Indemnification; Set-Off. 8.1. Without derogating from the provisions of Section 3 above, Seller agrees to defend, indemnify and hold the Indemnified Parties harmless from, against and in respect of any and all losses, liabilities, damages, claims or expenses (including, without limitation, attorneys' fees) suffered or incurred, directly or indirectly by the Indemnified Parties by reason of, or resulting from the breach of any representation or warranty contained in Section 6 of this Agreement or from the failure to perform any covenant contained in this Agreement or in the Patent Assignment.
Indemnification; Set-Off. Notwithstanding anything to the contrary, if Xxxxxxx X. Xxxxx fails to make all or a portion of an applicable indemnification payment to the Class A Member (or the election of the Class A Member, the Company) under the Purchase Agreement, the Managers shall be required, at the election of the Class A Member, to pay any Net Distributable Proceeds otherwise distributable to the Class B Member under Section 3.01 directly to the Class A Member (or to retain such amounts in the Company) in the amount of the defaulted amount until such time as such defaulted amount is fully satisfied.
Indemnification; Set-Off. Notwithstanding anything in this Section 2.08 to the contrary and subject to a final disposition of any disputed indemnification amounts pursuant to Article VI, Buyer shall have the right, but not the obligation, to set off against any Earn-Out Payment payable pursuant to this Section 2.08 any amounts to which Buyer or any Buyer Indemnitee may be entitled to indemnification, payment or reimbursement from the Sellers pursuant to this Agreement or any Ancillary Document (including for indemnification pursuant to Article VI), in full or partial satisfaction of such obligation.
Indemnification; Set-Off. 26 Section 7.1 Indemnification.............................................26 Section 7.2 Set-Off.....................................................27 Exhibit A Name and Address of the Holders Exhibit B Form of New Exchange Notes Exhibit C Form of QIB Pledge and Security Agreement Exhibit D Form of non-QIB Pledge and Security Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Intercreditor and Collateral Sharing Agreement Exhibit G Matters to be covered by Opinion of Counsel to the Company 4 EXCHANGE AGREEMENT Exchange Agreement, dated as of March 17, 2000 (the "Agreement"), by and among Altiva Financial Corporation (the "Company"), a Delaware corporation, and the Holders of the outstanding 12 1/2% Subordinated Notes due 2001 of the Company.
Indemnification; Set-Off. (i) From and after the date of this Agreement, the Shareholders will, jointly and severally, indemnify and hold harmless PHNS and each director, officer, employee, agent, representative or counsel of PHNS (collectively, the "PHNS Indemnified Parties") against all costs and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the date hereof), arising out of or in connection with the material breach of any representation, warranty, covenant or agreement of the Shareholders contained herein, provided, that the foregoing indemnity will not apply to any act or failure to act which a court of competent jurisdiction determines in an order or decision not subject to appeal constituted gross negligence or willful misconduct on the part of such PHNS Indemnified Party; and, provided, further, that the PHNS Indemnified Parties shall only be entitled to indemnification hereunder with respect to claims which aggregate $50,000 or more (in which event such PHNS Indemnified Parties shall be entitled to claim the full amount of such liability and not simply the excess); and, provided, further, that in no event will the PHNS Indemnified Parties be entitled to indemnification hereunder for claims in excess of $1,000,000, individually or in the aggregate.
Indemnification; Set-Off. 1. You hereby agree to indemnify, defend and hold Us and Our affiliates, subsidiaries, successors, permitted assigns, shareholders, officers, directors, employees, agents and contractors harmless from and against any and all awards, causes of action, threatened actions, obligations, assessments and any Financial Liabilities of whatever nature each of them may suffer or incur, including without limitation claims of Your Customers, Users of Your Website, Our Partner or other third parties, resulting from or arising out of or in connection with:
Indemnification; Set-Off. 64 9.1 Indemnification................................................................................64 9.2 Set-Off........................................................................................64 10. AGENT...................................................................................................65 10.1 Appointment....................................................................................65 ----------- 10.2 Nature of Duties..................................................................................65 ---------------- 10.3 Lack of Reliance..................................................................................66 ---------------- 10.4 Certain Rights....................................................................................67 -------------- 10.5 Reliance..........................................................................................67 -------- 10.6 Indemnification...................................................................................67 --------------- 10.7 Collateral Agent, Individually....................................................................67 ------------------------------ 10.8 Holders of Notes..................................................................................68 ---------------- 10.9 Resignation.......................................................................................68 ----------- 10.10 Reimbursement....................................................................................68 ------------- Exhibit A Name and Address of the Purchasers Exhibit B Form of Note Exhibit C Form of Warrant Exhibit D Form of Option SUBORDINATED SECURED SENIOR NOTE PURCHASE AGREEMENT $25,000,000 Principal Amount of Subordinated Secured Senior Notes due 2003 of FirstCity Financial Corporation SUBORDINATED SECURED SENIOR NOTE PURCHASE AGREEMENT, dated as of December 20, 1999, by and among FIRSTCITY FINANCIAL CORPORATION, a Delaware corporation (the "Company"), and IFA Incorporated, an Illinois corporation ("IFA"), as Collateral Agent and Purchaser.
Indemnification; Set-Off. 44 ARTICLE VIII
Indemnification; Set-Off. Each of the parties (the “Indemnifying Party”) agrees to indemnify and hold harmless the other party (the “Indemnified Party”) and each of the Indemnified Party’s officers, directors, employees, stockholders and agents, from and against all liabilities, damages, claims, actions, suits, proceedings, demands, judgments, losses, costs and expenses (including reasonable attorneys’ fees) (“Claims”) arising from or in connection with any breach of, or inaccuracy in, any representation or warranty of the Indemnifying Party set forth in this Agreement or (ii) any breach or non-fulfillment of any agreement on the part of the Indemnifying Party contained herein. In a case where OccuLogix is the Indemnifying Party, any amounts judicially determined to be due and payable to the Company pursuant to this Section 8 may be set off and deducted by the Company, at the sole discretion of the Company, from any Royalty Payments due to OccuLogix as set forth herein. Each of the parties shall provide the other party with timely written notice of all Claims and reasonable cooperation and further assurances with regards to all Claims. The indemnification obligations under this Section 8 shall survive the Closing Date for a period of eighteen (18) months.
Indemnification; Set-Off
