Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters: (a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares; (b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement; (c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof; (d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and (e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties. 9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1. 9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below 9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below. 9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below. 9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include: (a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and (b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Share Purchase Agreement (Advanced Accelerator Applications S.A.), Share Purchase Agreement (Advanced Accelerator Applications S.A.)
Indemnities. 9.1 Each of the Seller Banner shall be liable to and the Warrantors shall indemnify the Buyer indemnify, defend and the Company againsthold CLR, its affiliates and shall pay to the Buyer a sum equal totheir respective officers, all liabilitiesdirectors, costsemployees, expensesagents and consultants, damages harmless from and losses (including but not limited to against any direct, indirect or consequential losses, loss of profit, loss of reputation and all interestclaims, demands, causes of action, losses and penalties and legal costs and all other reasonable professional costs and expenses(including, without limitation, attorney’s fees) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or way related to the Share for Share Exchange design, construction, operation, maintenance, ownership, repair, disconnection and any need for remedial action to be carried out in respect removal of the same in order to ensure that Gathering System or other facilities relating thereto or the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇Station, ▇▇▇▇▇ Station, or its truck unloading facilities (including, without limitation, all environmental liability), except, and to the extent that, such claims, demands, causes of action, losses and penalties are resulting from or attributable to CLR’s gross negligence or willful misconduct. This provision shall survive termination of this agreement. EXPANSION OF SCOPE: The parties recognize that the list of properties attached hereto and covered hereby indemnifies may change as CLR’s regional business expands. The list of properties covered hereby may be expanded, altered or amended by written consent executed by the Buyer parties. AUDIT RIGHTS: Each party shall have the right at all reasonable times, upon written request, to audit all records of the other party pertinent to this agreement to verify such party’s compliance with the terms and conditions of this agreement. Notwithstanding the foregoing, each party shall be entitled to protect the confidentiality of all information it considers proprietary. If any audit conducted pursuant to this section reveals that there was an inaccuracy or omission in the invoices submitted under this agreement, the parties shall, within ten (10) days of a request by either party therefore, meet to discuss the adjustments and/or payments that would be necessary to correct such inaccuracy or omission; provided, however, that no adjustments and/or payment shall be made with respect to all and any cost, loss inaccuracy or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies omission first alleged after the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation second anniversary of the payment, date of the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationinvoice containing such inaccuracy or omission.
Appears in 2 contracts
Sources: Crude Oil Transportation Agreement (Continental Resources Inc), Crude Oil Transportation Agreement (Continental Resources Inc)
Indemnities. 9.1 Each of the Seller and the Warrantors ABH shall indemnify the Buyer and the Company againsthold harmless Supplier from and against any and all claims, and shall pay to the Buyer a sum equal todemands, all liabilitiesactions, costssuits, expensescauses of action, damages and losses expenses (including but not limited to expenses of investigation, settlement litigation and reasonable attorneys’ fees incurred in connection therewith) which are hereafter made, sustained or brought against Supplier by any directperson for the recovery of damages for property damage or bodily injury, indirect illness or consequential lossesdeath of any person caused or alleged to be caused by Specifications supplied to Supplier by ABH (including, loss without limitation, any infringement of profitintellectual property rights of a third party) or by the use of any ABH materials that include the Materials, loss except to the extent that such claims, demands, actions, suits, causes of reputation action, damages or expenses occur as a result of Supplier’s negligence, willful misconduct, breach of this Agreement or breach of its warranties contained in Section 4.01 hereof. In turn, Supplier will indemnify and hold harmless ABH from and against any and all interestclaims, penalties demands, actions, suits, courses of action damages and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company expenses (including but not limited to Purple Batch Limited expenses of investigation, settlement litigation and Medtech Consultants Limitedreasonable attorneys’ fees incurred in connection therewith) and which are hereafter made, sustained or brought against ABH by any failure to disclose these payments as related party transactions by virtue person for the recovery of damages for property damage or bodily injury, illness or death of any person arising out of or resulting from Supplier’s negligence, willful misconduct, breach of this Agreement or breach of the Companies A▇▇ ▇▇▇▇ warranties set forth in Section 4.01 hereof (or any other relevant legislation or regulation); and
(e) Any liabilityincluding, costwithout limitation, loss or damage incurred by the Company Supplier’s warranties in such section relating to the sale or grant any infringement of licences intellectual property rights of FRACTIONcheck and / or ImagePro software to a third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above party), except to the extent set out in column 2 that such claims, demands, actions, suits, causes of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies action, damages or expenses occur as a result of ABH’s negligence or willful misconduct. As to any intellectual property infringement claims under this Agreement, the Buyer with respect indemnifying party shall have the right to all and any cost, loss take anyone or damage relating to a breach by him more of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
following actions (a) an amount in respect of all costs and expenses reasonably incurred by to procure a license from the Buyer and person claiming or likely to claim the Company in bringing the relevant Indemnity Claim; and
infringement, (b) any amount necessary to ensure thatmodify the Materials to avoid the claim of infringement, after any Taxation so long as the modification does not materially impair the quality of the paymentMaterials, (c) if Supplier is the Buyer indemnifying party, then to accept the return of the Materials subject to or likely to be subject to the claim and to refund to ABH the Company price paid for the Materials (as including shipping charges), and/or (d) to assume the case may be) is left defense of the claim at the indemnifying party’s cost (with the same amount it would have had if indemnified party agreeing to cooperate with the payment was not subject to Taxationindemnifying party in the defense).
Appears in 2 contracts
Sources: Supply Agreement (Advanced BioHealing Inc), Supply Agreement (Advanced BioHealing Inc)
Indemnities. 9.1 2.5.1 Each of the Seller and the Warrantors Participant shall indemnify the Buyer other Participant, its directors, officers, employees, agents and the Company againstattorneys or Affiliates (collectively “Indemnified Participant”) against any loss, and shall pay to the Buyer a sum equal tocost, all liabilitiesexpense, costs, expenses, damages and losses damage or liability (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation legal fees and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred due to claims by the Buyer or the Company third parties arising out of or based on a breach by the Participant (“Indemnifying Participant”) of any representation, warranty or covenant contained in connection with this Agreement.
2.5.2 If any of the following matters:
(a) Any liability to Taxation, fine claim or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out demand by a third party is asserted against an Indemnified Participant in respect of the same in order which such Indemnified Participant may be entitled to ensure that the Seller has proper legal and beneficial title indemnification under this Agreement, written Notice of such claim or demand shall promptly be given to the Sale Shares;
(b) Any Indemnifying Participant. The Indemnifying Participant shall have the right, but not the obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect by notifying the Indemnified Participant within thirty (30) days after its receipt of the Purple Batch Loan agreement;
Notice of the claim or demand, to assume the entire Control of (c) subject to the right of the Indemnified Participant to participate, at the Indemnified Participant’s expense and with counsel of the Indemnified Participant’s choice), the defense, compromise, or settlement of the matter. Any liability, cost, loss damages to the Assets or damage incurred business of the Indemnified Participant caused by a failure by the Company relating Indemnifying Participant to any Employee defend, compromise, or Worker settle a claim or demand in a reasonable and expeditious manner requested by the Indemnified Participant, after the Indemnifying Participant has given Notice that it will assume control of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment defense, compromise, or engagement with the Company (including without limitation any ongoing obligation settlement of the Company matter, shall be included in the damages for which the Indemnifying Participant shall be obligated to make payments in accordance with indemnify the Indemnified Participant. Any settlement or connected to compromise of a matter by the Bonus Scheme) and gives them any right or entitlement to Indemnifying Participant shall include a payment for any period after 31st March 2014 in excess full release of claims against the Indemnified Participant which has arisen out of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax indemnified claim or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesdemand.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Venture Agreement (New Jersey Mining Co), Mill Venture Agreement (New Jersey Mining Co)
Indemnities. 9.1 Each Subject to any liability of the Seller Commercial Manager pursuant to Clause 12.2 hereto, the members of the Group hereby ratify and confirm, and undertake at all times to ratify and confirm, whatever may be done or caused to be done by the Commercial Manager in the course of or in the provision of the Management Services and the Warrantors shall indemnify members of the Buyer Group hereby undertake to keep the Commercial Manager and the Company againstits respective employees and agents indemnified and to hold them harmless against all actions, and shall pay to the Buyer a sum equal toproceedings, all liabilitiesclaims, costs, expenses, damages and losses (including but not limited to demands or liabilities whatsoever or howsoever arising which may be brought against them or any direct, indirect or consequential losses, loss one of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered them or incurred or suffered by the Buyer them or the Company any one of them arising out of or in connection with any the performance of this Agreement, and against and in respect of all loss, damages, costs and expenses (including legal costs and expenses on a full indemnity basis) which the Commercial Manager may suffer or incur (either directly or indirectly) in defending or settling the same.
12.1 The Commercial Manager shall be under no liability whatsoever to the members of the following matters:
(a) Any liability to Taxation, fine or penalty together with Group for any loss, damage damage, delay or costs arising from expense of whatsoever nature, whether direct or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligationindirect, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limitedloss of profit arising out of or in connection with detention of or delay to the Vessel) and any failure to disclose these payments as related party transactions by virtue howsoever arising in the course of the Companies A▇▇ ▇▇▇▇ performance of the Management Services hereunder unless same is proved to have resulted solely from gross negligence or willful default of the Commercial Manager or its employees or agents or subcontractors employed by it in connection with the Vessels, in which case (except where loss, damage, delay or expense has resulted from the Commercial Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage delay or expense would probably result) the Commercial Manager’s liability (any other relevant legislation such liability arising in accordance herewith always being on an individual basis in relation to each Manager) for all incidents or regulation); andseries of incidents arising in any calendar year shall never exceed a total of 10 times the actual annual management fee paid in that year.
(e) Any 12.2 No employee, agent or subcontractor of the Commercial Manager shall in any circumstances whatsoever be liable to the members of the Group for any loss, damage or delay arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course or in connection with his employment and without prejudice to the generality of the forgoing provisions of this Clause 12, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, cost, loss or damage incurred defence and immunity of whatsoever nature applicable to and enjoyed by the Company relating Commercial Manager or to which the sale said Commercial Manager is entitled hereunder, shall also be available and shall extend to protect every such employee, agent or grant subcontractor of licences the Commercial Manager acting as aforesaid and for the purpose of FRACTIONcheck and / all the foregoing provisions of this clause 12 the Commercial Manager is or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable deemed to any Claim under 9.1 above to be acting as agent or trustee on behalf of and for the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect benefit of all costs persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary all such persons shall to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject this extent be or be deemed to Taxationbe parties to this Agreement.
Appears in 2 contracts
Sources: Commercial Management Agreement (Seanergy Maritime Holdings Corp.), Commercial Management Agreement (United Maritime Corp)
Indemnities. 9.1 Each 32.1 Any Goods rejected pursuant to Clause 4.3.2 or 4.6.2 shall be removed by (and at the expense of) the Contractor within 7 days of the Seller Rejection Notice. If the Contractor fails to remove rejected Goods within such period, the Purchaser may return the rejected Goods or any of them at the Contractor’s risk, and the Warrantors Contractor will indemnify the Purchaser in respect of the cost of carriage and any other costs incurred in relation to such return.
32.2 Unless the Purchaser elects for Defective Goods to be repaired, and agrees to that repair taking place at the Premises, any rejected Goods shall be removed by (and at the expense of) the Contractor within 7 days of the Rejection Notice. If the Contractor fails to remove rejected Goods within such period, the Purchaser may return the rejected Goods or any of them at the Contractor’s risk, and the Contractor will indemnify the Purchaser in respect of the cost of carriage and any other costs incurred in relation to such return.
32.3 The Contractor will indemnify and keep indemnified the Purchaser on demand from and against any costs, claims, liabilities and expenses (including legal expenses on an indemnity basis) suffered or incurred by the Purchaser as a result of (i) any failure by the Contractor to comply with its obligations under the Data Protection Laws; or (ii) any breach by the Contractor of Clause 12.
32.4 The Contractor will indemnify and keep indemnified the Purchaser against all actions, claims, demands, costs and expenses incurred by or made against the Purchaser which arise in connection with any breach (whether actual or alleged) by the Contractor of Clause 13.1.
32.5 The Contractor shall indemnify the Buyer Purchaser in respect of all losses of or damage to Issued Property (including waste of Issued Property) arising from bad workmanship or negligence of the Contractor) save for any losses or damage resulting from the normal and proper use of Issued Property for the purposes of the Agreement.
32.6 If the Contractor breaches Clause 19.1 it shall indemnify the Purchaser in respect of that Party’s costs and expenses in replacing the employee employed by the Purchaser including advertising and other recruitment costs and initial training (but not the cost of ongoing emoluments).
32.7 The Contractor indemnifies the Purchaser, the Replacement Contractor and the Company againstIncoming Employees’ former employer against all Employee Liabilities which the Purchaser, any Replacement Contractor and/or the Incoming Employees’ former employer may incur in respect of any breach by the Contractor of Clause 20.3.
32.8 The Contractor indemnifies the Purchaser against and all Employee Liabilities which the Purchaser may suffer as a result of or in connection with:
32.7.1 any failure by the Contractor to comply with its obligations pursuant to TUPE in respect of the Incoming Employees; and
32.7.2 anything done or omitted to be done by the Contractor in respect of any of the Incoming Employees whether before or after the date of the Incoming Relevant Transfer.
