Indemnification of Global Clause Samples
The Indemnification of Global clause requires one party to compensate or protect Global (likely a company or entity named Global) against certain losses, damages, or liabilities that may arise from the actions or omissions of the indemnifying party. Typically, this clause applies if Global faces claims, lawsuits, or expenses due to the other party’s breach of contract, negligence, or misconduct. Its core function is to allocate risk by ensuring that Global is not financially harmed by issues caused by the other party, thereby providing a safeguard against potential legal or financial exposure.
Indemnification of Global. Except as provided in Section 8.6, ------------------------- ----------- as Global's sole and exclusive remedy for any breach by the Seller hereunder, Seller agrees to indemnify and hold harmless Global and each officer, director, and affiliate of Global, including without limitation the Company or any successor of the Company (collectively, the "INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTS"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by Seller or the Company of or under any of the representations, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith; (B) the assertion and final determination of any claim or liability against the Company or any of the Indemnified Parties by any Person based upon the facts which form the alleged basis for any litigation to the extent it should have been, but was not, reserved for in the Financial Statements in accordance with GAAP; and (C) the Company's tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for themselves as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.
Indemnification of Global. Sellers agree to individually indemnify -------------------------- and hold harmless Global and each officer, director, and affiliate of Global, including without limitation The Company or any successor of the Company (collectively, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses actually incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Indemnifiable Costs") which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of any misrepresentation, breach or default by such Seller with respect to such Seller under the representations and warranties made by him individually in Sections 3.1. 3.2. 3.3 or 3.6 of the Agreement. ------------- ---- --- ----
Indemnification of Global. In partial consideration for the assignment of such stock and claims in and against the Corporations to the Purchaser, the Purchaser and WMI hereby agree to indemnify and hold Global and its officers, directors, employees and subsidiaries harmless against any and all such claims or liabilities asserted against Global, including any attorney's fees incurred as a result of such claims or liabilities, arising out of the operation of, or related to, the Corporations whenever incurred, including any liability to vendors, lessors, taxing authorities, or lenders to the Corporations.
Indemnification of Global. In partial consideration for the assignment of such stock and claims in and against the Corporations to WMI, WMI hereby agrees to indemnify and hold Global and its officers, directors, employees and subsidiaries harmless against any and all such claims or liabilities asserted against Global, including any attorney's fees incurred as a result of such claims or liabilities, arising out of the operation of, or related to, the Corporations whenever incurred, including any liability to vendors, lessors, taxing authorities, or lenders to the Corporations.
Indemnification of Global. EURAND shall indemnify and hold GLOBAL harmless from and against all damages, losses, expenses, claims, demands, suits, penalties, judgments or administrative and judicial orders and liabilities (including reasonable counsel fees and expenses) incurred, assessed or sustained by GLOBAL, its officers, directors, employees and agents with respect to or involving or arising out of a breach of EURAND'S warranties in Section 4.3 hereof by EURAND and/or the manufacturing of the Product regardless of whether the claim is based in contractor strict liability, warranty or any other legal theory.
Indemnification of Global. GDHI and the Shareholder severally (and not jointly) agree to indemnify Global against any loss, damage, or expense (including reasonable attorney fees) suffered by Global from (1) any breach by GDHI or the Shareholder of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by GDHI or the Shareholder herein; provided, however, that (a) Global shall be entitled to assert rights of indemnification hereunder only if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Global shall give notice of any claims hereunder within twenty-four months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Global to the extent of insurance proceeds paid to, or tax benefits realizable by, Global as a result of the event giving rise to such right to indemnification.
Indemnification of Global. Each of HFE and the Shareholders shall jointly and severally indemnify and hold harmless Global from, against and in respect of the full amount of any and all liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses (including without limitation fees and disbursements of trial and appellate counsel)(collectively, the “Indemnified Expenses”) arising from, in connection with, or incident to any breach or violation of any or all of the representations, warranties, covenants and agreements made by it or him in this Agreement.
Indemnification of Global. 32 8.2 Defense of Claims.................................................. 33 8.3 Escrow Claim....................................................... 33 8.4 Tax Audits, Etc.................................................... 33 8.5 Indemnification of the Sellers..................................... 34 8.6