Special Indemnification Provisions. The indemnification obligations of NCM LLC under Section 5.2 and NCM Inc. under Section 5.3 shall in each case be conditioned upon (a) prompt notice from the other party hereto after such Person learns of any claim or basis therefor which is covered by such indemnity (except to the extent that the failure to provide prompt notice does not prejudice the indemnifying party), (b) such party’s not taking any steps which would bar NCM LLC or NCM Inc., as the case may be, from obtaining recovery under applicable insurance policies or would prejudice the defense of the claim in question and (c) such party’s taking of all reasonably necessary steps which if not taken would result in NCM LLC or NCM Inc., as the case may be, being barred from obtaining recovery under applicable insurance policies or would prejudice the defense of the claim in question.
Special Indemnification Provisions. The indemnification obligations of NBP LLC under Section 5.2 and NBI under Section 5.3 shall in each case be conditioned upon (a) prompt notice from the other party hereto after such Person learns of any claim or basis therefor which is covered by such indemnity (except to the extent that the failure to provide prompt notice does not prejudice the indemnifying party), (b) such party’s not taking any steps which would bar NBP LLC or NBI, as the case may be, from obtaining recovery under applicable insurance policies or would prejudice the defense of the claim in question and (c) such party’s taking of all reasonably necessary steps which if not taken would result in NBP LLC or NBI, as the case may be, being barred from obtaining recovery under applicable insurance policies or would prejudice the defense of the claim in question.
Special Indemnification Provisions. With the exception of Excluded Taxes:
(a) (i) The Seller shall indemnify, defend and hold harmless the Acquiror Indemnified Parties from and against:
(A) all Taxes (and lost Tax benefits, to the Company and Transferred Subsidiaries) imposed on the Company or any Transferred Subsidiary, or with respect to which the Company or any Transferred Subsidiary may otherwise be liable, relating to or resulting from a Determination, settlement or agreement between the Seller and the Acquiror that there is an inaccuracy, miscalculation or any adjustment to the Insurance Tax Reserves of the Company or any Transferred Subsidiary (to the extent maintained for U.S. federal income tax purposes) with respect to taxable periods (or portions thereof) ending on or before the Closing Date, and all reasonable out of pocket costs, expenses, fees and other reasonable out of pocket amounts incurred after the Closing Date in contesting, determining, investigating, or settling any matter for which a claim for indemnity may be made hereunder (including, all costs incurred in correcting or remediating any Pre-Closing Contracts or Post-Closing Contracts, including all reasonable costs and expenses for legal or other professional consultants));
(B) subject to Section 8.07(a)(ii) below, 50 percent of (1) all Taxes (and lost Tax benefits), imposed on the Company or any Transferred Subsidiary, or with respect to which the Company or any Transferred Subsidiary may otherwise be liable, relating to, or resulting from a Determination, settlement or agreement between the Seller and the Acquiror with respect to the inaccuracy, miscalculation or any adjustment to the Insurance Tax Reserves of the Company or any Transferred Subsidiary (to the extent maintained for U.S. federal income tax purposes) with respect to taxable periods (or portions thereof) beginning after the Closing Date and ending on or before December 31, 2013, with respect to Pre-Closing Contracts, and Post-Closing Contracts entered into on or before December 31, 2013, and (2) all reasonable out of pocket costs, expenses, fees and other reasonable out of pocket amounts incurred after the Closing Date in contesting, determining, investigating, or settling any matter for which a claim for indemnity may be made hereunder (including, all costs incurred in correcting or remediating any Pre-Closing Contracts or Post-Closing Contracts, including all reasonable costs and expenses for legal or other professional consultants) (sub-clauses (A) ...
Special Indemnification Provisions. The indemnification obligations of CPE LLC under Section 5.2 and CPE under Section 5.3 shall in each case be conditioned upon (a) 30 days written notice from the other Party hereto after such Person learns of any claim or basis therefor which is covered by such indemnity (except to the extent that the failure to provide prompt notice does not prejudice the indemnifying Party), (b) such Party’s not acting, directly or indirectly, in any manner that would prevent CPE LLC or CPE, as the case may be, from obtaining recovery under applicable insurance policies or would prejudice the defense of the claim in question and (c) such Party’s taking of all reasonably necessary steps, as applicable, to prevent being barred from obtaining recovery under applicable insurance policies or to prevent prejudicing the defense of the claim in question.