32.9 The Contractor indemnifies the Purchaser and any Replacement Contractor against any and all Employee Liabilities which the Purchaser or any Replacement Contractor may suffer as a result of or in connection with:
32.9.1 any failure by the Contractor or any Affiliate of the Contractor or any Sub- Contractor to comply with its obligations under Clause 17 and/or Clause 21 in relation to the provision of information, including but not limited to, such information being inaccurate and/or incomplete and/or not providing in a timely manner;
32.9.2 any claim or demand by any Outgoing Employee (whether in contract, delict, under statute or otherwise) and whether made before, on or after the date of the Outgoing Relevant Transfer arising directly or indirectly from any act, fault or omission of the Contractor or any Affiliate of the Contractor or any Sub-Contractor in respect of any Outgoing Employee on or before the date of the Outgoing Relevant Transfer;
32.9.3 any failure by the Contractor or any Affiliate of the Contractor or any Sub- Contractor to comply with its obligations under regulations 13 or 14 of TUPE or any award of compensation under regulation 15 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Contractor to comply with its obligations under regulation 13 of TUPE;
32.9.4 any failure by the Contractor or any Affiliate of the Contractor or any Sub- Contractor to comply with its obligations under regulation 11 of TUPE or any award of compensation under regulation 12 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Contractor to comply with its obligations under regulation 11 of TUPE;
32.9.5 any claim arising out of the provision of, or proposal by the Contractor or any Affiliate of the Contractor or any Sub-Contractor to offer any change to any benefit, term or condition or working condition of any Outgoing Employee arising on or before the date of the Outgoing Relevant Transfer;
32.9.6 any statement communicated to or action done by the Contractor or any Affiliate of the Contractor or any Sub-Contractor or in respect of any Outgoing Employee on or before the date of the Outgoing Relevant Transfer regarding the Outgoing Relevant Transfer which has not been agreed in advance with the Purchaser in writing;
32.9.7 any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Outgoing Employees arising from or connected with any failure by the Contractor or any Affiliate of the Contractor or any Sub- Contractor to comply with any legal obligation to such trade union, body or person;
32.9.8 any act or omission of the Contractor or any Affiliate of the Contractor or any Sub-Contractor whether occurring before, on or after the date of the Outgoing Relevant Transfer or any other matter, event or circumstance occurring or having its origin on or before the date of the Outgoing Relevant Transfer;
32.9.9 the breach or non-observance by the Contractor or any Affiliate of the Contractor or any Sub-Contractor occurring on or before the date of the Outgoing Relevant Transfer of any collective agreement applicable to the Outgoing Employees or any custom or practice in respect of any Outgoing Employees that the Purchaser or a Replacement Contractor is contractually obliged to honour; and
32.9.10 any claim made by or in respect of any person employed or engaged or formerly employed or engaged by the Contractor or any Affiliate of the Contractor or any Sub-Contractor other than an Outgoing Employee for whom it is alleged the Purchaser or a Replacement Contractor may be liable by virtue of the Agreement or TUPE.
32.10 The Contractor indemnifies the Purchaser and any Replacement Contractor against any and all Employee Liabilities which the Purchaser or Replacement Contractor may incur arising from any act or omission of the Contractor or any Affiliate of the Contractor or any Sub-Contractor or any other event or occurrence in relation to any member of Staff, who is not an Outgoing Employee, during any period whether before, on or after the date of the Outgoing Relevant Transfer.
32.11 The Contractor indemnifies the Purchaser and any Replacement Contractor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which the Purchaser or Replacement Contractor may incur in respect of the emoluments and outgoings referred to in Clause 24.3.
32.12 In the event of termination pursuant to Clause 25.4.2, the Contractor shall be liable for and shall pay to indemnify and keep the Buyer a sum equal toPurchaser indemnified in respect of any and all loss resulting from such termination.
32.13 The Contractor shall indemnify the Purchaser against any losses, all liabilities, costsdamages, expenses, damages and losses costs (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation legal fees) and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or expenses incurred by or awarded against, the Buyer or the Company arising out Purchaser as a result of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred breach by the Company relating to any Employee or Worker Contractor of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesanti-slavery laws.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Supply of Goods and Services Agreement, Purchase Agreement
Indemnities. 9.1 Each The Borrower shall from time to time within five (5) Business Days of the Seller and the Warrantors shall demand indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, each Indemnitee for all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) Losses suffered or incurred by that Indemnitee:
16.2.1 relating to, or arising directly or indirectly from the Buyer purchase, sale, import, export, registration, ownership, leasing, management, servicing, operation, possession, use, storage, condition, delivery, design, manufacture, modification, conversion, repair, refurbishment, inspection, insurance or maintenance of any Aircraft;
16.2.2 due to any design, article or material in any Aircraft or the Company arising out operation or use thereof constituting an infringement of any patent or other intellectual property right or any other similar right whatsoever;
16.2.3 in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of any Aircraft or in securing the release of any Aircraft; or
16.2.4 in connection with any Total Loss or Final Disposition of any Aircraft, provided that the following mattersBorrower shall not be liable to pay to an Indemnitee any such Losses to the extent that:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to such Losses are the Share for Share Exchange and any need for remedial action to be carried out in respect result of the same fraud, gross negligence or wilful misconduct of such Indemnitee or a Related Indemnitee (or, in order to ensure that the Seller has proper legal case of the Agent and beneficial title to the Sale SharesSecurity Trustee, or a Related Indemnitee thereof, such Losses are the result of the fraud, gross negligence or wilful default by the Agent or the Security Trustee, as the case may be, or a Related Indemnitee thereof);
(b) Any obligation, liability, cost, loss such Losses constitute ordinary and usual operating or damage relating to any outstanding amount due and payable in respect overhead expenses of the Purple Batch Loan agreementsuch Indemnitee or a Related Indemnitee;
(c) Any liability, cost, loss or damage incurred by such Losses are the Company relating to any Employee or Worker result of the Company claiming that the Bonus Scheme is breach by such Indemnitee or a contractual right in accordance with their terms Related Indemnitee of employment any of its express obligations under, or engagement with the Company (including without limitation as a result of any ongoing obligation misrepresentation of such Indemnitee contained in, any of the Company to make payments in accordance with Transaction Documents (other than a breach or connected misrepresentation which is attributable to the Bonus Scheme) and gives them breach by any right or entitlement to a payment for any period after 31st March 2014 in excess other person of its obligations under the bonus scheme operated by the Buyer in equivalent business at the date hereofTransaction Documents);
(d) Any obligation, liability (including any the Indemnitee receives and is entitled to retain free from liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made account to any service company of person therefor and in respect thereof a payment under any director, employee Insurances or sales person from any other source which is made in settlement or reimbursement of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)Loss; andor
(e) Any liability, cost, loss or damage incurred by the Company relating such Losses relate to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.Taxes; or
9.2 The Warrantors shall be severally liable (f) such Losses relate to any Claim Security Interest that is created by such Indemnitee or a Related Indemnitee or arise as a result of any act or omission of such Indemnitee or a Related Indemnitee or any person claiming by, through or under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss such Indemnitee or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:Related Indemnitee; or
(ag) an amount in respect of all costs such Losses relate to Taxes and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
have actually been compensated for pursuant to sub-clause 13.2.1 (bor would have been compensated for under Clause 13.2 (Tax indemnity) but was not so compensated solely because any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationexclusions in sub-clause 13.2.2 applied).
Appears in 2 contracts
Sources: Facility Agreement (Avolon Holdings LTD), Facility Agreement (Avolon Holdings LTD)
Indemnities. 9.1 (a) Each of the Seller Obligors agrees to, jointly and severally, indemnify, defend and hold the Warrantors shall Manager (including, for the avoidance of doubt, any replacement Manager) and its agents, officers and employees harmless from and against any and all suits, liabilities, damages, or claims (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to the Tenant Site Assets, the Manager’s performance of the Services hereunder, or the exercise by the Manager of the powers or authorities herein or hereafter granted to the Manager, except for those actions, omissions and breaches of Manager in relation to which the Manager has agreed to indemnify the Buyer Obligors pursuant to Section 25(b).
(b) The Manager agrees to indemnify, defend and hold the Company againstObligors harmless from and against any and all suits, and shall pay to the Buyer a sum equal to, all liabilities, costsdamages, expenses, or claims for damages and losses (including but not limited any reasonable attorneys’ fees and other reasonable costs and expenses relating to any directsuch suits, indirect liabilities or consequential lossesclaims), loss in any way relating to (i) any acts or omissions of profitthe Manager or its agents, loss officers or employees in the performance of reputation and all interestthe Services hereunder constituting fraud, penalties and legal costs and all other reasonable professional costs and expensesgross negligence or willful misconduct or (ii) suffered any material breach of any representation or incurred warranty made by the Buyer Manager hereunder. If any legal action or other proceeding of any kind is brought for the Company arising out enforcement of this Agreement or because of a default, misrepresentation, or any other dispute in connection with any provision of this Agreement or the following matters:
(a) Any liability Services, the successful or prevailing party shall be entitled to Taxationrecover all fees and other costs incurred in such action or proceeding, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating addition to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;other relief to which it may be entitled.
(c) Any liabilityIf any action or proceeding is brought against an Indemnified Party with respect to which indemnity may be sought under this Section 25, costthe Indemnitor, loss upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel and payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action or damage incurred by proceeding and to participate in the Company relating defense thereof, but the Indemnitor shall not be required to any Employee or Worker pay the fees and expenses of such separate counsel unless such separate counsel is employed with the written approval and consent of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment Indemnitor, which shall not be unreasonably withheld or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;refused.
(d) Any obligation, liability (including any liability to tax The indemnities in this Section 25 shall survive the expiration or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person termination of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); andAgreement.
(e) Any liability, cost, loss or damage incurred The indemnities payable under this Section 25 by the Company relating Obligors shall be subject to the sale or grant availability of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out funds for such purpose in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer accordance with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(aSection 5.01(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to TaxationIndenture.
Appears in 2 contracts
Sources: Management Agreement, Management Agreement (Landmark Infrastructure Partners LP)
Indemnities. 9.1 Each of the Seller (a) Lender hereby agrees to indemnify and the Warrantors shall indemnify the Buyer hold harmless Borrower and the Company againstits affiliates and its former, present and shall pay to the Buyer a sum equal tofuture directors, officers, employees and other agents and representatives from and against any and all liabilities, costsjudgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with, (i) any breach by Lender of any of its representations or warranties contained in Section 9 or (ii) any breach by Lender of any of its covenants or agreements in this Agreement.
(b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses, damages and losses (including but not limited without limitation any of the foregoing incurred pursuant to indemnification or other provisions of other agreements, incurred or suffered by any directsuch person or entity directly or indirectly arising from, indirect or consequential lossesby reason of, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with (i) any breach by Borrower of any of the following matters:
its representations or warranties contained in Section 9 or (aii) Any liability to Taxation, fine any breach by Borrower of any of its covenants or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out agreements in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;this Agreement.
(c) Any liability, cost, loss In case any claim or damage incurred by the Company relating litigation which might give rise to any Employee or Worker obligation of a party under this Section 14 (each an “Indemnifying Party”) shall come to the attention of the Company claiming party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the existence and amount thereof; provided that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation failure of the Company Indemnified Party to make payments in accordance with or connected give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the Bonus Scheme) and gives them any right extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or entitlement litigation as being within its indemnification obligations under this Section 14. Such response shall be delivered no later than 30 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to a payment for any period after 31st March 2014 in excess of such notice within 30 days, the bonus scheme operated by Indemnifying Party shall respond to the Buyer in equivalent business at the date hereof;Indemnified Party as soon thereafter as reasonably possible.
(d) Any obligationAn Indemnifying Party shall be entitled to participate in and, liability if (including any liability i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to tax pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or National Insurance Contributions)litigation, cost, loss or damage incurred by the Company relating Indemnifying Party shall be entitled to payments made to any service company direct the defense of any directorclaim at its expense, employee but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. An Indemnified Party shall not make any settlement of any claim or sales person litigation under this Section 14 without the written consent of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesIndemnifying Party.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Share Lending Agreement (Sunpower Corp), Share Lending Agreement (Sunpower Corp)
Indemnities. 9.1 Each No claim shall be made by the Company against Investec, or any subsidiary undertaking or holding company of Investec or any of their respective directors, officers, or employees (each, together with Investec, for the purposes of this Clause 9 an Indemnified Person) to recover any loss, damage, cost, charge or expense which the Company may suffer or incur by reason of or arising out of the Seller carrying out by Investec, or on its behalf, of its obligations and services under and in accordance with this Agreement except to the Warrantors shall indemnify extent that such loss, damage, cost, charge or expense arises as a result of: (i) the Buyer fraud, bad faith, negligence or wilful default of an Indemnified Person; or (ii) from a material breach of the terms of this Agreement by Investec; or (iii) from a contravention by an Indemnified Person of the regulatory system (as defined in the handbook and rules of the Financial Services Authority) or breach or contravention of the provisions of the FSMA or the AIM Rules; or (iv) is of such a nature that liability may not be excluded pursuant to the FSMA.
