Obligation of Parties to Indemnify Sample Clauses

Obligation of Parties to Indemnify. (a Indemnification by Seller. Subject to the limitations set forth in this Article 9, Seller and NCH shall, jointly and severally, indemnify, defend and hold harmless Buyer and its Affiliates from and against any and all claims, losses, damages, liabilities, deficiencies, obligations or expenses of any kind or type including reasonable third-party legal fees and expenses (collectively, "Losses") to the extent arising or resulting from any of the following:
Sample 1
AutoNDA by SimpleDocs
Obligation of Parties to Indemnify. Certain Confidential Information Omitted 40 (a)
Sample 1
Obligation of Parties to Indemnify. (a) Effective as of the Closing, Sellers hereby indemnify, defend and hold harmless Buyer, its Affiliates and their respective directors, officers, employees and agents (the "Buyer Indemnified Parties") from and against any and all Losses arising out of or resulting from any of the following:
Sample 1
Obligation of Parties to Indemnify. (a) Subject to the limitations set forth in this Article IX, effective as of the Closing, Seller hereby indemnifies, defends and holds harmless Buyer and its affiliates and their respective directors, officers, employees and agents (the "BUYER INDEMNIFIED PARTIES") from and against any and all claims, losses, damages, liabilities, deficiencies, obligations or expenses of any kind or type (including reasonable costs of defense and investigations, settlements, and reasonable attorneys' fees and also including any losses attributable to personal injury or death or property damage) (collectively, "LOSSES") arising out of or resulting from any of the following:
Sample 1
Obligation of Parties to Indemnify 
Sample 1Sample 2Sample 3See All (23)

Related to Obligation of Parties to Indemnify

  • Obligation to Indemnify Subject to the provisions of this Section IV.G, Company will indemnify and hold Investor, its Affiliates, managers and advisors, and each of their officers, directors, shareholders, partners, employees, representatives, agents and attorneys, and any person who controls Investor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (collectively, “Investor Parties” and each a “Investor Party”), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by Company in this Agreement or in the other Transaction Documents, (b) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, Prospectus Supplement, or any information incorporated by reference therein, or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) any action by a creditor or stockholder of Company who is not an Affiliate of an Investor Party, challenging the transactions contemplated by the Transaction Documents; provided, however, that Company will not be obligated to indemnify any Investor Party for any Losses finally adjudicated to be caused solely by (i) a false statement of material fact contained within written information provided by such Investor Party expressly for the purpose of including it in the applicable Registration Statement, Prospectus, Prospectus Supplement, or (ii) such Investor Party’s unexcused material breach of an express provision of this Agreement or another Transaction Document.

  • Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:

  • Determination of Right to Indemnification (a) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim 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 Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b)) shall be required.

  • Indemnitee’s Entitlement to Indemnification In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

  • Conditions Precedent to Indemnification It shall be a condition precedent to the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder:

  • Indemnification Procedure; Determination of Right to Indemnification (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.

  • Conditions to Indemnification An indemnified party must give the other party(ies) prompt written notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind any party without such party’s written consent.

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