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. 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. (a) Subject to the terms and conditions of this Agreement, Indemnitor agrees to indemnify Indemnitee for Specified Losses (as hereinafter defined) to the extent, and only to the extent, that Specified Losses exceed $33,227,523 in the aggregate, but such indemnification shall be limited to a maximum aggregate indemnification obligation of Indemnitor equal to $11,600,000 (the “Maximum Indemnification Amount”).
(b) For the purposes hereof, “Specified Losses” shall mean (i) amounts that Indemnitee actually pays subsequent to November 30, 2009 under the Specified Reinsurance Agreements in fulfillment of Indemnitee’s excess of loss contractual obligations thereunder with respect to the Liability Policies (which have been historically coded in the Indemnitee’s loss system as set forth in Exhibit B), less (ii) the net amounts received or otherwise recovered by Indemnitee or Indemnitee’s Affiliates as a result of any subrogation, credits under side agreements or any other matters related to any payment made by Indemnitee pursuant to Section 1(b)(i) after deduction of Indemnitee’s costs and expenses incurred in obtaining such amounts (collectively, the “Recoverables”). Notwithstanding anything herein to the contrary, “Recoverables” shall not include amounts received or otherwise recovered under the Indemnitee’s outward retrocessional contracts in effect on the date of this Agreement. Notwithstanding anything herein to the contrary, “Specified Losses” shall not include, and Indemnitor shall have no obligations with respect to, (i) any amounts resulting, directly or indirectly or in whole or in part from, Indemnitee’s or its Affiliates’ (A) bad faith, willful misconduct or negligence occurring after the effective date of this Agreement, or (B) breach of the terms and conditions of this Agreement, (ii) any consequential, indirect, special, exemplary or punitive damages, (iii) any losses arising from quota share, pro-rata, facultative, or finite reinsurance agreements or (iv) any claims or losses arising from the 2001 World Trade Center catastrophe (including any claims and losses falling within the catastrophe number 48).
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 Xxxxxx, 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 regarding Copyright. MCG shall defend, indemnify and hold the Customer and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) incurred as a result of (i) infringement by MCG of any third-party patent, copyright or trademark or (ii) misappropriation by MCG of any third-party trade secret in connection with any of the foregoing.
Limited Indemnification. 11 Section 3.4
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. MJF shall indemnify and hold harmless the Seller and its Affiliates with respect to certain matters, and to the extent, set forth on Schedule C hereto.
Limited Indemnification. MJF shall indemnify and hold harmless the Seller and its Affiliates with respect to certain matters, and to the extent, set forth on Schedule C hereto. Securities Purchase Agreement 83 Project Acorn