9.2 Without prejudice to the rights of Investec as agent of the Company againstunder the general law, the Company hereby undertakes to Investec (for itself and as a trustee (but on terms that it shall pay be entitled in its own discretion to waive any entitlement hereunder (or otherwise make settlements with respect hereto) to such extent as it may think fit having regard to its own and any other interest it may determine) for each and every other Indemnified Person) to indemnify each Indemnified Person against all or any claims (whether or not successful, compromised or settled), actions, liabilities, demands, proceedings or judgements brought or established against any Indemnified Person in any jurisdiction by any subscriber or purchaser of the Placing Shares pursuant to the Buyer a sum equal Placing or by any subsequent purchaser or transferee of Common Shares or by any governmental agency or regulatory body or any other person whatsoever and against all losses, costs, charges, expenses (including legal fees reasonably incurred) or taxes (including, VAT, stamp duty and SDRT but excluding corporation tax on normal trading profits) which any Indemnified Person may suffer or incur (including, but not limited to, all liabilitiessuch losses, costs, expensescharges, damages and losses (including but not limited to any direct, indirect reasonable expenses or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) taxes suffered or incurred by the Buyer in disputing any claim, action, liability, demand or the Company arising proceedings aforesaid and/or in establishing its right to be indemnified pursuant to this Clause 9.2) and which in any such case arises, directly or indirectly, out of or is attributable to or is in connection with any of the following matterswith:
(a) Any liability to Taxation, fine the neglect or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect default of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;Company; and/or
(b) Any obligation, liability, cost, loss Investec acting as agent or damage relating adviser to any outstanding amount due and payable the Company in respect connection with the Placing or Admission in accordance with the terms of the Purple Batch Loan agreement;this Agreement; and/or
(c) Any liabilityany statement in the Presentation being or being alleged to be untrue, costinaccurate, loss misleading or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;not based on reasonable grounds; and/or
(d) Any obligation, liability (including any liability to tax breach or National Insurance Contributions), cost, loss or damage incurred alleged breach by the Company relating to payments made to any service company of any director, employee of its obligations hereunder or sales person any breach or alleged breach by the Company of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)Warranties; andand/or
(e) Any liabilitythe issue or approval by Investec for the purpose of Section 21 of the FSMA of any financial promotion in connection with the Placing and Admission; and/or
(f) any failure or alleged failure by the Company or any of the Directors or their agents, employees or professional advisers to comply with the FSMA, the AIM Rules, the AMEX Rules, the SEC Regulations, the Rules of the London Stock Exchange or any other requirements of statute or statutory regulation in any jurisdiction in relation to the Placing or Admission; unless and to the extent that any of them arises as a result of: (i) the fraud, bad faith, negligence or wilful default of an Indemnified Person; or (ii) from a material breach of the terms of this Agreement by Investec; or (iii) from a contravention by an Indemnified Person of the regulatory system (as defined in the handbook and rules of the Financial Services Authority) or breach or contravention of the provisions of the FSMA or the AIM Rules; or (iv) is of such a nature that liability may not be excluded pursuant to the FSMA.
9.3 For the avoidance of doubt, the indemnity pursuant to Clause 9.2 shall not relate to any loss, cost, loss charge, expense or damage incurred tax which any Indemnified Person may suffer or incur, arising directly or indirectly out of, or is attributable to or is in connection with, the subscription for Placing Shares by Investec pursuant to Clause 6.1 or the acquisition or disposal by any Indemnified Person of any Common Shares.
9.4 If Investec becomes aware of any claim made or threatened within the scope of the indemnity set out in this Clause 9, Investec shall promptly notify the Company thereof and shall thereafter (subject to the Indemnified Person being indemnified and secured to their reasonable satisfaction by the Company against all costs, charges, damages and expenses the Indemnified Person may suffer or incur as a result of so doing), subject to the requirements (if any) of the Indemnified Person’s insurers, consult with the Company regarding the Indemnified Person’s conduct of the Claim and shall provide the Company with such information and copies of such documents relating to the sale claim as the Company may reasonably require provided that the Indemnified Person shall not be under any obligation to take into account any requirements of the Company in connection with such conduct nor to provide the Company with a copy of any document which is, or grant in the reasonable opinion of licences the Indemnified Person’s advisers, is likely to be privileged in the context of FRACTIONcheck and / or ImagePro software to third partiesthe claim.
9.2 The Warrantors 9.5 If the Company becomes aware of any claim made or threatened within the scope of the indemnity set out in this Clause 9 or any matter which may give rise to a claim the Company shall notify Investec and shall provide the Indemnified Person with such information and copies of such documents relating to the claim as they may reasonably require provided that the Company shall not be severally liable required to any Claim under 9.1 above do so to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:that:-
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing good faith considers a relevant document to be subject to a bona fide duty of confidentiality owed by it to a third party or to be privileged in the relevant Indemnity Claimcontext of any litigation by the Company against the Indemnified Person (or vice versa) connected with the claim; andor
(b) it would prejudice any amount necessary insurance cover to ensure thatwhich the Company may from time to time be entitled.
9.6 The Company agrees that it will not without the prior written consent of Investec settle or compromise or consent to the entry of any judgement with respect to any pending or threatened claim in respect of which indemnification may be sought by any Indemnified Person under this Clause 9 (whether or not the Indemnified Person is an actual or potential party to such claim) unless such settlement, after any Taxation compromise or consent includes an unconditional release of the paymentIndemnified Person from all liability arising out of such claim.
9.7 Investec may defend, compromise, settle or deal with any claim made or threatened within the Buyer and scope of the Company indemnity set out in this Clause 9 as it sees fit (as having considered the case may be) is left with the same amount it would have had if the payment was not subject to TaxationCompany’s reasonable requests).
Appears in 2 contracts
Sources: Placing Agreement (Enova Systems Inc), Placing Agreement (Enova Systems Inc)
Indemnities. 9.1 Each (a) The Borrower hereby agrees to indemnify the Lender on demand against any loss or expense which the Lender or a branch or an Affiliate of the Seller Lender may sustain or incur as a consequence of: (i) any default in payment or prepayment of the principal amount of any Revolving Advance made to it or any portion thereof or interest accrued thereon, as and when due and payable (at the Warrantors shall indemnify due date thereof, by irrevocable notice of payment or prepayment, or otherwise); (ii) the Buyer and effect of the Company againstoccurrence of any Event of Default upon any Revolving Advance made to it; (iii) the payment or prepayment of the principal amount of any Revolving Advance made to it or any portion thereof, and shall pay on any day other than a Funding Date; or (iv) the failure by the Borrower to the Buyer accept a sum equal toRevolving Advance after it has requested such borrowing, all liabilitiesconversion or renewal; in each such case including, costs, expenses, damages and losses (including but not limited to to, any direct, indirect loss or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered expense sustained or incurred by the Buyer in liquidating or the Company arising out of employing deposits from third parties acquired to effect or in connection with maintain such Revolving Advance or any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related portion thereof. The Lender shall provide to the Share for Share Exchange and Borrower a statement, supported when applicable by documentary evidence, explaining the amount of any need for remedial action to such loss or expense it incurs, which statement shall be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;conclusive absent manifest error.
(b) Any obligationThe Borrower hereby agrees to indemnify and hold harmless the Lender and its Affiliates, liabilitydirectors, costofficers, loss agents, representatives, counsel and employees and each other Person, if any, controlling them or damage relating to any outstanding amount due and payable in respect of its Affiliates within the meaning of either Section 15 of the Purple Batch Loan agreement;
Securities Act of 1933, as amended, or Section 20(a) of the Exchange Act (ceach an "Indemnified Party"), from and against any and all losses, claims, damages, costs, expenses (including reasonable counsel fees and disbursements) Any liability, cost, loss or damage and liabilities which may be incurred by the Company relating or asserted against such Indemnified Party with respect to any Employee or Worker arising out of the Company claiming that commitments hereunder to make the Bonus Scheme is a contractual right Revolving Advances, or the financings contemplated hereby, the other Documents, the Collateral (including, without limitation, the use thereof by any of such Persons or any other Person, the exercise by the Lender of rights and remedies or any power of attorney with respect thereto, and any action or inaction of the Lender under and in accordance with their terms any Security Document), the use of employment proceeds of any financial accommodations provided hereunder, any investigation, litigation or engagement other proceeding brought or threatened relating thereto, or the role of any such Person or Persons in connection with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with foregoing whether or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (they or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable Indemnified Party is named as a party to any Claim under 9.1 above legal action or proceeding ("Claims"). The Borrower will not, however, be responsible to any Indemnified Party hereunder for any Claims to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity that such Claim shall include:
have arisen out of or resulted principally from (aa)(i) an amount in respect actions taken or omitted to be taken by any Indemnified Party which constitute bad faith, willful misconduct or gross negligence of all costs and expenses reasonably incurred any Indemnified Party, or (ii) the violation of any law or regulation applicable to such Indemnified Party (except to the extent that such violation results principally from any breach of any representation, warranty or agreement by or on behalf of the Buyer and Borrower, any Subsidiary or any Affiliate of the Company in bringing the relevant Indemnity Claim; and
Borrower, or (b) a successful claim by any amount necessary to ensure that, after any Taxation Subsidiary or Affiliate of the payment, the Buyer and the Company Borrower against any Indemnified Party (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation."Excluded
Appears in 2 contracts
Sources: Loan and Security Agreement (Physicians Clinical Laboratory Inc), Loan and Security Agreement (Nu Tech Bio Med Inc)
Indemnities. 9.1 Each of the Seller and the Warrantors 28.1 Subject to Clause 29 (Liability), GSK shall indemnify the Buyer Purchaser, the Purchaser’s Affiliates and the Company againstits or their respective employees, officers and directors (each a “Purchaser Indemnitee”), and shall pay to the Buyer a sum equal tokeep them indemnified, all liabilitieson demand, costs, expenses, damages from and losses (including but not limited to against any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered Losses that any of them may suffer or incurred by the Buyer or the Company incur arising out of or in connection with any Third Party Claim for any:
(A) personal injury, illness or death; or (B) damage to Third Party property, arising as a direct result of a breach of GSK’s warranty at Clause 27.1(D). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
28.2 Subject to Clause 29 (Liability), the Purchaser shall indemnify GSK, GSK’s Affiliates and its or their respective employees, officers and directors (each a “GSK Indemnitee”), and keep them indemnified, on demand, from and against any and all Losses that any of them may suffer or incur arising out of or in connection with any Third Party Claim for any:
(A) personal injury, illness or death; or
(B) damage to Third Party property, arising from the use, storage, or Development of Products by the Purchaser, its Affiliates, agents or sub-licensees. This indemnity shall not apply to the extent that a claim under it results from GSK’s failure to Manufacture and/or supply Products in accordance with this Agreement.
28.3 Subject to Clause 29 (Liability), the Purchaser shall indemnify the GSK Indemnitees, and keep them indemnified, on demand, from and against any and all Losses that any of them may suffer or incur arising out of or in connection with any Third Party Claim that any use of the following mattersPurchaser Intellectual Property infringes the Intellectual Property of a Third Party (other than with respect to Transferred IP).
28.4 The procedure for claiming under any indemnity under this Agreement shall be as follows:
(A) if any Person (the “Indemnified Party”) receives a claim or demand in respect of a matter which is the subject of an indemnity in its favour under this Agreement (a “Claim”) it shall give promptly the Party obliged to indemnify it (the “Indemnifying Party”) a notice describing in reasonable detail the facts giving rise to the claim for indemnification hereunder, (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based;
(B) the Indemnifying Party shall have the sole and absolute right to undertake the defence, negotiation, or settlement of any such Claim with legal counsel of its choice. The Indemnified Party shall cooperate in such defence, negotiation, or settlement and, at its expense, shall make available all records, materials and witnesses reasonably requested by the Indemnifying Party in connection with such Claim; and
(C) if the Indemnifying Party assumes the defence of a Claim:
(i) the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defence of such Claim;
(ii) the Indemnifying Party shall keep the Indemnified Party informed of, and shall from time to time consult with the Indemnified Party regarding the status of, any Proceedings and shall provide to the Indemnified Party copies of all documents filed in, and written communications relating to, any such Proceedings, provided that the Indemnifying Party shall not be obliged to do anything that it has been advised by external counsel would amount to a waiver of legal privilege in any information; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.
