Indemnification Event Sample Clauses

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.
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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.
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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.
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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:
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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”).
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Indemnification Event. 7.3(a) INDEMNIFIED PARTY.......................................................7.3(a) INDEMNIFYING PARTY......................................................7.3(a) MINI-BASKET AMOUNT......................................................7.2(a) OFFERING........................................................
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Related to Indemnification Event

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification Notice Each party entitled to indemnification under this Section 5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that an Indemnified Party (together with all other Indemnified Parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses of such counsel to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

  • Indemnification Matters The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.

  • Indemnification Determinations Indemnification of an Indemnified Person pursuant to Section 8.4 shall be made if (a) the court or body before whom the proceeding is brought determines, in a final decision on the merits, that such Indemnified Person was not liable by reason of Disabling Conduct or (b) in the absence of such a determination, a majority of a quorum of disinterested, non-party Trustees or independent legal counsel in a written opinion make a reasonable determination, based upon a review of the facts, that such Indemnified Person was not liable by reason of Disabling Conduct. In making such a determination, the Board of Trustees of the Trust shall act in conformity with then applicable law and administrative interpretations, and shall afford a Trustee requesting indemnification who is not an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, a rebuttable presumption that such Trustee did not engage in disabling conduct while acting in his capacity as a Trustee.

  • Indemnification of the QIU Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company agrees to indemnify and hold harmless Odeon, in its capacity as the QIU, its directors, officers, agents, partners, members and employees and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of the Rules of FINRA) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding the indemnification set forth in this Section 5.1.5, Odeon will undertake liability under Section 11 of the Exchange Act for acting as a qualified independent underwriter in connection with this Offering in compliance with FINRA Rule 5121(f)(12)(C).

  • Indemnification for Third Party Claims To the extent permitted by applicable law, you will defend us and our Affiliates, and our and their respective officers, directors, employees, and agents from and against any and all third party claims, lawsuits, and proceedings that arise or result from (a) your breach of this XXXX, (b) your use, distribution and/or licensing of the Redistributables, if applicable, except to the extent it arises from an IP Claim covered under section 1.10.1 above, or (c) your failure or alleged failure to comply with Applicable Laws or any violation of a third party’s rights in connection with your use of the Product (each a “Third-Party Claim” and collectively “Third-Party Claims”) and you will indemnify for damages finally awarded by a court of competent jurisdiction with respect to any Third-Party Claim.

  • Indemnification Payment Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

  • Indemnification Procedure; Determination of Right to Indemnification (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.

  • Indemnification of the Fund PFPC agrees to defend, indemnify and hold the Fund and its officers, directors and employees harmless from any and all Claims arising directly or indirectly from the negligence, bad faith or willful misfeasance of PFPC in the performance of its duties hereunder. Notwithstanding the foregoing, the Fund shall not be indemnified against any Claim caused by the Fund's or the Fund's other service providers' willful misfeasance, bad faith or negligence.

  • Indemnification - General The Company shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this Agreement and (b) to the fullest extent permitted by applicable law in effect on the date hereof and as amended from time to time. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

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