessary for the proper administration of the TWX Nonqualified Plans and the deferred compensation account or accounts for any Former AOL LLC Employee listed on Schedule 8.01(C)).

Limited Indemnification. (a) The Executive represents and warrants that as of the date hereof, he is bound by that certain employment agreement, by and between Village Roadshow Gold Class Cinemas LLC and the Executive dated as of June 1, 2008 (the “VRGCC Agreement”) and that such agreement is governed by the laws of the state of California. Pursuant to Section 4 (Employment Exclusive) and 6(h) of Exhibit A of the VRGCC Agreement, the Executive shall not “become financially interested in or associated with, directly or indirectly, any Exhibition Business” and generally may not “engage in any Exhibition Business” for any person other than Village Roadshow Gold Class Cinemas LLC and its affiliates (the “Noncompete Provision”). In reliance on the foregoing representation and warranty, if Village Roadshow Gold Class Cinemas LLC alleges a claim or cause of action that the Noncompete Provision has been breached as a direct result of the Executive’s execution of this Agreement and the Executive’s performance of duties hereunder (the “Claim”), the Company agrees to indemnify and hold harmless the Executive against any and all expenses actually and reasonably incurred during the Period of Employment directly arising out of the Executive’s defense of such Claim (the “Indemnification”). The Executive agrees to use his best efforts to defend the Claim, subject to the Company’s control of such defense, and, if requested by the Company, to assign to the Company the Executive’s defense of the Claim. Any counsel employed to defend the Claim shall be chosen by the Company, if the Company so desires. The Executive shall consent to the entry of judgment, admit liability with respect to or settle any Claim at the direction of and in the sole discretion of the Company. (b) The amounts incurred by the Executive during any calendar year that are eligible for reimbursement pursuant to this Section 4.5 shall not affect the amounts incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder. The reimbursement of an eligible expense shall be made on or before the last day of the year following the year in which the expense was incurred. The right to receive reimbursement hereunder is not subject to liquidation or exchange for another benefit. (c) The provisions of this Section 4.5(e) shall control notwithstanding anything to the contrary in the foregoing provisions of this Section 4.5. The Company has agreed to provide the Executive with the Indemnification during the P...

Limited Indemnification. 8.2.1 The Escrow Amount shall be used to indemnify and hold harmless Parent, Merger Sub, the Surviving Corporation, and their respective directors, managers, officers, employees, Affiliates, Stockholders, members, agents, attorneys, Representatives, successors and permitted assigns (collectively, the “Parent Covered Parties”) from any and all Losses up to the Indemnity Cap Amount arising out of or incurred in connection with (a) any breach of any of the representations or warranties set forth in Article 3 or (b) any breach or failure to perform in accordance with their terms any covenants or agreements contained herein that contemplate performance thereof by Stockholders’ Representative following the Closing. Parent shall have the right to, from time to time, recover any such Losses from the Escrow Account. In the event Parent desires to recover any Losses from the Escrow Account, Parent shall promptly deliver a written notice to the Stockholders’ Representative describing the nature and amount (if known) of the Loss, and Parent shall recover such Loss from the Escrow Account upon the mutual agreement of Parent and Stockholders’ Representative or a final determination or award of a court of competent jurisdiction with respect to such matter. For the avoidance of doubt, except for claims for Fraud (for which the individuals who committed the Fraud shall be liable), the Escrow Account shall be the exclusive source of recovery against Stockholders’ Representative or the Company Stockholders under this Agreement for Losses arising out of or incurred in connection with any breach of any of the representations and warranties set forth in Article 3 or any breach or failure to perform in accordance with their terms any covenants or agreements contained herein that contemplate performance thereof by Stockholders’ Representative following the Closing. Following the delivery of any such written notice by ▇▇▇▇▇▇, Parent and Stockholders’ Representative shall work together in good faith to resolve any disagreements with respect to the nature and/or amount of such Loss as soon as reasonably practicable.

Limited Indemnification. TVA agrees to continue to defend and indemnify you against claims that result from your performance of your TVA duties prior to the Termination Date under the terms set out in TVA-SPP-25.1

Limited Indemnification. EMPLOYER indemnifies and holds harmless ---------------------------- EMPLOYEE from any claims of any type against EMPLOYER that arise prior to the date of the commencement of this Agreement.

Limited Indemnification a. FireEye agrees, to the extent caused by its gross negligence or willful misconduct, to indemnify, hold harmless, and defend Flextronics, and its employees from and against any and all claims, losses, costs, expenses, fines, judgments, damages, or awards (including, without limitation, U.S. or foreign export compliance fines or penalties, customs fines or penalties, and reasonable attorney fees) arising out of or related to the preparation and filing of the EEI on their behalf. b. Flextronics agrees, to the extent caused by its gross negligence or willful misconduct, to indemnify, hold harmless, and defend FireEye, and its employees from and against any and all claims, losses, costs, expenses, fines, judgments, damages, or awards (including, without limitation, U.S. or foreign export compliance fines or penalties, customs fines or penalties, and reasonable attorney fees) arising out of or related to the activities/services being performed by Flextronics under this Addendum.

Limited Indemnification. The City accepts full responsibility for its decisions to act or not act according to the advice provided by Consultant. To the extent permitted by law, City agrees to indemnify and hold harmless Crossroads Communications, LLC, its principals and employees, and associates pertaining solely to claims by third parties for any claims or damages resulting in litigation that arise from the advice, materials or other items provided under this Contract by Consultant, but only with respect to economic development services, and only for the actions of Consultant directed or authorized by City. 1. The Consultant represents that it will secure all such personnel as may be required in performing the services provided under this Contract. Such personnel shall not be employees or agents of, or have any contractual relationship with, the City. 2. The Consultant has full responsibility for payment of workers’ compensation insurance, general liability insurance, unemployment insurance, social security, state and federal income tax and any other deductions required by law for its employees. Consultant will provide current insurance certificates upon request by City. 3. All of the services required hereunder will be performed by the Consultant or under its supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under state and local law to perform such services.