Certain Indemnification Clause Samples

Certain Indemnification. Each assigning Member, Substituted Member and each assignee of any Interest in the Company (or any portion thereof) shall indemnify and hold harmless the Company, each other Member and every shareholder, partner, officer, director, employee or Affiliate of each other Member who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of or arising from any actual or alleged misrepresentation, misstatement of facts or omission to state facts made (or omitted to be made) by such indemnifying party in connection with any Transfer of all or any part of any Interest in the Company, against expenses for which the Company or such other Person has not otherwise been reimbursed (including judgments, fines, amounts paid in settlement and reasonable attorneys’ fees and disbursements) actually and reasonably incurred by the indemnified party in connection with such action, suit or proceeding; provided, however, that the foregoing indemnification shall not be valid as to any Member who supplied the information which gave rise to any actual material misrepresentation, misstatement of facts or omission to state facts.

Certain Indemnification. The Company agrees to indemnify (which indemnity shall include advancement of expenses as they are incurred) and hold harmless Purchaser and each of Purchaser’s officers, directors, employees, partners, agents and affiliates for loss or damage or expenses (including reasonable attorneys fees) arising as a result of or related to (a) any breach or alleged breach by the Company of any of its representations or covenants set forth herein, (b) any cause of action, suit or claim brought or made against Purchaser and arising out of or resulting from the execution, delivery, performance or enforcement of the Investment Agreements or any other certificate, instrument or document contemplated hereby or thereby, (c) any cause of action, suit or claim brought or made against Purchaser that Purchaser has acted in concert with any other person by virtue of the negotiation, execution, delivery, performance or enforcement of the Investment Agreements or any other certificate, instrument or document contemplated hereby or thereby, or the consummation of the transactions contemplated herein or therein (d) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or (e) the status of Purchaser or holder of the Securities as an investor in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding, in no event shall the Company be required to indemnify Purchaser for any claims to the extent that a court of competent jurisdiction shall have determined by a final judgment that such claims had arisen or were the result of Purchaser’s misconduct, including without limitation, violations of law, breach by Purchaser of a contract with a third party, or negligence. After receipt by Purchaser of notice of any action, proceeding or claim subject to the indemnification provisions herein (each event a “Circumstance”), Purchaser shall promptly give the Company notice describing the Circumstance. The Company shall have the right (without prejudice to the right of Purchaser to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to...

Certain Indemnification. From and after the Closing Date, the Company shall, and the parties hereto shall cause the Company to, (i) indemnify and hold harmless each individual who at the Closing Date is, or at any time prior to the Closing Date was, a director, officer or member of the Company or of a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director, officer or member of the Company or such Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee, member or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person), in each case under (A) or (B), at, or at any time prior to, the Closing Date, to the fullest extent permitted under applicable Law, and (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the organizational documents of the Company such Subsidiaries as currently in effect.

Certain Indemnification. (a) From and after the Effective Time, Purchaser shall, and shall cause the Surviving Corporation to, keep in effect provisions in its certificate of incorporation providing for exculpation of director liability and indemnification of directors and officers at least to the extent that such persons are entitled thereto under the Amended and Restated Certificate and Bylaws of the Company on the date hereof, subject to Delaware law, which provisions shall not be amended, repealed or otherwise modified for a period of five years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of the Company (each, an “Indemnified Director or Officer”) in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by law. (b) Any Indemnified Director or Officer wishing to claim indemnification under this Section 5.10 shall notify the Surviving Corporation promptly upon learning of any such claim, action, suit, proceeding or investigation (but failure to notify the Surviving Corporation shall not relieve it from any liability which it may have under this Section 5.10 except to the extent such failure prejudices such party). (c) The provisions of this Section 5.10 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Director or Officer and his or her heirs and representatives.

