Terms of Indemnification. The obligations and liabilities of the Company with respect to Claims by third parties will be subject to the following terms and conditions: (a) a Purchaser Indemnitee will give the Company prompt notice of any Claims asserted against, resulting to, imposed upon or incurred by such Purchaser Indemnitee, directly or indirectly, and the Company will undertake the defense thereof by representatives of their own choosing which are reasonably satisfactory to such Purchaser Indemnitee; provided that the failure of any Purchaser Indemnitee to give notice as provided in Section 11.3 shall not relieve the Company of its obligations under this Article 9; (b) if within a reasonable time after notice of any Claim, the Company fails to defend, such Purchaser Indemnitee will have the right to undertake the defense, compromise or settlement of such Claims on behalf of and for the account and at the risk of the Company, subject to the right of the Company to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof; (c) if there is a reasonable probability that a Claim may materially and adversely affect a Purchaser Indemnitee other than as a result of money damages or other money payments, such Purchaser Indemnitee will have the right at its own expense to defend, or co-defend, such Claim; (d) neither the Company nor the Purchaser Indemnitee will, without the prior written consent of the other, settle or compromise any Claim or consent to entry of any judgment relating to any such Claim; (e) with respect to any Claims asserted against a Purchaser Indemnitee, such Purchaser Indemnitee will have the right to employ one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent such Purchaser Indemnitee if, in such Purchaser Indemnitee’s reasonable judgment, a conflict of interest between such Purchaser Indemnitee and the Company exists in respect of such Claims, and in that event the fees and expenses of such separate counsel shall be paid by the Company; and (f) the Company will provide each Purchaser Indemnitee reasonable access to all records and documents of the Company relating to any Claim.
Terms of Indemnification. The terms of the Uniform Federal Agency Indemnification Agreement (UFAIA), must conform to the fol- lowing provisions:
Terms of Indemnification. 24 iii 5 ARTICLE XI
Terms of Indemnification. Each indemnity provided for under this Agreement is subject to the following provisions:
(i) The indemnity will cover the costs and expenses of the Indemnitee, including reasonable attorneys’ fees and costs, related to any actions, suits or judgments incident to any of the matters covered by such indemnity.
(ii) The Indemnitee must notify the Company of any claim against the Indemnitee covered by the indemnity within forty-five (45) days after the Indemnitee has notice of such claim, but failure to notify the Company in no case prejudices the rights of the Indemnitee under this Agreement unless the Company is prejudiced by such failure and then only to the extent the Company is prejudiced by such failure. If the Company fails to discharge or undertake to defend the Indemnitee against such liability upon learning of such liability, then the Indemnitee may settle such liability, and the liability of the Company hereunder will be conclusively established by such settlement, which liability will include both the settlement consideration and the reasonable costs and expenses, including reasonable attorneys’ fees and costs, incurred by the Indemnitee in effecting such settlement.
(iii) No indemnity hereunder may be construed to limit or diminish the coverage of any Member under any insurance obtained by the Company. Payment under any such policy is not a condition precedent to any indemnification provided in this Agreement.
Terms of Indemnification. Seller agrees to jointly and severally indemnify, defend and hold harmless Purchaser from all Damages (i) proximately caused by the fault or negligence of Seller, its officers, employees or agents; (ii) which relate in any manner to the terms and obligations of this Agreement; (iii) which relate to any other failure by Seller to comply with any terms of this Agreement; (iv) which relate to any failure by Seller to comply with applicable laws and/or regulations in accordance with this Agreement; (v) resulting from any breach of any representation, warranty, covenant or promise made by Seller in this Agreement; and/or (vi) resulting from any and all federal, state or local tax liabilities of Seller that in any manner impact Purchaser.
Terms of Indemnification. The obligations and liabilities of the parties with respect to Claims by third parties will be subject to the following terms and conditions:
(a) the indemnified party will give the indemnifying party prompt written notice of any Claims asserted against, resulting to, imposed upon or incurred by the indemnified party, directly or indirectly, and the indemnifying party will undertake the defense thereof by representatives of their own choosing which are reasonably satisfactory to the indemnified party; provided that the failure of the indemnified party to give notice as provided in this Section 10.2 shall not relieve the indemnifying party of its obligations under this Article X, except to the extent that such failure has materially and adversely affected the rights of the indemnifying party;
(b) if within a reasonable time after notice of any Claim, the indemnifying party fails to defend such Claim, the indemnified party will have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and at the risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof;
(c) if there is a reasonable probability that a Claim may materially and adversely affect the indemnified party other than as a result of money damages or other money payments, the indemnified party will have the right at its own expense to defend (provided that the indemnifying party shall continue to control the defense and the indemnified party shall have the right to participate in such defense), or co-defend, such Claim;
(d) the indemnifying party on one hand and the indemnified party on the other hand will not, without the prior written consent of the other, settle or compromise any Claim or consent to entry of any judgment relating to any such Claim;
Terms of Indemnification. Subject to the terms and provisions of this Article 12:
(a) From and after the Closing, ABI shall indemnify Buyer Parties against, and shall protect, defend and hold harmless Buyer Parties from, all Damages imposed on, sustained, incurred or suffered by the Buyer Parties to the extent arising out of, relating to or resulting from (i) any Breach of any of the representations or warranties of ABI contained in this Agreement, and (ii) any Breach of ABI’s covenants or agreements contained in this Agreement.
Terms of Indemnification. Subject to the terms and provisions of this Agreement,
(a) the Sellers, severally but not jointly and severally, shall indemnify the Buyer Parties against, and shall protect, defend and hold harmless the Buyer Parties from, all Damages arising out of, relating to, or resulting from (i) any Breach of any of the Sellers’ or any of the Companies’ respective representations or warranties contained in this Agreement, including the schedules hereto or in any of the other Transaction Documents; or (ii) any Proceeding, commenced at any time (and without regard to any survival period for any representation or warranty contained in this Agreement), that is brought (x) by any beneficial interest holder of any of the Sellers, or (y) on a derivative basis by any beneficial interest holder of any Seller on behalf of such Seller, and, in the case of each of (x) and (y) above, which relates to or arises out of any event, fact or circumstance existing prior to the Closing and relates to the transactions contemplated by this Agreement, including without limitation the liabilities, damages, costs and expenses incurred by the Companies and the Buyer (including attorney’s fees) in connection with the defense, settlement or other resolution thereof;
(b) the Buyer shall indemnify the Seller Parties against, and shall protect, defend and hold harmless the Seller Parties from, all Damages arising out of, relating to, or resulting from any Breach of the Buyer’s representations or warranties contained in this Agreement or in any of the other Transaction Documents.
Terms of Indemnification. The Company agrees to indemnify and hold harmless the Placement Agent and its agents, stockholders, officers and directors, and each person, if any, who controls the Placement Agent, as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a fact contained in the Offering Documents or the omission or alleged omission therefrom of a fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such untrue statement or omission was made in the Offering or Ancillary Documents in reliance upon and in conformity with information furnished in writing to the Company in connection therewith by the Placement Agent expressly for use therein;
(ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or any such alleged untrue statement or omission; and
(iii) against any and all expense whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above.
Terms of Indemnification. 45 9.3 Procedures.................................................46 9.4 Limitations on Indemnification; Additional Indemnification Provisions.................................47
