Indemnification Event Sample Clauses
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Indemnification Event. The Company and the Founders (the “Indemnifying Parties”) shall indemnify, defend and hold harmless, KAS and its respective agents, officers, directors and/or Affiliates (the “Indemnified Party”), from and against any actual, incurred and direct losses, damages, costs and expenses incurred or suffered, by the Indemnified Party including third party claims, arising out of or in connection with any of the following (“Claim”): Failure by the Company or the Founders to perform or otherwise fulfill any covenant, undertaking or other agreement or obligation contained in this Agreement; Any liability arising out of non-compliance of any obligations undertaken by the Company; Any liabilities and obligations of whatever nature relating to any litigation, Claims made by third parties relating to the Company including legal claims made by Third Parties relating to the Company for the products and technology developed by the Company or governmental investigation pending or relating to the business or operations of the Founders or the Business of the Company prior to the Closing Date; Any liability due to any non-compliance of any applicable Law, rules or regulations prior to the Closing Date which cause Material Adverse Effect; Any inaccuracy in or any breach of any Representation and Warranty of the Founders or the Company, as the case may be; Any undisclosed liability or obligation, including without limitation, penalties and interest, relating to the reporting, payment or withholding of taxes by the Founders and/or the Company prior to Closing Date; Failure to seek prior written consent or approval of KAS with respect to a Reserved Matters in accordance with the terms of this Agreement or the Company failing to remedy the same (if such breach is remediable) within 30 (Thirty) days of being notified of the same by KAS.
Indemnification Event. If the Indemnifying Party fails within thirty (30) days after receipt of such notice: (a) to notify the Indemnified Party of its intent to defend, or (b) to defend, contest, or otherwise protect against such suit, action, investigation, claim or proceeding, or fails to diligently continue to provide such defense after undertaking to do so, the Indemnified Party shall have the right, upon ten (10) days' prior written notice to the Indemnifying Party, to defend, settle and satisfy any such suit, action, claim, investigation or proceeding and recover the costs of the same from the Indemnifying Party.
Indemnification Event. For the purposes of this Section 20, an "Indemnification Event" means a payment of tax by the Bank, or an offset against any tax refund or other amount otherwise due to the Bank, as a result of, or in conjunction with, any of the events set forth below:
Indemnification Event. Pledgee and the Purchaser and the other BCC Parties included in the definition of Indemnitee are indemnified pursuant to the terms of Article 11 of the Merger Agreement (which terms are incorporated herein by reference) from and against any Damages, subject to the limitations set forth in Article 11 of the Merger Agreement and herein. The Pledged Securities will be security for the Indemnity Obligations, subject to the limitations, and in the manner provided, in Article 11 of the Merger Agreement and this Agreement.
Indemnification Event. The occurrence of an event or the existence of circumstances that gives rise to a right by a Buyer Indemnitee to receive indemnification payments with respect to indemnifiable Losses pursuant to Article 7 or Article 9 of the UPA shall constitute an “Indemnification Event” under this Pledge Agreement. To the extent that any Indemnification Event is the subject of a dispute between Nextridge and the Member pursuant to the processes for assertion of indemnity claims contemplated by the UPA (which shall, for indemnity claims pursuant to Article 9 of the UPA, include the indemnification procedures set forth in Section 9.4 of the UPA), a portion of the Collateral with a value, calculated in the manner contemplated by Section 8, equal to the Losses asserted by the applicable Buyer Indemnitee(s) (which shall always be asserted in good faith and may be based on an estimate if such value is not or cannot be known) shall remain held by Nextridge in accordance with Section 8 until such time that such disputes have been finally resolved (“Disputed Collateral”).
Indemnification Event. 7.3(a) INDEMNIFIED PARTY.......................................................7.3(a) INDEMNIFYING PARTY......................................................7.3(a) MINI-BASKET AMOUNT......................................................7.2(a) OFFERING........................................................