INDEMNIFICATION OF CONCENTRA INDEMNIFIED PARTIES Sample Clauses

INDEMNIFICATION OF CONCENTRA INDEMNIFIED PARTIES. 32 Section 8.2 INDEMNIFICATION OF PPS INDEMNIFIED PARTIES 33 Section 8.3 DEFENSE OF THIRD-PARTY CLAIMS 33 Section 8.4 DIRECT CLAIMS 35 Section 8.5 LIMITATIONS 35 Section 8.6 RECOURSE AGAINST ESCROWED CONSIDERATION 36 Section 8.7 INSTRUCTIONS TO ESCROW AGENT 37 Section 8.8 APPOINTMENT OF PPS SIGNATORY REPRESENTATIVE 37 ARTICLE IX GENERAL PROVISIONS Section 9.1 EFFECTIVENESS OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS 38 Section 9.2 NOTICES 38 Section 9.3 CERTAIN DEFINITIONS 40 Section 9.4 HEADINGS 41 Section 9.5 SEVERABILITY 41 Section 9.6 ENTIRE AGREEMENT 41 Section 9.7 ASSIGNMENT 42 Section 9.8 PARTIES IN INTEREST 42 Section 9.9 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE 42 Section 9.10 GOVERNING LAW 42 Section 9.11 COUNTERPARTS 42 Section 9.12 NO WAIVER RELATING TO CLAIMS FOR FRAUD 42 ANNEXES -------- Annex A -- Officers of Surviving Corporation Annex B -- Merger Consideration Annex C -- Escrowed Consideration EXHIBITS Exhibit A -- Form of Escrow Agreement Exhibit B -- Form of PPS Affiliate Letter Exhibit C -- Form of Concentra Affiliate Letter Exhibit D -- Form of Non-Competition Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of February 24, 1998 (this "AGREEMENT"), is by and among CONCENTRA MANAGED CARE, INC., a Delaware corporation ("CONCENTRA"), CONCENTRA SUBSIDIARY, INC., a Delaware corporation and direct wholly-owned subsidiary of Concentra ("MERGER SUB"), PREFERRED PAYMENT SYSTEMS, INC., a Delaware corporation ("PPS"), and the stockholders of PPS identified on the signature pages hereto (the "PPS SIGNATORIES"). Concentra and Merger Sub are sometimes collectively referred to herein as the "CONCENTRA COMPANIES."
Sample 1
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INDEMNIFICATION OF CONCENTRA INDEMNIFIED PARTIES. (a) Subject to the overall limitations and time limitations set forth in Section 8.5 below and the limitations on recourse set forth in Section 8.6 below, each PPS Signatory, jointly and severally, agrees to indemnify and hold harmless Concentra and each officer, director, employee, consultant, stockholder and affiliate of Concentra (which after the Closing shall include PPS) (collectively, the "CONCENTRA INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, "DAMAGES") which any of the Concentra Indemnified Parties may sustain, or to which any of Concentra Indemnified Parties may be subjected, relating to or arising directly or indirectly out of any breach or default by PPS of any of its representations or warranties contained in Article III hereof (determined without regard to any qualifications as to materiality in such representations or warranties) or any covenants or agreements under this Agreement. Any Damages which any Concentra Indemnified Party sustains, or to which any of the Concentra Indemnified Parties may be subjected, are referred to herein as "CONCENTRA INDEMNIFIED COSTS".
Sample 1

Related to INDEMNIFICATION OF CONCENTRA INDEMNIFIED PARTIES

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Indemnified Parties Section 8.2

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Licensee Indemnification Licensee shall and shall cause its affiliates to indemnify, defend and hold harmless NCIT and its Subcontractors and their Representatives and successors and assigns (each, a “NCIT Indemnitee”) from and against any and all Losses incurred by such NCIT Indemnitee in connection with any Action that arises out of or relates to this Agreement or any of the following:

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

  • Hold Harmless and Indemnification Borrower agrees to indemnify Bank and to hold Bank harmless from, and to reimburse Bank on demand for, all losses and expenses which Bank sustains or incurs as a result of (i) any payment of a LIBOR Option Advance prior to the last day of the applicable LIBOR Period for any reason, including, without limitation, termination of the Note, whether pursuant to this Addendum or the occurrence of an Event of Default; (ii) any termination of a LIBOR Period prior to the date it would otherwise end in accordance with this Addendum; or (iii) any failure by Borrower, for any reason, to borrow any portion of a LIBOR Option Advance.

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