(iii) the Indemnifying Party shall obtain the written consent of the Indemnified Party (such consent not to be unreasonably withheld) prior to ceasing to defend, settling or otherwise disposing of any Claim if, as a result thereof, the Indemnified Party:
(a) Any liability would become subject to Taxation, fine injunctive or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;other equitable relief; or
(b) Any obligation, liability, cost, loss or damage relating may reasonably object to any outstanding amount due and payable in respect such disposition of such Claim based on a material adverse effect on the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability Indemnified Party (including any liability to tax anticipated adverse effect on the Indemnified Party’s goodwill or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulationreputation); and
(eiv) Any liability, cost, loss or damage incurred the Indemnifying Party shall not be liable for any Claim settled by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesIndemnified Party without its consent.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Clinical Manufacturing and Supply Agreement (Roivant Sciences Ltd.), Clinical Manufacturing and Supply Agreement (Dermavant Sciences LTD)
Indemnities. 9.1 Each of The Borrower hereby indemnifies and agrees to hold harmless the Seller Bank and the Warrantors shall indemnify the Buyer its officers, directors, employees and the Company againstagents against and from any and all suits, actions, proceedings, claims, damages, losses, liabilities and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses expenses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs attorneys' fees and expenses) suffered which may be instituted or asserted against or incurred by the Buyer or the Company such indemnified Person arising out of, in any way connected with, or as a consequence of any of the following:
(a) the use of any proceeds of any of the Loans; or
(b) this Agreement, any of the other Loan Documents, the performance by the parties hereto and thereto of their respective obligations hereunder and thereunder, and consummation of the transactions contemplated hereby and thereby; or
(c) default in payment of the principal amount of any Loan or any part thereof or interest accrued thereon, or any other amount due in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;Documents; or
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company occurrence of any director, employee other Default or sales person Event of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)Default under this Agreement; andor
(e) Any liabilityany claim, costlitigation, loss investigation or damage incurred proceeding relating to any of the foregoing, whether or not such indemnified Person is a party thereto; or
(f) the failure of the Borrower to borrow a LIBOR Loan after agreement shall have been reached on the amount, interest rate, and the Interest Period thereof; or
(g) the receipt or recovery by the Company relating Bank, whether by voluntary prepayment, acceleration or otherwise, of all or any part of a LIBOR Loan or a Fixed Rate Loan prior to the sale last day of an Interest Period or grant Maturity Date, as the case may be, applicable thereto; or
(h) the conversion, prior to the last day of licences an applicable Interest Period, of FRACTIONcheck a LIBOR Loan to a Prime Loan or a Fixed Rate Loan. Without limiting the effect of the foregoing, the amount to be paid by the Borrower to the Bank in order to indemnify the Bank for any loss occasioned by any of the events described in the preceding clauses (f), (g) and / or ImagePro software to third parties.
9.2 The Warrantors (h), and as liquidated damages therefor (and regardless of whether same are reasonable), shall be severally liable to any Claim under 9.1 above equal to the extent set out in column 2 excess, discounted to its present value as of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss date so received or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made recovered by the Seller Bank, of (i) the amount of interest which otherwise would have accrued on the principal amount so received or recovered at the rate of interest applicable to the principal amount of the Loan (prior to default) during the period (the "Indemnity Period") which shall commence on the date of such receipt or recovery (the "Commencement Date"), and / shall end, as to the whole or each part of the Warrantors principal amount so received or recovered, on the date or dates determined by applying such amount to the last maturing installments thereof in respect inverse order of an Indemnity Claim shall include:
their respective maturities over (aii) an the amount in respect of all costs and expenses reasonably incurred interest which would be earned by the Buyer and Bank during the Company in bringing Indemnity Period if it invested the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation whole or each part of the payment, the Buyer and the Company principal amount so received or recovered (as the case may be) is left with on the same amount Commencement Date at the rate per annum determined by the Bank as the rate it would have had bid in the London interbank market for a deposit of Eurodollars in an amount approximately equal to such principal amount (or part thereof) for a period of time comparable to the Indemnity Period. A certificate as to any additional amounts payable pursuant to this Section setting forth the basis and method of determining such amounts shall be conclusive, absent manifest error, as to the determination by the Bank or such other indemnified Person set forth therein if made reasonably and in good faith. The Borrower shall pay any amounts so certified to it by the payment was not subject to TaxationBank or such other indemnified Person within ten (10) days of receipt of any such certificate. The provisions of this Section 2.12 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any or all of the Obligations, the invalidity or unenforceability of any term of this Agreement or any of the other Loan Documents, or any investigation made by or on behalf of the Bank or any other indemnified Person.
Appears in 2 contracts
Sources: Loan Agreement (New York Restaurant Group Inc), Loan Agreement (Smith & Wollensky Restaurant Group Inc)
Indemnities. 9.1 Each a. Licensee hereby agrees to indemnify, defend and hold Licensor, their hotels, partners, subsidiaries, affiliates, franchises, and allied companies and each of their officers, directors, agents, contractors, subcontractors and employees (collectively, "Indemnitees") harmless from and against any and all claims, liabilities, damages, fines penalties or costs of whatsoever nature (including reasonable attorneys' fees), and whether or not occurring during the term hereof or occasioned or contributed to by the negligence of Licensor, a Hotel, or any agent or employee of the Seller Indemnitees, or any of them (except as and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal toextent otherwise prohibited by applicable law), all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection any way connected with, and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise, arising out of or in any way connected with actions or omissions of Licensee under this Agreement. Licensee's representations, warranties, covenants agreements and licenses hereunder, the services provided by Licensee or any Licensees or other subcontractors, of Licensee hereunder or any related act of failure to act by Licensee, its agents, licensees, subcontractors, servants employees or invitees, including without limitation the use of the Licensed Area and any allegation that the Equipment or any part of them infringes any rights of any other person, including without limitation copyright, patent, trade secret, trademark, artist rights, droit moral, privacy, publicity or other intellectual property laws, whether or not occurring during the term hereof or occasioned or contributed to by the negligence of an Indemnitee or an agent or employee of the Indemnitees, or any of them (except as and to the extent prohibited by applicable law). In the event that any claim is made or any action or proceeding is brought against the Indemnitees, or any of them, arising out of or connected with this Agreement, any such Indemnitees may be notice to Licensee, elect to require Licensee, at Licensee's expense, to resist such claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior approval of such Indemnitee.
b. If the Service's system or any part thereof, furnished by Licensee to the Hotels becomes, or in the opinion of Licensee may become, the subject of any claim, suit or proceeding for infringement of any United States patent or copyright, or in the event of an adjudication that such product or part infringes any United States patent or copyright, or if the use, lease or sale of such product or part is enjoined, Licensee shall elect and implement one of the following matters:
options at its expense: (a1) Any liability procure for the Hotel the right under such patent or copyright to Taxationuse, fine lease or penalty together with any losssell, damage as appropriate, such system or costs arising from part, or related to (2) replace, modify, or remove such system or part. If the Share for Share Exchange and any need for remedial action to be carried out Hotels or Licensor determines, in respect its sole discretion, that such replacement, modification, or removal of the same in order to ensure that system or part has a significant negative impact on the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect overall functioning of the Purple Batch Loan agreement;Service, the Hotels or Licensor have the right to terminate this Agreement thirty (30) days after giving written notification to Licensee of such intention to terminate. In the event of such termination, Licensee agrees to remove the Service as provided herein.
c. Licensee represents and warrants that (ci) Any liabilitythe Client-Server Software does not contain any viruses, costdisabling code, loss or similar devices which are designed to damage incurred by the Company relating Hotel's data, software, or hardware, or to any Employee or Worker interfere with the Hotel's use of the Company claiming that Client Server-Software, (ii) the Bonus Scheme is a contractual right Client-Server Software will function substantially in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.its
Appears in 2 contracts
Sources: Master License Agreement (Cais Internet Inc), Master License Agreement (Cais Internet Inc)
Indemnities. 9.1 Each Subject to the limitations of the Seller Act, the Company shall indemnify, defend, save and hold harmless each Member, each member of the Management Committee and the Warrantors shall indemnify Manager (individually and collectively, the Buyer "Indemnitee or Indemnitees") from and the Company againstagainst all third party claims, and shall pay to the Buyer a sum equal toloss, all liabilitiescost, costsexpense, expenses, damages and losses damage or liability (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation legal fees and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered arising as a result of any act or incurred omission, except for willful misconduct or gross negligence, of such Indemnitee or Indemnitees believed by such Indemnitee or Indemnitees in good faith to be within the Buyer or scope of authority conferred in accordance with the Company arising out of or in connection with any of the following matters:Agreement.
(a) Any liability The rights granted pursuant to Taxationthis Section 3.6 shall be deemed contract rights, fine and no amendment or penalty together modification of this Section 3.6 shall have the effect of limiting or denying any such right with respect to any lossact, damage omission or costs arising from proceeding prior to any such amendment or related to the Share for Share Exchange modification. Each Member understands and any need for remedial action to be carried out in respect of the same in order to ensure acknowledges that the Seller has proper legal and beneficial title indemnities provided in this Section 3.6 could involve indemnification for negligence or strict liability. Indemnification pursuant to the Sale Shares;this Section 3.6 shall apply only to matters not otherwise compensated by insurance.
(b) Any obligationThe rights to indemnification conferred in this Section 3.6 shall include but are not limited to the right to be paid or reimbursed by the Company for reasonable expenses incurred by the Indemnitee or Indemnitees who is, liabilityare or were threatened to be made a defendant or respondent in a proceeding, cost, loss or damage relating to any outstanding amount due and payable in respect advance of the Purple Batch Loan agreement;final disposition of such proceeding, without any determination as to such Indemnitee's or Indemnitees' ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred in advance of final disposition of a proceeding shall be made only upon delivery to the Company of a written affirmation and agreement by such Indemnitee or Indemnitees (i) of his, her or its good faith belief that he, she or it has met the standard of conduct necessary for indemnification under this Section 3.6 and (ii) to repay all amounts so advanced if it should ultimately be determined that such Indemnitee or Indemnitees is or are not entitled to be indemnified under this Section 3.6 or otherwise.
(c) Any liabilityThe rights to indemnification and the advancement and payment of expenses provided for in this Section 3.6 shall not be exclusive of any other right which any Indemnitee or Indemnitees may have or hereafter acquire under any Law, cost, loss or damage incurred by the Company relating to any Employee or Worker provision of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation Agreement, vote of the Company to make payments in accordance with Members or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;otherwise.
(d) Any obligationIf this Section 3.6 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to shall nevertheless indemnify and hold harmless any service company of any directorIndemnitee or Indemnitees for costs, employee or sales person of the Company charges and expenses (including but not limited to Purple Batch Limited legal fees and Medtech Consultants Limited) other expenses), judgments, fines, and amounts incurred or paid in settlement of any failure action, suit or proceeding, whether civil, criminal, administrative or investigative, to disclose these payments as related party transactions the full extent permitted by virtue any part of this Section 3.6 that shall not have been so invalidated and to the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); andfullest extent permitted by Law.
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to To the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect Company's assets are insufficient to all and fund any cost, loss indemnity to which any Indemnitee or damage relating Indemnitees is or are entitled pursuant to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the paymentthis Section 3.6, the Buyer and Members shall make capital contributions to the Company (as or if the Company has been terminated, directly to the Indemnitee or Indemnitees) in proportion to their respective Ownership Interests to fund any such indemnification obligations. In the case may be) is left of Continuing Obligations, for purposes of this Section 3.6, Ownership Interests shall be determined in accordance with Section 4.2. Nothing in this Section 3.6 shall be deemed to waive or diminish the same amount it would have had if limitations of liability provided by the payment was not subject to TaxationAct.
Appears in 2 contracts
Sources: Limited Liability Company Members' Agreement, Limited Liability Company Members' Agreement (Uranium Energy Corp)
Indemnities. 9.1 Each of (a) The Consultant shall fully indemnify, protect and defend at the Seller Consultant's own expense, the Client and the Warrantors shall indemnify the Buyer its agents and the Company againstemployees, from and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to against any direct, indirect or consequential losses, loss of profit, loss of reputation and all interestactions, penalties and legal costs and all other reasonable professional costs and expenses) suffered claims, losses or incurred by the Buyer or the Company damages arising out of any violation by the Consultant or the Expert(s) of any (i) applicable law or regulations, or (ii) intellectual property rights of third parties, such as copyright, industrial design, or patents in connection with any the course of performance of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;Services.
(b) Any obligationThe Consultant shall:
(i) indemnify, liabilityprotect and defend, costat the Consultant's own expense, loss the Client, its agents and employees, from and against any and all actions, claims, losses or damage relating damages arising out of the Consultant's failure to exercise the skill and care required under Clause 5.01(a) or breach of any of its obligations under this Contract provided, however, the Consultant's liability under this Clause 5.11(b) shall be limited, to actions, claims, losses or damages directly caused by such failure to exercise the said care and skill or breach, and shall not include liability for indirect or consequential damages.
(ii) in addition to any outstanding amount due liability the Consultant may have under subparagraph (i) at its own cost and payable in respect expense, upon the request of the Purple Batch Loan agreement;
Client, re-perform the relevant Services in the event of its failure to exercise the care and skill required under Clause 5.01 (ca) Any liabilityor its breach; provided, costhowever, loss that the Consultant shall have no liability for actions, claims, losses or damage incurred damages occasioned by (a) the Company relating to any Employee Client's having overridden a decision or Worker recommendation of the Company claiming that Consultant or having required the Bonus Scheme is Consultant to implement a contractual right decision or recommendation with which the Consultant did not agree and such disagreement was communicated to the Client in accordance with their terms of employment writing, or engagement with (b) the Company (including without limitation any ongoing obligation improper execution of the Company to make payments in accordance with Consultant's instructions by agents, employees or connected independent contractors of the Client. In any event the Consultant's indemnity to the Bonus SchemeClient under this Clause 5.11(b) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of shall not exceed the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent amount set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.Appendix I.
