Other Indemnifications. Notwithstanding the foregoing, the indemnification provisions in this Agreement shall not restrict the scope of any other indemnification provisions between any Realty Member and any Marketing Member as set forth in any other intercompany agreements entered into in connection with the Spin-off or the Preliminary Transactions, including, but not limited to, the Distribution Agreement.
Other Indemnifications. Indemnification or, if appropriate, contribution, similar to that specified in the preceding provisions of this Section 7 (with appropriate modifications) shall be given by the Company and each seller of Registrable Stock with respect to any required registration or other qualification of such Registrable Stock under any federal or state law or regulation or governmental authority other than the Securities Act.
Other Indemnifications. Ambac shall not be obliged to first pursue any recovery under any other indemnity or reimbursement obligation before seeking recovery under the indemnification and reimbursement obligation of the Issuer under this Agreement.
Other Indemnifications. In case either party is in breach of any covenants contained in this Agreement, it shall indemnify and hold harmless the other non-breaching party, its directors, officers, employees and agents from any loss or damage such other party may suffer as a result of such breach. Each of the Parties acknowledge and agree that the other Parties would be damaged irreparably in the event any covenant of this Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction to prevent breaches of the covenants of this Agreement and to enforce such covenants in addition or any other remedy to which they may be entitled at law or in equity. Any liabilities or losses relating to a breach of the covenants contained in this Agreement shall not be subject to any Cap or the Basket limitations contained in Section 10 of this Agreement.
Other Indemnifications. 6.11.1 Notwithstanding any provision to the contrary set forth herein, Stockholder agrees to indemnify and hold harmless USD and MDI and their respective Affiliates, successors and assigns from, against and in respect of, and be primarily liable for, the full amount of any and all Losses arising from, in connection with, or incident or relating to: (i) the lawsuits styled Medical Diagnostics, -------------------- Inc., et al v. Medical Imaging Partners, L.P., et al (Middlesex ----------- ------------------------------------- (County) Superior Court, Commonwealth of Massachusetts, Civil Docket No. MICV92-95872) and/or Raytel Medical Corporation v. Medical ------------------------- -------- Diagnostics, Inc., et al (Court of Chancery of the State of Delaware, ------------------------ New Castle County, Case No. 13905) and any actions, suits or other proceedings by Raytel to enjoin the Merger and all claims, counterclaims, actions and/or causes of action of Raytel and/or any other Person relating to or arising in connection with Mass. Mobile Imaging Venture ("MMIV") or relating to the facts and circumstances giving rise to such matters (the "Raytel Litigation"); and (ii) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses incidental to any of the foregoing. Notwithstanding anything to the contrary set forth herein, such indemnity shall not be interpreted or construed to cover fees or disbursements of counsel to MDI which accrued and were paid prior to January 1, 1997. Notwithstanding anything to the contrary set forth herein, such indemnity shall not pertain to any action taken, or, if a duty to act exists not taken, by MDI or its Subsidiaries (other than MVA, MDI Rehab and Middlesex) which is unrelated to the Raytel Litigation which arises, accrues or occurs solely after the Effective Time and over which USD had control. Notwithstanding the foregoing, such indemnity shall not pertain to the distribution of undistributed profits of MMIV for the period ended December 31, 1996 to Raytel, to the distribution of a portion of MMIV's assets as of December 31, 1996 to Raytel in liquidation of MMIV or to reasonable and customary out-of-pocket expenses incurred in the liquidation of MMIV, in each instance in accordance with the general partnership agreement of MMIV which provides for the dissolution of MMIV as of December 31, 1996. Without limiting the generality of the foregoing, the parties intend for the foregoing indemnity to be in...
Other Indemnifications. Indemnification similar to that specified in the preceding subdivisions of this Section 6 (with appropriate modifications) shall be given by the Company to each Holder of Registrable Shares, on the one hand, and by each Holder of Registrable Shares to the Company, on the other hand, with respect to any required registration or other qualification of such Registrable Shares under any federal or state law or regulation of any governmental authority other than the Securities Act.
Other Indemnifications. Notwithstanding the foregoing, the indemnification provisions in this Agreement shall not restrict the scope of any other indemnification provisions between any Host Marriott Member and any Services Member as set forth in any other intercompany agreements entered into in connection with the Spin-off or the Preliminary Transactions, including, but not limited to, that certain Management and Indemnification Agreement dated as of May 25, 1995 between Host Marriott and Host Marriott Travel Plazas, Inc.
Other Indemnifications. The Shareholders acknowledge and agree that the Company shall have no obligation to indemnify the Shareholders pursuant to the Company's Articles of Incorporation for any breaches of or other action or failure to act in connection with this Agreement by the Company or the Shareholders.
Other Indemnifications. Notwithstanding the foregoing, the indemnification provisions in this Agreement shall not restrict the scope of any other indemnification provisions between any Culbro Member and any Realty Member as set forth in any other intercompany agreements entered into in connection with the Spin-off or the Preliminary Transactions, including, but not limited to, the Distribution Agreement.
Other Indemnifications. The terms of this Agreement, including ---------------------- without limitation the indemnification provisions set forth herein, shall govern the matters described herein notwithstanding the scope, limitations or other elements of any other indemnification provisions between or among any of Host Marriott, any Host Marriott Member, any Host Marriott Affiliate, Crestline, any Crestline Member or Crestline Affiliate as set forth in any other intercompany agreements entered into in connection with the Distribution or the Related Transactions or otherwise. This Agreement shall not restrict the scope, limitations or other elements of indemnifications provisions in such other agreements that relate to matters other than those described herein.
