Indemnification Undertaking Sample Clauses

An Indemnification Undertaking is a contractual provision where one party agrees to compensate the other for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this clause specifies the types of claims covered, such as third-party lawsuits or breaches of contract, and outlines the process for making indemnity claims, including notice requirements and limitations. Its core practical function is to allocate risk between the parties, ensuring that the party best able to control or insure against certain risks bears the financial responsibility if those risks materialize.
POPULAR SAMPLE Copied 3 times
Indemnification Undertaking. 6.1. Subject to (i) the Closing and (ii) the limitations set forth herein, the Shareholder shall be liable, and shall indemnify, defend and hold harmless the Company and any of the other Company Indemnitees, as a principal obligor and not as a surety or guarantor, for any and all Losses paid, suffered or sustained by the Company Indemnitee, or that the Company Indemnitee becomes subject to (whether as a result of a third party claim or otherwise) on account of, and to the extent of, (i) Liabilities (including any financial indebtedness or other debt) of OPLI and its subsidiaries which arise with respect to events (including actions and transactions) occurring during the period (including before the execution of this Agreement) up to the Closing Date (the “Indemnifiable Liabilities”); provided such Indemnifiable Liabilities exceed $15,000 in the aggregate; and (ii) any Legal Proceedings commenced by any Company Indemnitee for the purpose of enforcing any of its rights under this Section 6. Indemnification hereunder shall be in cash. It is hereby specifically clarified and agreed that Indemnifiable Liabilities indemnified hereunder shall (i) not include any claim, action or Losses paid, suffered or sustained by the Company or any Company Indemnitee which is with respect to any Legal Proceedings arising out of or in relation to the transactions contemplated by the Merger Agreement, and (ii) include those arising from the EyeFite Sale, if any, as well as expenses and fees (such as legal and accounting fees) incurred by OPLI and any of its subsidiaries in connection with the negotiation, execution or consummation of the Merger Agreement. 6.2. The Shareholder acknowledges and agrees that it shall not make any claim for contribution from OPLI with respect to any indemnity claims arising under or in connection with this Agreement to the extent that any of Company Indemnitees is entitled to indemnification hereunder for such claim, and hereby waives any such right of contribution from OPLI it has or may have in the future.
View Source
Indemnification Undertaking. Lionhart, LHI and GEP hereby agree, promise and covenant, jointly and severally, to indemnify, defend and hold harmless, Compost, Miami and Bedminster, and their respective officers, directors, managers, employees, advisors, consultants, agents and representatives and successors and assigns, as well as their respective Affiliates and their respective officers, directors, managers, employees, advisors, consultants, agents and representatives and successors and assigns (collectively, "Indemnified Party(ies)"), during the Survival Period (as provided under Section 16.02.02 of this Agreement), from and against, and for and in respect of, any and all Liabilities, losses, depreciations in value, damages, claims, costs and expenses, interest, awards, judgments and penalties, forfeitures, actions, assessments, liabilities, obligations, settlements and lawsuits and proceedings (including, without limitation, reasonable attorneys' fees, expert witness fees and charges, and court costs), as and when incurred or suffered by any one (1) or more Indemnified Parties, including any Action brought or otherwise initiated by any one (1) or more of such Indemnified Parties(hereinafter, an "Indemnified Party Loss"), that relate to or arise from: (i) Any material breach, violation or default of any representation or warranty made by Lionhart, LHI or GEP as contained or otherwise set forth in this Agreement, the Credit Documents or the Definitive Supplemental Documents, prior to the Closing Date; or, (ii) Any material breach, violation or default of any agreement or covenant by Lionhart, LHI and/or GEP under this Agreement, the Credit Documents or the Definitive Supplemental Documents.
View Source
Indemnification Undertaking. Subject to the provisions of the law, the Company undertakes to indemnify you with respect to any liability (a) Your Acts and/or their Derivatives by virtue of your capacity as Office Holder and/or employee of the Company and/or of subsidiaries and/or affiliates of the Company; (b) Your Acts and/or their Derivatives by virtue of your capacity as Office Holder and/or employee or agent of the Company in any other corporation in which the Company holds securities directly and/or indirectly (hereinafter - “Other Corporation”); including on account of acts performed by you prior to the issue of this Indemnification Undertaking, provided that the maximum sum of the said indemnification shall not exceed the maximum amount of indemnification set forth in section 3 below for all classes of liability and/or expenses jointly and for all of the office holders in the Company jointly. In this Indemnification Undertaking:
View SourceView Similar (2)
Indemnification Undertaking. Compost, Miami and Bedminster hereby agree, promise and covenant, jointly and severally, to indemnify, defend and hold harmless, Lionhart, LHI and GEP, and their respective officers, directors, managers, employees, advisors, consultants, agents and representatives and successors and assigns, as well as their respective Affiliates and their respective officers, directors, managers, employees, advisors, consultants, agents and representatives and successors and assigns (collectively, "Indemnified Party(ies)"), during the Survival Period (as provided under Section 16.01.03 of this Agreement), from and against, and for and in respect of, any and all Liabilities, losses, depreciations in value, damages, claims, costs and expenses, interest, awards, judgments and penalties, forfeitures, actions, assessments, liabilities, obligations, settlements and lawsuits and proceedings (including, without limitation, reasonable attorneys' fees, expert witness fees and charges, and court costs), as and when incurred or suffered by any one (1) or more Indemnified Parties, including any Action brought or otherwise initiated by any one (1) or more of such Indemnified Parties(hereinafter, an "Indemnified Party Loss"), that relate to or arise from: (i) Any material breach, violation or default of any representation or warranty made by Compost, Miami or Bedminster as contained or otherwise set forth in any one (1) or more of the Transaction Documents (as that term is defined under Section 16.01.02 of this Agreement); or, (ii) Any material breach, default or violation of any covenant, promise, agreement or undertaking by Compost, Miami or Bedminster as contained or otherwise set forth in any one (1) or more of the Transaction Documents (as that term is defined under Section 16.02 of this Agreement); or, (iii) Any material liabilities or Indebtedness of Compost, Miami, Bedminster or any Subsidiary not reflected on the Financial Statements, the Interim Financial Statements, the Miami Balance Sheet and/or the Bedminster Balance Sheet, whether arising before or after the Closing Date; or, (iv) Any material liabilities of Compost, Miami, Bedminster or any Subsidiary, whether arising before or after the Closing Date, and that relate to or arise from any of the Transaction Documents; or, (v) Any judgment or order of the Court, in and with respect to the Miami Complaint and the Miami Claim, and/or any material event relating to or arising from the Miami Complaint and the Miami Claim (inclu...
View Source

Related to Indemnification Undertaking

  • Indemnification and Waiver Except as provided in Section 10.5 or to the extent due to the negligence, willful misconduct or violation of this Lease by Landlord or the Landlord Parties, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity and release shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlord’s violation of this Lease. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlord’s obligations or representations under this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

  • 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. (ii) To the extent that ▇▇▇▇▇▇▇▇▇▇’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification Provisions Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.

  • Indemnification Agreements Concurrently with the execution of this Agreement, the Company and the Executive shall enter into indemnification agreements, copies of which are attached hereto as Exhibit B-1 and Exhibit B-2.