Appears in 2 contracts
Sources: Consultancy Contract, Consultancy Contract
Indemnities. 9.1 Each of the Seller (a) Lessees hereby indemnify Lessor and the Warrantors shall indemnify the Buyer Series 2 Members (each a “Lessee Indemnitee”) and the Company againsthold any Lessee Indemnitee harmless from, any and shall pay to the Buyer a sum equal toall losses, all claims, damages, liabilities, costscharges, expensesLessee Covered Taxes, damages penalties, levies and losses related expenses (including but not limited the reasonable and documented fees and expenses of counsel for Lessor), including, on account of funds borrowed, contracted for or used to fund any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred amount payable by the Buyer or the Company arising out of or a Lessee Indemnitee in connection with the purchase or the lease of any Devices subject to a Device Lease or proceedings related thereto (the “Liabilities”) incurred by any Lessee Indemnitee, without duplication of the following mattersany other amount paid, as a result of:
(ai) Any liability to Taxationa Device Lease (or any part of it) being void, fine voidable or penalty together with unenforceable for any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Sharesreason;
(bii) Any obligationthe Devices being lost, liabilitystolen, costdamaged, loss or damage relating to destroyed by, or confiscated from, in each case, any outstanding amount due and payable in respect of the Purple Batch Loan agreementLessee;
(ciii) Any liability, cost, loss or damage incurred by the Company relating to sublease of any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement Devices to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereofCustomer;
(div) Any obligation, liability any information provided by or on behalf of a Sprint Party or any Affiliate for inclusion in a Device Lease Schedule being incorrect;
(including any liability v) a Device Lease terminating in relation to tax some or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person all of the Company Devices before the end of the Term of that Device Lease, except as otherwise expressly contemplated under this Agreement;
(including but not limited to Purple Batch Limited and Medtech Consultants Limitedvi) and any failure by a Lessee to disclose these payments as related party transactions by virtue comply with its obligations in the Transaction Documents to which it is a party; or
(vii) any Lease Event of Default other than (x) a Lease Event of Default under Section 3.1(d) (Lease Events of Default) or (y) a Lease Event of Default that does not satisfy the Companies A▇▇ ▇▇▇▇ criteria in Section 3.2(c) (or any other relevant legislation or regulationLease Events of Default); and
provided, however, Lessee’s indemnity will not extend to (ex) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above Liability to the extent set out in column 2 determined by a court of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies competent jurisdiction by final and nonappealable judgment to have resulted from the Buyer with respect to all and gross negligence, fraud or willful misconduct of any costLessee Indemnitee, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(by) any amount necessary Liability arising as a result of a Device being a Non-Returned Device; provided that for purposes of clause (x) above, no Lessee Indemnitee shall have a duty to ensure that, after any Taxation (1) undertake an independent investigation into facts not disclosed to Lessor because of the payment, the Buyer gaps in Servicer’s information tracking and the Company (as the case may be2) is left know and comply with consumer leasing regulations (or industry custom) in connection with the same amount it would have had if the payment was not subject to TaxationDevices and Customer Leases.
Appears in 2 contracts
Sources: Master Lease Agreement, Master Lease Agreement (SPRINT Corp)
Indemnities. 9.1 Each The Corporation hereby covenants and agrees to protect, indemnify and hold harmless the Agent and/or any of its respective affiliates and each of the Seller directors, officers, employees, partners, counsel and agents of the Agent (hereinafter referred to as the "Personnel") harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, or claims), and the Warrantors shall indemnify reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Buyer Agent and/or Personnel, to which the Agent and/or the Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Agent and the Company againstPersonnel hereunder or otherwise in connection with the matters referred to in this Agreement, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
(i) the Agent and/or the Personnel have been grossly negligent or dishonest or have committed any fraudulent act in the course of such performance;
(ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, resulted from the gross negligence, dishonesty or fraud referred to in (i); or
(iii) in the event that the Agent breaches any material provision of this Agreement or material applicable law. The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or the Agent by any governmental commission of regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, and/or should the Corporation and/or the Agent and/or any Personnel of the Agent be investigated or required to testify in connection therewith or required to respond to procedures designed to discover information regarding or in connection with, or by reason of the performance of professional services rendered to the Corporation by the Agent, the Agent shall have the right to employ its own counsel in connection therewith, and shall pay to other than the Buyer a sum equal tooccurrence of any of the events itemized in (i), all liabilities(ii) and (iii) above, costs, expenses, damages the reasonable fees and losses expenses of such counsel as well as the reasonable costs (including but not limited an amount to any direct, indirect or consequential losses, loss reimburse the Agent for time spent by the Personnel in connection therewith) and out of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or pocket expenses incurred by the Buyer or the Company arising out of or Personnel in connection with therewith shall be paid by the Corporation as it occur. Promptly after receipt of notice of the commencement of any legal proceeding against the Agent or any of the following matters:
(a) Any liability to TaxationPersonnel or after receipt of notice of the commencement of any investigation, fine which is based, directly or penalty together with indirectly upon any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out matter in respect of which indemnification may be sought from the Corporation, the Agent will notify the Corporation in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Corporation, will keep the Corporation advised of the progress thereof and will discuss with the Corporation all significant actions proposed. No admission of liability and no settlement of any proceeding or claim shall be made without the consent of the Corporation and the Agent, such consent not to be unreasonably withheld. The indemnity and contribution obligations of the Corporation shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same in order to ensure that the Seller has proper legal terms and beneficial title conditions to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect Personnel of the Purple Batch Loan agreement;
(c) Any liabilityAgent and shall be binding upon and enure to the benefit of any successors, costassigns, loss or damage incurred by the Company relating to any Employee or Worker heirs and personal representatives of the Company claiming that Corporation, the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation Agent and any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess Personnel of the bonus scheme operated by Agent. The foregoing provisions shall survive the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company completion of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesprofessional services rendered under this Agreement.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Agency Agreement (Searchlight Minerals Corp.), Agency Agreement (Searchlight Minerals Corp.)
Indemnities. 9.1 Each of the Seller (a) Lender hereby agrees to indemnify and the Warrantors shall indemnify the Buyer hold harmless Borrower and the Company againstits affiliates and its former, present and shall pay to the Buyer a sum equal tofuture directors, officers, employees and other agents and representatives from and against any and all liabilities, costsjudgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses (including, without limitation, any losses relating to Borrower’s market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) of the Exchange Act, including, without limitation, any forbearance from market activities or cessation of market activities and any losses in connection therewith) incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with, (i) any breach by Lender of any of its representations or warranties contained in Section 7 or (ii) any breach by Lender of any of its covenants or agreements in this Agreement.
(b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses, damages and losses (including but not limited to incurred or suffered by any directsuch person or entity directly or indirectly arising from, indirect or consequential lossesby reason of, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with (i) any breach by Borrower of any of the following matters:
its representations or warranties contained in Section 7 or (aii) Any liability to Taxation, fine any breach by Borrower of any of its covenants or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out agreements in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;this Agreement.
(c) Any liability, cost, loss In case any claim or damage incurred by the Company relating litigation which might give rise to any Employee or Worker obligation of a party under this Section 12 (each an “Indemnifying Party”) shall come to the attention of the Company claiming party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the existence and amount thereof; provided that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation failure of the Company Indemnified Party to make payments in accordance with or connected give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the Bonus Scheme) and gives them any right extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or entitlement litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than 30 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to a payment for any period after 31st March 2014 in excess of such notice within 30 days, the bonus scheme operated by Indemnifying Party shall respond to the Buyer in equivalent business at the date hereof;Indemnified Party as soon thereafter as reasonably possible.
(d) Any obligationAn Indemnifying Party shall be entitled to participate in and, liability if (including any liability i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to tax pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or National Insurance Contributions)litigation, cost, loss or damage incurred by the Company relating Indemnifying Party shall be entitled to payments made to any service company direct the defense of any directorclaim at its expense, employee but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. An Indemnified Party shall not make any settlement of any claim or sales person litigation under this Section 12 without the written consent of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesIndemnifying Party.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Share Lending Agreement, Share Lending Agreement (Standard Pacific Corp /De/)
Indemnities. 9.1 Each (A) Licensor shall not be liable to Licensee for any claim by any third party for personal injury or property damages based on breach of warranty or products liability allegedly due to a defect in a motor vehicle manufactured by HMC and using the Technical Data or Technical Assistance transferred under this Agreement. Specifically, Licensor shall not be liable for claims of personal injury or damage to property based on the design, manufacture, or assembly of Hyundai motor vehicles utilizing the Technical Data or Technical Assistance. Nevertheless, with respect to a claim made where the claim is based solely on an alleged defect in the Technical Data or Technical Assistance, Licensor shall defend and indemnify Licensee with respect to such claim. If a claim is made where the claim is based on both: (i) an alleged defect in the Technical Data or Technical Assistance; and (ii) an alleged defect in the design, materials or workmanship produced by Licensee; then each party shall bear its own costs of suit and its allocable share of any damages.
(B) Licensor warrants and represents that (i) it is the Licensor and proprietor of all right, title and interest in and to the Technical Data; (ii) it has the right and authority to enter into this Agreement and to license the Technical Data to Licensee in accordance with the terms hereof, and as of the Seller and date hereof, has no actual knowledge of any claim that the Warrantors shall indemnify the Buyer and the Company againstTechnical Data infringes any copyright, patent, trade secret or other proprietary rights of any third party, and shall pay (iii) the performance of the terms of this Agreement and of Licensor's duties to the Buyer a sum equal toLicensee hereunder will not breach any separate agreement or arrangement by which Licensor is bound.
(C) Licensor hereby agrees to defend, all liabilitiesindemnify and hold Licensee, its directors, shareholders, agents, officers, employees, authorized assignees and successors in interest harmless from and against any claims, suits, losses, damages, judgments, fines, costs, expenses, damages obligations, recoveries and losses (deficiencies, including but not limited to any directpenalties, indirect or consequential lossesinterests, loss of profitand reasonable attorney fees, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered liability that Licensee may incur or incurred by the Buyer or the Company arising out suffer resulting from any claim of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company infringement of any directorpatent, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (copyright, trademark, trade secret or any other relevant legislation intellectual property right of any third party by the Technical Data or regulation); andresulting from its use under this Agreement.
(eD) Any liabilityWhere indemnification is required or appears probable pursuant to paragraphs (A) and (C) herein, cost, loss or damage incurred by the Company relating Licensee shall provide prompt written notice to the sale Licensor, and cooperate reasonably and at the Licensor's expense with the Licensor. Licensee shall not settle any claim hereunder, without the Licensor's prior approval. The foregoing rights to indemnification are contingent upon the Licensee: (i)promptly notifying the Licensor in writing; (ii) allowing the Licensor, at Licensor's expense, to direct the defense or grant settlement of licences of FRACTIONcheck such claim or suit; and / (iii) giving to the Licensor, at the Licensor's expense, reasonable information and assistance for such defense or ImagePro software to third partiessettlement, including providing such witnesses for testimony as may reasonably be required.
9.2 (E) The Warrantors indemnity provisions herein shall be severally liable to continue throughout the term of this Agreement and shall survive any Claim under 9.1 above to the extent set out in column 2 termination or expiration of Schedule 1this Agreement.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: License Agreement (Hyundai Motor Co), Common Stock Purchase Agreement (Us Electricar Inc)
Indemnities. 9.1 Each Subject to the availability of funds for such purpose pursuant to the Priority of Payments, the Borrower agrees to indemnify, defend and save harmless each Indemnified Party, other than for the gross negligence, bad faith or willful misconduct of such Indemnified Party or any of its Related Parties, forthwith on demand, from and against any and all losses, claims, damages, liabilities, costs and expenses (including all reasonable and documented attorneys’ fees and expenses, reasonable and documented expenses incurred by their respective credit recovery groups (or any successors thereto) and reasonable and documented expenses of settlement, litigation or preparation therefor) which any Indemnified Party may incur or which may be asserted against any Indemnified Party by any Person (including any Obligor or any other Person whether on its own behalf or derivatively on behalf of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expensesBorrower) suffered arising from or incurred by the Buyer or the Company arising out of or in connection with any of the following matterswith:
(ai) Any liability to Taxationthe characterization in any Monthly Report, fine Compliance Certificate or penalty together with other statement made by any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ Party of any Receivable as an Eligible Receivable which was not an Eligible Receivable at the time of such characterization;
(ii) any representation, warranty or statement made or deemed made by any ▇▇▇▇▇▇▇▇ Virk hereby indemnifies the Buyer Party under or in connection with respect to all and this Agreement or any cost, loss other Transaction Document or damage relating to a breach other document delivered by him of his obligations in clause 10.1 below.
