Indemnification Matters Sample Clauses

Indemnification Matters. The obligations and liabilities of Indemnitor ----------------------- under Section 8 with respect to an Indemnification Matter by third parties will be subject to the following terms and conditions: 8.4.1 If within 15 days after Indemnification Notice, Indemnitor fails to defend against such Indemnification Matter, Indemnitee will have the right to undertake the defense, compromise or settlement of such Indemnification Matter on behalf of and for the account and at the risk and expense of Indemnitor subject to the right of Indemnitor to assume (with Indemnitee's consent) the defense of such Indemnification Matter at any time prior to settlement, compromise or final determination of such Indemnification Matter. 8.4.2 Notwithstanding any provision of this Section 8 to the contrary, (a) if there is a reasonable probability that (i) an Indemnification Matter may materially and adversely affect Indemnitee other than as a result of money damages or other money payments or (ii) Indemnitor cannot provide Indemnitee with adequate assurance that it is capable of fulfilling its indemnification obligations under this Section 8, Indemnitee will have the right to defend, co- defend, reasonably compromise or settle such Indemnification Matter without Indemnitor's approval but after giving Indemnitor three days prior notice of such compromise or settlement and (b) Indemnitor will not, without the prior written consent of Indemnitee, settle or compromise any Indemnification Matter or consent to entry of any Judgment relating to any such Indemnification Matter, which settlement, compromise or Judgment does not include as an unconditional term the release of Indemnitee by the claimant in respect of such Indemnification Matter. Indemnitee will have the right to participate in any defense of an Indemnification Matter at any time at its own expense and Indemnitor will cooperate and cause its counsel to fully and promptly cooperate with Indemnitee and its counsel with respect to its participation in the defense of the Indemnification Matter. 8.4.3 Indemnitor and Indemnitee will cooperate with each other to furnish access to all records and documents of Indemnitor relating to any Indemnification Matter.

Indemnification Matters. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, in the case of any conflict between this Agreement or any Ancillary Agreement (other than the Indemnification and Release Agreement) and the Indemnification and Release Agreement in relation to any matters addressed by the Indemnification and Release Agreement, the Indemnification and Release Agreement shall prevail; provided, however, that in relation to any matters concerning Taxes, the Tax Sharing Agreement shall prevail over the Indemnification and Release Agreement, and in relation to any matters governed by the Employee Matters Agreement, the Employee Matters Agreement shall prevail over the Indemnification and Release Agreement.

Indemnification Matters. (a) Grant hereby agrees to indemnify, defend and hold Weatherford and its Affiliates and each of their respective officers, directors, employees, agents and assigns (collectively, the "Weatherford Indemnified Parties") harmless from and against any and all Liabilities or Environmental Liabilities (including, without limitation, reasonable fees and expenses of attorneys, accountants, consultants and experts) that the Weatherford Indemnified Parties incur, suffer or realize, are subject to a claim for or are subject to, that are based upon, arising out of, relating to or otherwise in respect of: (i) any breach of any covenant or agreement of any Grant Company contained in this Agreement or any other agreement contemplated hereby, including the Tax Allocation Agreement; (ii) the acts or omissions of any Grant Company or any Affiliate of any Grant Company (other than Weatherford and its Affiliates that are not Grant Companies after the Distribution) or the conduct of any business by them or any predecessor thereto before, on or after the Distribution Date; (iii) the Grant Liabilities; (iv) the Assets; (v) the conveyance, assignment, sale, lease or making available of the Assets; (vi) any Grant Tax (except as provided otherwise in the Tax Allocation Agreement); (vii) any and all amounts for which Weatherford may be liable on account of any claims, administrative charges, self-insured retentions, deductibles, retrospective premiums or fronting provisions in insurance policies, including as the result of any uninsured period, insolvent insurance carriers or exhausted policies, arising from claims by any Grant Company or any Affiliate of any Grant Company, or the employees of any of the foregoing, or claims by insurance carriers of any Grant Company for indemnity arising from or out of claims by or against any Grant Company for acts or omissions of any Grant Company, or related to any

Indemnification Matters. This Section 6 applies to (i) this Agreement and any instruments delivered pursuant hereto other than (A) the Ancillary Agreements and (B) any supplements to the Intercompany Agreements and (ii) the Contribution Agreements and any instruments delivered thereunder (collectively such documents referred to in clause (i) and (ii) being referred to herein as the "Covered Agreements"). ------------------

Indemnification Matters. The provisions of Sections 5.4 through 5.17 of the Distribution Agreement shall govern claims for indemnification under this Agreement, provided that, for purposes of this Section 6.6, in the event of any conflict between the provisions of the Distribution Agreement and this Article VI, the provisions of this Agreement shall control.

Indemnification Matters. The Company hereby acknowledges that it will enter into indemnification agreements with each director on the Board 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 director on the Board 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 director).

Indemnification Matters. Unless otherwise specified in this Agreement, all indemnification and other Tax payments to be made pursuant to this Article VIII shall be made within thirty (30) days of (a) written notice of a payment by or the incurrence of such an amount based on a Determination by a Taxing Authority or the filing of a Tax Return, which notice shall be accompanied by a computation of the Tax due, or (b) written notice of an other indemnifiable Tax payment due, which notice shall be accompanied by a computation of the Tax due. Chronimed and MGI agree to report for Tax purposes any Tax indemnity payment made pursuant to this Article VIII as a distribution or capital contribution, as appropriate, occurring immediately before the Effective Date. If, notwithstanding the manner in which Tax indemnity payments are reported, there is an adjustment to the Tax liability of the recipient of a Tax indemnity payment, the payment shall be appropriately adjusted to place the parties in the same after-Tax position they would have enjoyed absent such adjustment to Tax liability. If an indemnified party realizes a benefit in any period as a result of making the payment with respect to which an indemnification or other Tax payment is required to be made, the indemnified party shall pay to the indemnifying party the amount of such Tax benefit. If any indemnification payment required to be made pursuant to this Agreement is not made when due, such payment shall bear interest at the prevailing interest rate for underpayments as determined under Section 6621 of the Code; provided, however, that this sentence shall not permit a doubling up of interest for a time period if the amount to paid as an indemnity payment includes interest for such time period.

Indemnification Matters. For so long as any Preferred Directors are serving on the Board of Directors, the Company shall not amend or repeal the provisions relating to director indemnification set forth in Article XI of the Company’s Bylaws, and Article Tenth of the Certificate of Incorporation, without the consent of the Board including at least a majority of the Preferred Directors then serving on the Board.

Indemnification Matters. The Parties shall comply with the provisions and agreements set forth on Schedule 6.4, which is incorporated herein by reference.