Indemnification Exculpation Sample Clauses

Indemnification Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.
Indemnification Exculpation. The Company agrees to indemnify and hold harmless the Indemnified Parties from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to this Agreement, the Definitive Documentation, or the transactions contemplated hereby or thereby, solely to the extent such Definitive Documentation or transactions contemplated thereby relate to this Agreement and the Convertible Preferred Equity Offering, any use made or proposed to be made with the proceeds of the Commitments, or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, and the Company shall reimburse each Indemnified Party upon demand for reasonable fees and expenses of counsel (which, so long as there are no conflicts among such Indemnified Parties, shall be limited to one law firm serving as counsel for the Indemnified Parties) and other expenses incurred by it in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing, irrespective of whether the transactions contemplated hereby are consummated, except to the extent such claim, damage, loss, liability, or expense is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence, or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final, non-appealable order of a court of competent jurisdiction to have resulted from such Indemnified Party’s bad faith, actual fraud, gross negligence or willful misconduct. In no event, however, shall the Company or any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages. Without the prior written consent of the Indemnified Parties, the Company agrees that it will not enter into any settlement of any lawsuit, claim or other proceeding arising out of this Agreem...
Indemnification Exculpation. Recognizing that Consultant, in providing the services contemplated hereby, will be acting as representative of and relying on information provided by the Company, the Company agrees to the provision of Schedule I hereto. The Company shall use its best efforts to cause any binding agreements with acquirers or providers of capital or financing to include exculpation and indemnification provisions in favor of Consultant which are equivalent to the foregoing and are binding on such persons. It is specifically understood and agreed that the indemnification provisions of Schedule I shall be binding on the successors and assigns of the parties hereto and of the Indemnified parties, specifically including the continuing entity after any Transaction and any successor thereto whether by subsequent merger, consolidation or transfer of all or a substantial part of the assets or business of the Company or such continuing entity.
Indemnification Exculpation. Borrower shall pay and protect, defend and indemnify Agent and all Lenders and Agent and each Lender’s employees, officers, directors, shareholders, affiliates, agents and representatives (collectively, the
Indemnification Exculpation. The Company agrees to indemnify and hold harmless BCG, its partners, employees, agents, representatives and affiliates, and their respective officers, directors, partners, members, employees, stockholders, agents, representatives and affiliates (collectively, "Indemnified Parties") against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all reasonable legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which any Indemnified Party is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with BCG's acting for the Company, including, without limitation, any act or omission by BCG or any Indemnified Party in connection with its acceptance of or the performance or non-performance of its obligations under this Agreement, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from BCG's gross negligence or willful misconduct. The Company also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement of BCG, except to the extent that any such liability is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted primarily and directly from BCG's gross negligence or willful misconduct. The provisions of this Section 6 shall survive termination of this Agreement.
Indemnification Exculpation. The Company agrees to provide indemnification, contribution and reimbursement to Houlihan Lokey and certain other parties in accordance with, and the Company further agrees to be bound by the other provisions set forth in, Schedule A attached hereto, which Schedule A is incorporated herein and made a part hereof.
Indemnification Exculpation. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which Delaware General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the Delaware General Corporation Law. Any amendment, repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification. To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article IX to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended. Any repeal or modification of the foregoing provisions of this Article IX by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.
Indemnification Exculpation. All rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Closing (including with respect to the Contribution and each of the other transactions contemplated by this Agreement and each of the other Transaction Documents) existing as of the date hereof in favor of the current or former directors, officers and employees of each Company Party, as provided in such Company Party’s Organizational Documents (subject to any limitations therein), or any indemnification agreements of any Company Party (subject to any limitations therein) and not in violation of applicable Law, shall survive the Closing and shall continue in full force and effect without amendment, modification, or repeal in accordance with their terms. Following the Closing, the Company shall maintain in full force and effect director and officer liability insurance covering acts of the Company’s officers and directors up to and including the Closing, which insurance shall be maintained for the full period during which claims for breach of fiduciary duty may legally be brought with respect to the transactions contemplated by this Agreement or other acts or omissions occurring prior to Closing.
Indemnification Exculpation. Because GCG will be acting as the limited representative of Hospital, and relying totally on information provided by it, Hospital has agreed to indemnify GCG and hold it and its employees harmless against any acts of fraud or misrepresentation arising from such Company-provided information.
Indemnification Exculpation. Duties .. . .. . . . . . . ...... ............... . . . . . . . . . . . . . . . . . . ...... 33 Conflicts of Interest. . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .. . . ....... ......... . ... . . . . . . . . . .. . . . . . .. . . .......... 3 7 Insurance Coverage . . . . . . . . . . . . ..... . . . ...... ..................... . . . . . . . . .. . . .. . .. . . . . . . ............ . . 37 Six Month Evaluation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Designated Representative ........................ . .. . . . . . . . . . . . . . . . ... . . . ................ . .. . . . . . . 39 ACCOUNTING AND REPORTING ............. . . ... . . .. . . . . . ... . . ................ . . . . . .. .41 Fiscal Year, Accounts, Reports ................ . . . . ....... . . . . . . . . . ..................... . . . . . . .. .41 Bank Accounts . . . ....... ................................... . . .. . . . . . . . .. . . ................ ...... . . . . . . . . . 42 CAPITAL CONTRIBUTIONS ................... . . . . . . . . . . . . . .. . . . . ................... . . . . . . . .42 Capital Contributions ............. . .. . . . . . .. . . . . . . .. . . . . . . . . . . . . . . ....................... . . . . . . ... . . . .42 Return on or of Contributions .... . . . . . . . . . . . . . . . . . . . . .. . . . . . ................ . . . . . . . . . . . . . . . . .... .45 Balances ......... . . . . . ....... . . . . . . . . . . . . . . . . .. . . . . . . .. . . . . . . .................. .... . . . . . . . . . . . . . . . . . . ........ 45 FINANCING AND FINANCING GUARANTIES ... . . . . . . . . . . . .. . .. . . . . . .. . ...... .45 Financing . . . . . . . . . . .. . . . . . .. . . . . . . .. . . . . . . .......... ............ . . . . . . . . . . . . . . . . . . . . . . . ...................... 45 Financing Guaranties ............................. ..... . . . . . . . . . . . . . . . . ................... ..... . . . . . . . 46 DISTRIBUTIONS ............... ......... .... . .. . .. . . . . . . . . . . . . ..... . . . . . . . ............ . . . . . . . . . . . . . . . 46 Distributions in General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46 Distribution of Available Cash Flow . . . . . . .... ............ . . . . . . . . . . . . . . . . . . . . ....