9.5 In addition Many ▇▇ ▇▇▇▇▇▇▇ Party or to be delivered by any ▇▇▇▇▇▇▇▇ Stevens hereby indemnifies Party in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered;
(iii) the Buyer failure by any ▇▇▇▇▇▇▇▇ Party to comply in any material respect with any applicable Law with respect to all and any cost, loss Receivable or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / any Related Security with respect thereto; or the Warrantors failure of any Receivable or any Related Security with respect thereto to conform to any such Law;
(iv) the failure to vest and maintain in the Administrative Agent a valid and perfected security interest in each Receivable and all Related Security and Collections with respect thereto, free and clear of any other Lien other than Permitted Liens; or the failure of the Borrower to obtain and maintain legal and equitable title to the Receivables and all Related Security and Collections transferred or purported to be transferred to the Borrower under the Purchase and Sale Agreement, free and clear of any Lien other than Permitted Liens;
(v) the failure to have filed, or any delay in filing, financing statements, notices of assignment or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable Laws with respect to any Receivable, the Related Security and Collections with respect thereto transferred or purported to be transferred to the Borrower by any Seller under the Purchase and Sale Agreement or in which a security interest is granted or purported to the Administrative Agent hereunder, and the proceeds of any thereof, whether at the Closing Date, the time of any Advance or at any subsequent time;
(vi) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are subject to any Contract or Receivable;
(vii) any dispute, claim, offset or defense (other than Contractual Reductions and discharge in bankruptcy of the Obligor or arising from the financial inability of the Obligor to pay) of any Obligor to the payment of any Receivable (including any defense based on such Receivable not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale or lease of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services, except to the extent that such dispute, claim, offset or defense results solely from any action or inaction on the part of any Lender or Agent;
(viii) any inability to litigate any claim against any Obligor in respect of an Indemnity Claim shall include:any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;
(aix) an amount any failure of any ▇▇▇▇▇▇▇▇ Party to perform its duties or obligations in respect accordance with the provisions of this Agreement or any other Transaction Document to which it is a party;
(x) any action or omission by any ▇▇▇▇▇▇▇▇ Party reducing or impairing the rights of any Lender or Agent under this Agreement, any other Transaction Document to which the Borrower is a party or any other instrument or document furnished pursuant hereto or thereto; or
(xi) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document to which any ▇▇▇▇▇▇▇▇ Party is a party or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or the use of proceeds of Advances pursuant to this Agreement or of the proceeds of purchases pursuant to the Purchase and Sale Agreement, or the ownership of, or other interest in, any Receivable, Related Security of Collections;
(xii) any attempt by any Person to void any purchase of Receivables or Related Security or Collections transferred or purported to be transferred to the Buyer under the Purchase and Sale Agreement under statutory provisions or common law or equitable action; or
(xiii) any civil penalty or fine assessed by the OFAC against, and all reasonable and documented costs and expenses reasonably (including reasonable and documented counsel fees and disbursements) incurred in connection with the defense thereof by any Financing Party as a result of conduct of any ▇▇▇▇▇▇▇▇ Party that violates a sanction administered or enforced by the Buyer and OFAC; provided that the Company in bringing the relevant Indemnity Claim; and
Borrower shall not be obligated pursuant to this Section 9.02 to indemnify, defend, or save harmless any Indemnified Party for or with respect to (bi) credit losses due to Defaulted Receivables, (ii) matters covered pursuant to Section 2.08 or 2.09 hereof or (iii) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to TaxationTaxes.
Appears in 2 contracts
Sources: Receivables Loan and Security Agreement, Receivables Loan and Security Agreement (Reynolds Group Holdings LTD)
Indemnities. 9.1 Each Action shall indemnify, defend and hold Americana harmless against and in respect of the Seller any and the Warrantors shall indemnify the Buyer and the Company againstall claims, and shall pay to the Buyer a sum equal todemands, all liabilitieslosses, costs, expenses, damages obligations, liabilities, damages, recoveries and losses deficiencies, including, without limitation, reasonable attorneys' fees (including but not limited collectively, "Losses"), that it shall incur or suffer, which directly or indirectly arise out of, result from, or relate to any directbreach, indirect or consequential lossesfailure to perform, loss any of profitAction's representations, loss warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Action under this Agreement; provided, however, that with respect to any such breach or failure to perform the representations and warranties of reputation Action under this Agreement, Action shall only be required to indemnify Americana to the extent such Losses exceed $5,000 (the "Threshold Amount") and in which event Action shall be responsible to indemnify Americana for all interestamounts including the Threshold Amount, penalties subject to the other provisions of this Section 8.
1. The indemnification described herein shall also apply in the event of an assertion against Americana, or Action's assets, by any person, entity, government or subdivision thereof, of any claim, demand, penalty, fine, or tax accruing prior to the Closing. Said right of indemnification shall be the sole and legal costs exclusive right and all other reasonable professional costs remedy of the parties hereto with respect to third party claims; provided, that any party may seek injunctive relief in any proper court in accordance with the terms and expenses) suffered or incurred by provisions of this Agreement. Notwithstanding the Buyer or the Company foregoing, Action's liability with respect to any claims arising out of or related to this Agreement shall in connection with no event exceed $125,000. Losses to be indemnified by Action under this Article VIII shall not include any of the following matters:
(a) Any liability to Taxationconsequential, fine incidental, special, indirect, exemplary or penalty together with any loss, punitive damage or costs arising from damages for lost profits or related to the Share for Share Exchange and any need for remedial action to be carried out in respect loss of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligationbusiness. In addition, liability, cost, loss Action shall have no indemnification obligation or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all any misrepresentation or breach of warranty if the conditions, facts or circumstances giving rise to such misrepresentation or breach were disclosed in this Agreement or were otherwise known to Americana prior to or at the Closing (and any cost, loss such misrepresentation or damage relating to breach of warranty shall not constitute a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 belowthis Agreement).
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Americana Publishing Inc), Asset Purchase Agreement (Americana Publishing Inc)
Indemnities. 9.1 Each Venturer agrees with the other Venturer to be responsible for its proportion of the Seller debts and liabilities (the Warrantors “Liabilities”), arising from or incurred in connection with the Facility whether present or future, provided that the Liabilities have been properly incurred by the Venturers pursuant to this Agreement. Each Venturer shall at all times indemnify and save harmless the Buyer other Venturer:
a. from any and the Company against, and shall pay all Liabilities to the Buyer a sum equal toextent of that portion of all Liabilities which the other Venturer has incurred in excess of its proportionate share of the Liabilities and which has been paid or incurred by the Indemnified Venturer.
b. from any and all actions, all liabilitiesproceedings, causes, claims, demands, costs, expensesliability, damages and losses expenses of every nature or kind whatsoever arising out of the Indemnifying Venturer’s separate debts, liabilities, obligations, duties, agreements, costs and expenses, whether present or future.
c. and its affiliates, and its and their directors, officers, employees, and agents from and against the full amount of all damages and other liabilities, (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal costs and all other reasonable professional costs fees and expenses) suffered by it caused by, or incurred arising, directly or indirectly, from, a claim by a third party relating to:
i. the Buyer business or the Company arising out of or in connection with any activities of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to Venturer in circumstances where the Share for Share Exchange and any need for remedial action to be carried out in respect other Venturer is joined as a party solely because of the same Venturer’s participation in order to ensure that the Seller has proper legal and beneficial title to the Sale SharesJoint Venture;
(b) Any obligationii. the unauthorized acts of, liabilityor contracts outside the scope of this Agreement entered into by, cost, loss the Venturer;
iii. the Venturer’s intellectual property; or,
iv. negligence or damage relating to any outstanding amount due and payable in respect misconduct of the Purple Batch Loan agreement;
(c) Any liabilityVenturer. in each case, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above except to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies that the Buyer with respect claims, losses, damages, liabilities, obligations, costs or expenses are determined to all and any cost, loss have resulted solely from the negligence or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation intentional misconduct of the payment, the Buyer indemnified Venturer. This indemnity and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationall other indemnities contained in this Agreement shall survive Termination of this Agreement.
Appears in 2 contracts
Indemnities. 9.1 Each 8.1 The Organisation hereby agrees to indemnify the Director against any legal liability loss claim or proceedings for personal injury to or death of any person or for damage to property howsoever arising from the Organisation’s use of the Seller and Premises to the Warrantors shall extent that such injury death or damage is attributable to any act or omission negligent or otherwise of the Organisation or the Organisation’s servant, licensee, agent, contractor, invitee, customer or visitor.
8.2 The Organisation agrees to indemnify the Buyer Director from and against all loss and damage to the Company againstPremises and all property therein attributable to any act or omission negligent or otherwise of the Organisation or any servant, licensee, invitee, contractor, client, agent, customer or visitor of the Organisation and in particular but without limiting in any way the generality of the foregoing by reason of the negligent or careless use or abuse of water, gas, electricity or faulty fittings and fixtures of the Organisation and to give to the Director prompt written notice of any accident to or defect in the water pipes, gas pipes, electric light wirings or other the fittings or fixtures contained in the Premises.
8.3 The Organisation waives all rights to recover damages from the Director for any liability to the Organisation for personal injury to or death of the Organisation's employees, servants, agents or contractors or for damage to any of the Organisation’s property howsoever arising from the Organisation’s use of the Premises PROVIDED HOWEVER that this release and indemnity shall not operate to release the Director from any liability from or attributable to any negligent or wrongful act or omission on the part of the Director.
8.4 The Organisation shall not in any way take any action to lessen or negate any of its obligations herein and specifically waives any such right that it may have.
8.5 The indemnities herein are continuing obligations of the Organisation, separate and independent from any other obligations of the Organisation, and shall pay survive the termination of this Agreement.
8.6 The Director shall not be responsible or liable to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses Organisation or any person claiming under or through the Organisation (including but not limited to any direct, indirect whether by way of compensation or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expensesotherwise) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with for any loss, damage or costs arising from or related injury to the Share for Share Exchange and any need for remedial action to be carried out in respect goods, property, effects, or business of the same Organisation caused by any flow of water moisture or liquid through the bursting of any defect in order to ensure that or overflow from any pipe or from the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligationlavatories, liabilityclosets, costbasins, loss receptacles, roofs, walls or damage relating to any outstanding amount due and payable in respect drains of the Purple Batch Loan agreement;
(c) Any liabilityPremises or any failure, costbreakdown or mishap involving any lift, loss stairs, passages, lavatories, conveniences or damage incurred by the Company relating to any Employee or Worker parking spaces of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesPremises.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Head Lease Agreement, Head Lease Agreement
Indemnities. 9.1 Each of the Seller and the Warrantors 17.1 The Company shall indemnify and hold harmless the Buyer Custodian (which expression shall for the purpose of this Clause be deemed to include its directors, officers and the Company againstemployees and any agent, and shall pay to the Buyer a sum equal to, sub-custodian or delegate appointed by it) against all liabilities, obligations, losses, damages, penalties, costs, expenses, damages claims and losses (including but not limited to any direct, indirect or consequential losses, loss demands of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) whatsoever nature suffered or incurred by the Buyer or the Company it and howsoever arising out of or in connection with any the performance of its duties hereunder, otherwise than by reason of the following matters:bad faith, willful misconduct or gross negligence of the Custodian.
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related 17.2 The Custodian shall send to the Share for Share Exchange and any need for remedial action Company as soon as practicable all notices of claims, summonses or writs which it receives from third parties in relation to be carried out in respect the affairs of the same Company and shall be under no further obligation or liability in order to ensure that the Seller has proper relation thereto. No liability shall be admitted and no undertaking given nor shall any offer, promise or payment be made or legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage expenses incurred by the Company relating Custodian in relation to any Employee such claim summons or Worker writ without the prior written consent of the Company claiming that which shall be entitled, if it so desires, to take over and conduct the Bonus Scheme is a contractual right in accordance with their terms defense of employment any action or engagement to prosecute any claim for indemnity or damages or otherwise against any third party.
17.3 The Custodian makes no representations, herein or otherwise, regarding the Company or the Manager’s compliance with the Employees Retirement Income Security Act of 1974 (“ERISA”). The Company (including without limitation any ongoing obligation of and the Company to make payments in accordance with or connected to the Bonus Scheme) Manager agree they shall be jointly and gives them any right or entitlement to a payment severally liable for any period after 31st March 2014 in excess violations of ERISA and shall fully indemnify the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligationCustodian, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited all liabilities, obligations, losses, damages, penalties, expenses, attorneys’ fees and Medtech Consultants Limited) and costs, in any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesactions and/or judgments that Custodian shall face resulting therefrom.
