Indemnification Right Clause Samples
The Indemnification Right clause establishes a party's entitlement to be compensated for losses, damages, or liabilities incurred due to specific actions or omissions of the other party. In practice, this clause typically requires one party to cover legal costs, settlements, or judgments if the other party faces claims arising from breaches of contract, negligence, or third-party lawsuits. Its core function is to allocate risk and financial responsibility, ensuring that the party suffering harm is protected from bearing the full burden of certain losses.
Indemnification Right. The Company shall indemnify Executive and hold him harmless for acts or decisions made by him in good faith while performing services for the Company to the extent provided by its organizational and governance documents and law, including any rights to insurance benefits under any Directors & Officers liability insurance policy maintained by the Company.
Indemnification Right. Contractor shall defend, indemnify and hold ANPM and Timor-Leste harmless from all and any claims and economic losses of whatsoever nature, including, but not limited to, environmental damage, which may be brought against Timor-Leste by any Person or any third party, directly or indirectly, in respect of the Petroleum Operations. Contractor shall be fully liable for all costs, expenses and liabilities incurred as a consequence of the above claims and economic losses.
Indemnification Right. The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Article (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, (iii) shall continue to exist after any elimination of or amendment to this Article 12 hereof with respect to events occurring prior thereto, and (iv) and shall not be deemed exclusive of any other rights to which any person claiming indemnification hereunder may be entitled.
Indemnification Right. Subject to the provisions of Section 14.3(c) (Settlement) and Section 14.3(d) (Assumption of Defense), the Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within [***] after receipt of the Indemnification Claim Notice to assume the direction and control of the defense and handling of any such Claim, [***], in which case Section 14.3(d) (Assumption of Defense) below shall govern. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee with respect to the Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. [***]. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, Section 14.3(d) (Assumption of Defense) shall govern. DOCPROPERTY DOCXDOCID DMS=IManage Format=<<LIB>>/<<NUM>>.<<VER>> \* MERGEFORMAT ACTIVE/202613167.7
Indemnification Right. Subject to the terms and conditions of this ARTICLE 8 (including without limitation the limitations set forth in Section 8.7), upon and from the Closing, SPAC and its successors and permitted assigns (the “SPAC Indemnitees”) shall be indemnified, defended, and held harmless by the Company Shareholders, jointly and severally, to the extent of the Escrow Shares (based on their Pro Rata shares), from and against all Losses asserted against, resulting to, imposed upon, or incurred by any SPAC Indemnitee by reason of, arising out of or resulting from:
(i) the inaccuracy or breach of any representation or warranty of the Company contained in this Agreement or any certificate delivered by the Company to SPAC pursuant to this Agreement in connection with the Closing; or
(ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement.
Indemnification Right. The right to be indemnified or to the reimbursement or advancement of expenses pursuant to this Article (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto. 16 15
Indemnification Right. Subject to the provisions of this Agreement, each Guarantor undertakes to indemnify the Purchaser for all losses, claims, damages, interests, costs, fines, penalties or expenses suffered, incurred by the Purchaser or the Company, as a result of any of the representations made by the Sellers in Clause 7 being untrue or inaccurate (hereinafter referred to as a “Loss”). Any Claim shall state (i) the warranty(ies) or obligation(s) for which the breach is alleged and (ii) the reason for the alleged breach and the nature of damage.
Indemnification Right. If a party (i) breaches any of its representations and warranties in this Agreement or (ii) fails to perform or comply with any of the covenants and agreements in this Agreement ("Breaching Party") and (iii) the other party receives a claim resulting from the Breach and (iv) makes a written demand for indemnification against the Breaching party, the Breaching party shall indemnify the other party ("Indemnified Party") from and against any Losses incurred or paid to the extent such Losses arise or result from a Breach.
Indemnification Right