Certain Indemnification. If a ------------ ----------------------- "Designated Event" (as defined in Section 6.02 of each of the Credit Agreements) relating to any Guarantor or its Subsidiary shall occur, whether or not resulting in the application of funds held under the Cash Collateral Agreement or the acceleration of any Notes or Promissory Notes, such Guarantor shall promptly reimburse the other Guarantors and their Subsidiaries for all moneys expended and otherwise indemnify and hold harmless the Partnership, the other Guarantors and their respective Subsidiaries from and against any and all loss, cost or damage, including but not limited to reasonable attorneys' fees and expenses, incurred by the Partnership, such other Guarantors and their respective Subsidiaries as result of such "Designated Event," including but not limited to any and all moneys expended and loss, cost and damage incurred as a result of any actions taken by such Guarantors and their Subsidiaries pursuant to Section 6.3A of the Partnership Agreement to ------------ cure such Designated Event or to pay such accelerated Notes and/or Promissory Notes."

Certain Indemnification. 10.2.1 Except for the debts listed in Article 4.1.14 of the Disclosure Schedule in Appendix I hereto, Transferor and the Actual Controller shall fully and jointly assume any liabilities (including contingent liabilities, rent unpaid by the Target Company) of any nature incurred prior to the date on which the AIC Change Registration is completed and the Target Company obtains the new business license reflecting this Equity Transfer (and/or assumed by the Group Companies after the date on which the new business license is obtained due to events or problems that occur prior to the date on which the new business license is obtained), and Transferor and the Actual Controller shall fully repay such liabilities within the time period set forth in the written notice from Transferee and in the manner set forth in the written notice of Transferee. For each day of delay, Transferor and the Actual Controller shall jointly and severally pay Transferee liquidated damages equal to [0.5 ‰] of such outstanding liabilities. If such losses are caused to Transferee, the Transferor and the Actual Controller shall fully and jointly indemnify all losses suffered by the Transferee. 10.2.2 Except as stated in the corresponding terms of the disclosure letter in Annex I to this Agreement, the Transferor and the Actual Controller shall bear the full amount of any administrative liabilities, civil liabilities (including tort liabilities, liabilities for breach of contract and product liabilities) and/or defaulted taxes and dues (including but not limited to the defaulted social insurance and housing provident fund, defaulted enterprise income tax and individual income tax as well as various penalties and overdue fines) incurred prior to the completion of the AIC change registration and the date on which the target company obtains the new business license reflecting this equity transfer (and/or after the date on which the new business license is obtained due to events or problems that occurred prior to the date on which the new business license is obtained). For each day of delay, the Transferor and the Actual Controller shall jointly and severally pay off such liability in full within the time limit set forth in the written notice from the Transferee and in the manner set forth in the written notice from the Transferee, and the Actual Controller shall jointly and severally pay the Transferee [0.5 ‰] of such assumed liability as liquidated damages. If such violation causes losses to th...

Certain Indemnification. From and after the Closing, the Purchaser will cause each of Concrete and Geosolutions to, and each of Concrete and Geosolutions will, continue to indemnify and hold harmless each present and former director and officer of Concrete and its Subsidiaries and Geosolutions against any Losses incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring on or prior to the Closing, whether asserted or claimed prior to, on or after the Closing, to the fullest extent that Geosolutions and Concrete would have been permitted under Delaware law and their certificates of incorporation, bylaws or other organizational documents in effect on the date hereof to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Legal Requirements); provided, however, that the person to whom such expenses are advanced must provide an undertaking to Geosolutions or Concrete (as appropriate) to repay such advances if it is ultimately determined by a court of competent jurisdiction (which determination shall have become final) that such person is not entitled to indemnification. No later than the Closing Date, Purchaser shall purchase “run-off” or “tail coverage” officers and directors liability insurance coverage for the officers and directors of Concrete and Geosolutions, which shall continue until the sixth anniversary of the Closing Date. The costs of such coverage (which shall not exceed $180,000) shall be shared equally by the Sellers, on the one hand, and Purchaser, on the other hand. The Sellers’ portion of such cost shall be considered a Seller Transaction Expense.