9.2 17.4 The Warrantors provisions of this Clause 17 shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 survive termination of Schedule 1this Agreement.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Custodian Agreement (Pine Grove Alternative Institutional Fund), Custodian Agreement (Pine Grove Alternative Fund)
Indemnities. 9.1 Each (a) Without limiting any other rights that any such Person may have hereunder or under Applicable Law (including the right to recover damages for breach of contract), the Borrower hereby agrees to indemnify and hold harmless the Lender, its Affiliates, and all successors, transferees. assigns and all officers, directors, stockholders, members, employees, advisors, representatives and agents of any of the Seller foregoing (each an “Indemnified Party”) from and the Warrantors shall indemnify the Buyer against any and the Company againstall damages, and shall pay to the Buyer a sum equal tolosses, all claims, liabilities, costsobligations, expenses, damages penalties, actions, suits, judgments, disbursements of any kind or nature whatsoever and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional related costs and expenses, including attorneys’ fees and disbursements and court costs (all of the foregoing being collectively referred to as “Indemnified Amounts”) suffered awarded against or incurred by any of them arising out of, relating to or by reason of the Buyer execution, delivery, enforcement, performance, administration of, or otherwise arising out of or incurred in connection with this Agreement, the Transaction Documents, the Related Documents or the Company arising funding of the Advances or the use of proceeds therefrom or in respect of any Receivable including any such Indemnified Amount that is incurred or arises out of or in connection with, or by reason of any one or more of the following: (i) any breach of any covenant by the Borrower contained in any Transaction Document; (ii) any representation or warranty made or deemed made by the Borrower contained in any Transaction Document or in any certificate, statement or report delivered in connection therewith is false or misleading; (iii) any failure by the Borrower to comply with any Applicable Law or contractual obligation binding upon it; (iv) any failure to vest, or delay in vesting, in the Lender a perfected security interest in all of the following matters:
Collateral free and clear of all Liens; (av) Any liability any action or omission, not expressly authorized by the Transaction Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Lender with respect thereto; (vi) the failure to Taxationfile, fine or penalty together any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any lossCollateral, damage whether at the time of any Advance or at any subsequent time; (vii) the commingling of Collections on the Collateral at any time with other funds; (viii) any failure by the Borrower to give reasonably equivalent value to the Seller, in consideration for the transfer by the Seller to the Borrower of any item of Collateral or any attempt by any Person to void or otherwise avoid any such transfer under any statutory provision or common law or equitable action, including, without limitation, any provision of the Bankruptcy Code; and (ix) any costs incurred by an Indemnified Party in connection with the enforcement (including any action, claim, or suit) of any indemnification or other obligation of the Borrower; excluding, however, (x) any Taxes other than any Taxes that represent losses, claims, damages, etc. arising from or related any non-Tax claim, (y) Indemnified Amounts to the Share for Share Exchange extent determined by a final and any need for remedial action non-appealable judgment of a court of competent jurisdiction to be carried out have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, and (z) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible solely on account of the same in order insolvency, bankruptcy or lack of creditworthiness of the related Obligor or for diminution of value for Receivables without breach of any representation, warranty or covenant by any Gemini Party. Any amounts subject to ensure the indemnification provisions of this Section 10.01(a) shall be paid by the Borrower to the related Indemnified Party on the next occurring Settlement Date that is at least three (3) Business Days immediately following demand therefor accompanied by a reasonable description of such amounts. An Indemnified Party need not demand payment from the Seller has proper legal prior to seeking indemnification pursuant to this Section 10.01(a), and beneficial title neither shall any demand against the Seller provide a defense for the Borrower against payment hereunder except to the Sale Shares;extent all such Indemnified Amounts have been satisfied in full. This Section shall survive the resignation or removal of any party and the termination or assignment of this Agreement.
(b) Any obligationThe Borrower shall not, liabilitywithout the prior written consent of all Indemnified Parties that are party thereto (which consent shall not be unreasonably withheld, costconditioned or delayed), loss settle or damage relating compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding for which indemnification may be sought hereunder, unless such settlement, compromise or consent includes an unconditional release of all such Indemnified Parties from all liability arising out of such claim, action or proceeding, and which settlement in each case must not include any admission of fault or liability adverse to any outstanding amount due and payable in respect Indemnified Party other than the payment of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred money damages by the Company relating Borrower. Each Indemnified Party who is not directly a party to any Employee or Worker this Agreement is an express third party beneficiary of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesthis Agreement.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Credit Agreement (Gemini Space Station, Inc.), Credit Agreement (Gemini Space Station, Inc.)
Indemnities. 9.1 Each of Subject to Clause 8.5, the Seller and the Warrantors Charity shall indemnify the Buyer and hold the Company againstits officers, and shall pay to employees (the Buyer a sum equal to, “Company Indemnitees”) harmless from and against all liabilities, costs, expenses, damages Losses arising from any claims and losses proceedings made or brought (whether successfully or otherwise) on behalf of Clinical Trial Subjects for personal injury (including but not limited to any directdeath), indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of the conduct of the Clinical Trial, save where such claims, proceedings and/or Losses arise as a consequence of (i) any wrongful act or in connection with omission and/or negligence of any of the following matters:Company Indemnitees; (ii) a breach of this Agreement by the Company; or (iii) a misrepresentation by the Company.
9.2 Notwithstanding the provisions of Clause 9.1 above and any other restrictions on liability contained in this Agreement, but subject to Clause 8.5 above, the Company shall indemnify and hold the Charity, CRT, the Contributors, the Experts and their respective officers, employees and agents (athe “Charity Indemnitees”) Any liability to Taxation, fine or penalty together with any loss, damage or costs harmless from and against all Losses arising from any claims and proceedings made or related to the Share brought (whether successful or otherwise):
9.2.1 on behalf of Clinical Trial Subjects for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company personal injury (including without limitation death), arising out of: (i) any ongoing obligation failure or delay on the part of the Company to make payments in accordance with provide relevant or connected accurate Company KnowHow and other information relating to the Bonus Scheme) storage, use and gives them safety of any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
Company Materials. and/or (dii) Any obligation, liability (including any liability to tax wrongful act or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person omission and/or negligence of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limitedor any third party engaged by the Company) and in the supply and/or manufacture of any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)Company Materials; and
(e) Any liability9.2.2 alleging infringement of a third party’s Patent Rights or other Intellectual Property Rights resulting from use of Company Intellectual Property or Company Materials in the course of or in consequence of the performance of the Clinical Trial or by importation, coststorage, loss supply or damage incurred by use of any of the Company relating Materials and/or Antibody as permitted by this Agreement. provided always that;
9.2.3 it is a condition of the indemnity that the Charity and CRT hand over or procure the hand over (as the case may be) of control of the matter to the sale Company, and give or grant procure (as the case may be) such information and assistance as the Company may reasonably request in connection with the matter, and allow or procure, (as the case may be) that the Company has exclusive conduct of licences of FRACTIONcheck the matter and / or ImagePro software to third partiesany ensuing legal proceedings.
9.2 9.3 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent indemnities set out in column 2 Clauses 9.1 and 9.2 shall survive the expiration or termination of Schedule 1this Agreement for whatever reason. Each Party’s agreement to indemnify, defend, and hold the other Party and its respective indemnitees harmless is conditioned upon the indemnified Party: (a) providing written notice to the indemnifying Party of any claim or proceeding arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such claim or proceeding; (b) permitting the indemnifying Party to assume full responsibility and authority to investigate, prepare for, and defend against any such claim or proceeding; and (c) assisting the indemnifying Party, at the indemnifying Party's reasonable expense, in the investigation of, preparation for and defence of any such claim or proceeding. If the indemnifying Party assumes the defence of a third party claim, the indemnifying Party will not be subject to any liability for any settlement of such claim made by the indemnified Party without the indemnifying Party’s consent (which consent may not be unreasonably withheld, delayed or conditioned).
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies 9.4 The Charity shall ensure that all Clinical Trial Subjects receive the Buyer benefit of a no-fault compensation scheme substantially in the form attached at Schedule 4 hereto. Subject to the indemnity in Clause 9.2, the Charity shall bear all costs associated with respect the provision of such compensation scheme including in relation to all claims received pursuant to such scheme.
9.5 The Company shall carry insurance coverage on an "occurrence" or "claims made" basis for potential liabilities which the Company may have under this Agreement, and any costensure that the Charity and CRT are each named additional insureds on each such policy and may claim directly under them. The Company shall maintain such insurance in full force throughout the term of the Agreement (and in the case of insurance coverage on a "claims made" basis, loss or damage relating to for a breach by him further two years after the term of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇the Agreement) and shall upon request of the Charity provide such evidence of compliance as the C▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies sufficient. The initial insurance policy of the Buyer with respect Company which satisfied the condition under Clause 2.1.3 is agreed to all and any cost, loss or damage relating provide the minimum coverage required for the policy to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made be carried by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer Company under this Clause 9.5. The Company’s obligations, and the Company Charity’s and CRT’s rights, under this Clause 9.5 shall apply in bringing addition to, and not instead of, the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation obligations of the paymentCompany, and rights of the Buyer Charity and CRT, under the Company (as Escrow Agreement. Neither the case may be) is left with existence of the same amount it would have had if Escrow Agreement nor any of its contents shall limit the payment was not subject to Taxationobligations imposed or rights granted under this Clause 9.5.
Appears in 2 contracts
Sources: Clinical Trial and Option Agreement (Monopar Therapeutics), Clinical Trial and Option Agreement (Monopar Therapeutics)
Indemnities. 9.1 Each of (1) Theia Partners / Envari shall indemnify, defend and hold harmless the Seller City, its officers, elected official, employees, volunteers and agents, and their respective successors and assigns (collectively, the Warrantors shall indemnify the Buyer “Theia Partners / Envari Indemnitees”) from and the Company against all Claims brought against, and shall pay to or Losses suffered, sustained, or incurred by, the Buyer a sum equal Theia Partners / Envari Indemnitees which may be directly attributable to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following mattersof:
(a) Any liability to Taxationthe design, fine or penalty together with any lossconstruction, damage or costs arising from or related to the Share for Share Exchange installation and any need for remedial action to be carried out in respect operation of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale SharesWET System;
(b) Any obligationthe negligent acts or omissions of WET or any of WET’s contractors, liability, cost, loss subcontractors or damage relating to any outstanding amount due and payable suppliers in respect of connection with the Purple Batch Loan agreementProject;
(c) Any liabilityany deliberate act of wrongdoing or willful misconduct or fraud of WET, costor any of WET’s contractors, loss subcontractors, or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right suppliers in accordance with their terms of employment or engagement connection with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereofProject;
(d) Any obligation, liability (including any liability to tax inaccuracy in or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person breach of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue representations or warranties of WET contained in the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); andWET Agreement;
(e) Any liabilityany breach of any of WET’s obligations under the WET Agreement;
(f) any acts performed by or on behalf of WET beyond the authority of WET, costwhether negligently or otherwise;
(g) a lien or subsequent lawsuit brought in connection with any lien by any of WET’s contractors, subcontractors, or suppliers in connection with the Project; or
(h) any infringement or alleged infringement of any patent, trade secret, service mark, trade name, copyright, official mark, moral right, trademark, industrial design or other proprietary rights conferred by contract, common law, statute or otherwise in respect of the Project; (collectively, the “Subject Matter of Theia Partners / Envari Indemnity”) The Subject Matter of Theia Partners / Envari Indemnity includes all Claims and Losses that any of the Theia Partners / Envari Indemnitees may suffer, sustain or incur arising in respect of bodily injury, illness or death of any individual or physical loss of or damage incurred by the Company relating to tangible property. Theia Partners / Envari assumes all liability for any damage to the sale IOS or grant of licences of FRACTIONcheck EWT during construction and / or ImagePro software to third partiesoperation.
9.2 (2) The Warrantors City shall be severally liable to indemnify, defend and hold harmless Theia Partners / Envari, its directors, officers, employees, advisers, agents, and contractors (including contractors of any Claim under 9.1 above to tier and their employees), and their respective successors and assigns (collectively, the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇“City Indemnities”) from and against all Claims brought against, or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies suffered, sustained, or incurred by, the Buyer with respect to all and any costCity Indemnitees which may be directly attributable to, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall includearising out of:
(a) an amount in respect the negligent acts or omissions of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; andCity;
(b) the negligent acts or omissions of any amount necessary to ensure that, after any Taxation of the paymentCity’s contractors, subcontractors or suppliers that directly damage the WET System;
(c) any deliberate act of wrongdoing or willful misconduct or fraud of the City or any of the City’s contractors, subcontractors, or suppliers;
(d) any inaccuracy in or material breach of the representations or warranties of the City contained in the WET Agreement;
(e) any breach of any of the City’s obligations under WET Agreement; or
(f) any acts performed by or on behalf of the City beyond the authority of the City, whether negligently or otherwise; (collectively, the Buyer “City Subject Matter of Indemnity”) The City Subject Matter of Indemnity includes all Claims and Losses that any of the Company City Indemnitees may suffer, sustain or incur arising in respect of bodily injury, illness or death of any individual or physical loss of or damage to tangible property.
(3) If a Party becomes aware of any Claim involving any Losses (the “Indemnitee”) to which the other party’s (the “Indemnitor”) indemnity set out above, as the case may be, applies, the Indemnitee will promptly advise the Indemnitor in writing of the Claim with reasonable particulars (to the extent known) is left with of the same factual basis for the Claim and the amount it would have had if of the payment Claim, as known at that time. If the Indemnitee does not give notice to the Indemnitor as aforesaid, then such failure shall only lessen or limit the Indemnitee’s rights to indemnity hereunder to the extent that the defence of the Claim was not subject to Taxation.prejudiced by such lack of timely notice but such notice shall be provided, in any event, within thirty
Appears in 1 contract
Sources: Wastewater Energy Transfer Agreement
Indemnities. 9.1 Each 12.1 Subject to any liability of the Seller Commercial Manager pursuant to Clause 12.2 hereto the members of the Group hereby ratify and confirm, and undertake at all times to ratify and confirm, whatever may be done or caused to be done by the Commercial Manager in the course of or in the provision of the Management Services and the Warrantors shall indemnify members of the Buyer Group hereby undertake to keep the Commercial Manager and the Company againstits respective employees and agents indemnified and to hold them harmless against all actions, and shall pay to the Buyer a sum equal toproceedings, all liabilitiesclaims, costs, expenses, damages and losses (including but not limited to demands or liabilities whatsoever or howsoever arising which may be brought against them or any direct, indirect or consequential losses, loss one of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered them or incurred or suffered by the Buyer them or the Company any one of them arising out of or in connection with any the performance of this Agreement, and against and in respect of all loss, damages, costs and expenses (including legal costs and expenses on a full indemnity basis) which the Commercial Manager may suffer or incur (either directly or indirectly) in defending or settling the same.