Special Indemnification Provisions. At any time, the Broker may apply to any officer of the Fund for instructions, and consult with Broker’s legal counsel with respect to any matter arising in connection with the services to be performed by the Broker under this Agreement, and Broker and its agents, officers, employees or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted in reliance upon such instructions or upon the opinion of such counsel. Broker, its agents, officers, employees or subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons or upon any instruction, information, data, record or document. Broker shall not be held to have notice of any change of authority of any person until receipt of written notice from the Fund.
Special Indemnification Provisions. The indemnification obligations of RMCO LLC under Section 5.2 and RE/MAX Inc. under Section 5.3 shall in each case be conditioned upon (a) prompt notice from the other party after such Person learns of any claim or basis therefor which is covered by such indemnity (except to the extent that the failure to provide prompt notice does not prejudice the indemnifying party), (b) such party’s not taking any steps which would bar RMCO LLC, RE/MAX LLC and/or RE/MAX Inc., as the case may be, from obtaining recovery under applicable insurance policies or would prejudice the defense of the claim in question and (c) such party’s taking of all reasonably necessary steps which if not taken would result in RMCO LLC, RE/MAX LLC and/or RE/MAX Inc., as the case may be, being barred from obtaining recovery under applicable insurance policies or would prejudice the defense of the claim in question.
Special Indemnification Provisions. Notwithstanding any terms and provisions of this Agreement to the contrary, from and after the Closing, the Seller hereby covenants and agrees to protect, defend, indemnify and save the Buyer, its successors and assigns, harmless from and against any and all Adverse Consequences incurred in connection with or arising out of all breaches, if any, by the Seller of its covenants to the Buyer under Section 2(g) above, or otherwise relating to or arising from the Excluded Liabilities.
Special Indemnification Provisions. ART and Columbia agree that ---------------------------------- certain Letter Agreement dated July 3, 0000, xxxxxxx XXX, Xxxxxxxx and others pursuant to which Columbia agreed to indemnify ART with respect to Indemnifiable Damages (as defined in the Acquisition Agreement) resulting from, relating to, or arising out of the agreements described therein with Video/Phone Systems, Inc. shall continue to apply with respect to the Assets that are the subject of this Agreement as fully and completely as if those Assets were subject of the Acquisition Agreement .
Special Indemnification Provisions. (i) Notwithstanding any terms and provisions of this Agreement to the contrary, the Seller hereby covenants and agrees to protect, defend, indemnify and save the Buyer, its successors and assigns, harmless from and against any and all claims, demands, actions, causes of action, arbitration proceedings, judgments, awards, attorneys' fees and costs (including costs of investigation and defense), and all other costs and expenses incurred in connection with or arising out of all breaches, if any, by the Seller of its covenants to the Buyer under Section 2(d) above.
Special Indemnification Provisions. (i) Notwithstanding any terms and provisions of this Agreement to the contrary, the Seller hereby covenants and agrees to protect, defend, indemnify and save the Buyer, its successors and assigns, harmless from and against any and all claims, demands, actions, causes of action, arbitration proceedings, judgments, awards, attorneys' fees and costs (including costs of investigation and defense), and all other costs and expenses incurred in connection with or arising out of all breaches, if any, by the Seller of its covenants to the Buyer under Section 2(d) above.
(ii) Notwithstanding any terms and provisions of this Agreement to the contrary, the Buyer hereby covenants and agrees to protect, defend, indemnify and save the Seller, its successors and assigns, harmless from and against any and all claims, demands, actions, causes of action, arbitration proceedings, judgments, awards, attorneys' fees and costs (including costs of investigation and defense), and all other costs and expenses incurred in connection with or arising out of all breaches, if any, by the Buyer of its covenants to the Seller under Section 2(c) above. 9.