12.2 The Commercial Manager shall be under no liability whatsoever to the members of the following matters:
(a) Any liability to Taxation, fine or penalty together with Group for any loss, damage damage, delay or costs arising from expense of whatsoever nature, whether direct or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligationindirect, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limitedloss of profit arising out of or in connection with detention of or delay to the Vessel) and any failure to disclose these payments as related party transactions by virtue howsoever arising in the course of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation performance of the paymentManagement Services hereunder unless same is proved to have resulted solely from the negligence, gross negligence or willful default of the Buyer and the Company (as the case may be) is left Commercial Manager or its employees or agents or subcontractors employed by it in connection with the Vessel, in which case (except where loss, damage, delay or expense has resulted from the Commercial Managers' personal act or omission committed with the intent to cause same amount it or recklessly and with knowledge that such loss, damage delay or expense would have had if probably result) the payment was not subject Commercial Manager's liability (any such liability arising in accordance herewith always being on an individual basis in relation to Taxationeach Manager).
Appears in 1 contract
Sources: Commercial Management Agreement (Seanergy Maritime Holdings Corp.)
Indemnities. 9.1 Each 7.1. The Company will indemnify, exonerate and hold each Rollover Investor and each of his, her or its respective partners, members, and equityholders, affiliates, directors, officers, fiduciaries, employees and agents and each of the Seller partners, members, shareholders, affiliates, directors, officers, fiduciaries, employees and agents of each of the Warrantors shall indemnify foregoing (collectively, the Buyer “Indemnitees”) free and the Company againstharmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and shall pay to expenses in connection therewith, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the Buyer a sum equal to“Indemnified Liabilities”), all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer Indemnitees or the Company any of them as a result of, arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due breach of any representation, warranty or agreement in this Agreement by the Company. If and payable in respect to the extent that the foregoing undertaking may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of such Indemnified Liabilities that is permissible under applicable law.
7.2. Each Rollover Investor (severally and not jointly) will indemnify, exonerate and hold the Purple Batch Loan agreement;
Company and its shareholders (cother than such Rollover Investor), and their respective Indemnitees (other than those of such Rollover Investor and such Rollover Investor’s affiliates) Any liability, cost, loss or damage harmless from and against any and all Indemnified Liabilities incurred by the Company any of them as a result of, arising out of or relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company breach of any directorrepresentation, employee warranty or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions agreement in this Agreement by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)such Rollover Investor; and
(e) Any liabilityprovided, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors that each Rollover Investor shall be severally liable to any Claim under 9.1 above only to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the paymentvalue of such Rollover Investor’s Rollover Securities. If and to the extent that the foregoing undertaking may be unenforceable for any reason, such Rollover Investor hereby agrees to make the Buyer and the Company (as the case may be) is left with the same amount it would have had if maximum contribution to the payment was not subject to Taxationand satisfaction of each of such Indemnified Liabilities that is permissible under applicable law.
Appears in 1 contract
Indemnities. 9.1 Each 21.1 The Issuer shall indemnify each of the Seller Agents and the Warrantors shall indemnify the Buyer its directors, officers, employees and the Company againstagents against any losses, and shall pay to the Buyer a sum equal to, all liabilities, costs, expensesclaims, damages and losses actions, demands or expenses (including together, “Losses”) (including, but not limited to any directto, indirect or consequential lossesall properly documented and incurred costs, loss of profitlegal fees, loss of reputation charges and all interestexpenses (together, penalties and legal costs and all other reasonable professional costs and expenses“Expenses”) suffered paid or incurred by the Buyer in disputing or the Company arising out defending any Losses) which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and duties under this Agreement except for any Losses or Expenses which may arise from its own gross negligence, wilful misconduct or fraud or that of its officers, directors or employees.
21.2 Each Agent shall severally indemnify the Issuer against all Losses, (including, but not limited to, Expenses paid or incurred in disputing or defending any Losses) which the Issuer may properly incur or which may be made against the Issuer as a result of or in connection with the Agent’s appointment or the exercise by the Agent of its powers or duties under this Agreement to the extent that any Losses or Expenses result directly from the Agent's own gross negligence, wilful misconduct or fraud or that of its officers, directors or employees.
21.3 The indemnities set out above shall survive any termination of this Agreement or earlier resignation or removal of the following matters:Agents.
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related 21.4 Each Agent will only be liable to the Share Issuer for Share Exchange losses, liabilities, costs, expenses and any need for remedial action demands arising directly from the performance of its obligations under this Agreement suffered by or occasioned to be carried out the Issuer (“Liabilities”) to the extent that the Agent has been grossly negligent, in wilful misconduct or fraudulent in respect of its obligations under this Agreement. For the same avoidance of doubt, the failure of any Agent to make a claim for payment on the Issuer, or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute gross negligence, wilful misconduct or fraud on the part of the relevant Agent.
21.5 Notwithstanding anything in order to ensure that the Seller has proper legal and beneficial title this Agreement to the Sale Shares;
(b) Any obligationcontrary, liabilitythe Agents shall not be responsible or liable for any delay or failure to perform under this Agreement or for any Losses, costExpenses or Liabilities resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Agents including without limitation: strikes, work stoppages, acts of war, terrorism, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or damage relating to malfunction of utilities, communications or any outstanding amount due and payable computer (software or hardware) services, the application of any law or regulation in respect effect now or in the future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of the Purple Batch Loan agreement;banking or securities industry, sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the performance in full or in part of such duties until such time as such law, regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the Agents be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by such law, regulation or event.
(c) Any liability21.6 No Agent shall be liable for any loss of profits, costgoodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not foreseeable and whether or not the relevant Agent has been advised of the possibility of such loss or damages and regardless of whether the claim for loss or damage incurred by is made in negligence, breach of contract, duty or otherwise.
21.7 Each Agent shall be entitled to take any action or to refuse to take any action which the Company relating relevant Agent regards as necessary for the relevant Agent to comply with any Employee Applicable Law, regulation or Worker of fiscal requirement, or the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment rules, operating procedures or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company market practice of any director, employee relevant stock exchange or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (other market or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesclearing system.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: Agency Agreement
Indemnities. 9.1 Each of the Seller and the Warrantors Merchant shall indemnify the Buyer and the Company againsthold Consultant and its officers, directors and shall pay to the Buyer a sum equal toemployees (collectively, "Consultant Indemnified Parties") harmless from and against all liabilities, costsclaims, expensesdemands, damages damages, costs and losses expenses (including but not limited to any direct, indirect reasonable attorneys' fees) arising from or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following mattersrelated to:
(a) Any liability to Taxation, fine the willful or penalty together with any loss, damage grossly negligent acts or costs arising from omissions of Merchant or related to the Share for Share Exchange its employees and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Sharesrepresentatives (other than Consultant Indemnified Parties or Supervisors);
(b) Any obligationthe material breach of any provision of, liabilityor the failure to perform any obligation under, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreementthis Agreement by Merchant;
(c) Any liabilityany failure of Merchant to pay to its employees any wages, costsalaries, loss or damage incurred benefits due to such employees during the Sale Term or other claims asserted against Consultant by the Company relating to any Employee or Worker Merchant’s employees resulting from Merchant’s (and not Consultant’s) treatment of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereofits employees;
(d) Any obligationsubject to Consultant turning over funds collected in regard to sales taxes hereunder, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure by Merchant to disclose these payments as related party transactions pay any sales taxes to the proper taxing authorities or to properly file with any taxing authorities any reports or documents required by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)applicable law to be filed in respect thereof; and
(e) Any liabilityany liability or other claims made by any party (excluding Consultant Indemnified Parties or Supervisors) against a Consultant Indemnified Party. Merchant’s indemnification obligations shall exclude any claims arising from any Consultant Indemnified Party’s gross negligence, cost, loss intentional acts or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesunlawful behavior.
9.2 The Warrantors Consultant shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to indemnify and hold Merchant and its officers, directors and employees (collectively, "Merchant Indemnified Parties") harmless from and against all liabilities, claims, demands, damages, costs and any cost, loss expenses (including reasonable attorneys' fees) arising from or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall includerelated to:
(a) an amount in respect the willful or grossly negligent acts or omissions of all costs and expenses reasonably incurred by the Buyer Consultant or its members, employees, representatives, principals and the Company in bringing the relevant Indemnity Claim; andSupervisors;
(b) any amount necessary harassment or any other unlawful, tortious or otherwise actionable treatment of any customers, employees, or agents of Merchant by Consultant, its affiliates, or their respective officers, directors, employees, agents, independent contractors or representatives, including any Supervisors;
(c) any claims by any party engaged by Consultant as an employee or independent contractor, including any non-Merchant employees and Supervisors, arising out of such employment or engagement,; and
(d) the material breach of any provision of, or the failure to ensure thatperform any obligation under, after this Agreement by Consultant. Consultant’s indemnification obligations shall exclude any Taxation of the paymentclaims arising from any Merchant Indemnified Party’s gross negligence, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationintentional acts or unlawful behavior.
Appears in 1 contract
Sources: Consulting Agreement
Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against(a) The Mortgagor agrees to, and shall pay does hereby, indemnify, defend (with counsel reasonably acceptable to the Buyer a sum equal toMortgagee) and hold harmless the Mortgagee, the Bondholders, their directors, officers, employees and agents (all being included in the word "Mortgagee" for the purposes of this Section 8.04(a)) from and against any and all claims, causes of action, damages, demands, fines, liabilities, losses, penalties, settlements, expenses and/or costs, expenseshowever defined and of whatever kind or nature, damages and losses known or unknown, (including including, but not limited to, reasonable attorneys', consultants' and engineering fees and disbursements and sampling, monitoring or remediation costs, costs to any directeffect compliance with Environmental Laws, indirect or consequential lossescosts of defense and interest) ("Losses") which may be asserted against, loss of profitimposed upon, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by by, the Buyer or the Company Mortgagee, arising out of or in any way related to or due to (i) the Release of any Hazardous Substances at the Mortgaged Property or any Environmental Conditions on, at, under, emanating from, relating to or surrounding the Mortgaged Property, (ii) any injury to human health, safety or the environment (including wrongful death, personal injury, property damage or damage to natural resources) by reason of Environmental Conditions, or activities past or present, on, at, under, emanating from, relating to or surrounding the Mortgaged Property; (iii) any violation, or alleged violation, of any Environmental Law; (iv) any material misrepresentation by the Mortgagor which relates to Environmental Conditions in this Mortgage and/or the Agreement or in any other documents or materials furnished by the Mortgagor to the Mortgagee and/or its representatives in connection with the issuance of the Bonds; (v) any breach of any representation or warranty set forth in Section 8.02 hereof; (vi) any breach of, or other failure to comply with, or any default after expiration of applicable grace and cure periods under, any provision of Section 8.03 of this Mortgage; (vii) any Regulatory Action or Third-Party Claim arising from or relating to any Release or any Environmental Conditions on, at, under, emanating from, relating to or surrounding the Mortgaged Property, except to the extent such Regulatory Action or Third-Party Claim arises from or relates to the negligent acts or omissions of the Mortgagee (including its agents) or its successors or assigns including any transferee of the title of the Mortgagee or any subsequent purchaser at a foreclosure; or (viii) any lien imposed upon the Mortgaged Property in favor of any Governmental Authority as a result of the presence, disposal or Release of Hazardous Substances or any other Environmental Conditions on, at, under, emanating from, relating to or surrounding the Mortgaged Property. The duty of the Mortgagor to indemnify, defend, and hold harmless the Mortgagee includes, but is not limited to, proceedings or actions commenced by any person (including, but not limited to, any Governmental Authority or entity) before any court or administrative agency. The Mortgagee also shall have the right to join and participate in, if it so elects, any legal proceedings or actions initiated in connection with any of Losses and to have its reasonable attorneys' fees and expenses in connection therewith paid by the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;Mortgagor.
(b) Any obligationIf the Mortgagor fails to initiate and diligently pursue to completion any Clean-Up required at or with respect to the Mortgaged Property by any Governmental Authority or under any applicable Environmental Laws and such failure continues for thirty (30) days after the Mortgagee provides the Mortgagor written notice thereof (provided however, liabilitythat if such Clean-Up requires work to be done, costactions to be taken or conditions to be remedied which by their nature cannot be fully done, loss taken or damage remedied, as the case may be, within such thirty (30) day period, then no such failure shall be deemed to have occurred with respect to any such work, actions or remediation so long as the Mortgagor commences performance of any such work, actions or remediation within such thirty (30) day period and thereafter diligently and continuously prosecutes same to completion), the Mortgagee may, in its sole discretion, (i) upon prior written notice to the Mortgagor, cause the Clean-Up of any Hazardous Substance or other Environmental Conditions on, at, under, emanating from, relating to or surrounding the Mortgaged Property; (ii) pay on behalf of the Mortgagor any outstanding amount Losses imposed on the Mortgagor as a result of any Regulatory Actions; (iii) make any other payment or perform any other reasonable act which will prevent a Lien in favor of any Governmental Authority from attaching to the Mortgaged Property; or (iv) pay, on behalf of the Mortgagor, any Losses imposed on the Mortgagor as a result of any Third-Party Claims or any one or more of the foregoing. The costs of such Clean-Up and/or exercise of the remedies hereinabove set forth by the Mortgagee shall be added to the indebtedness under the Agreement (whether or not any court or Governmental Authority has ordered the Clean-Up) and said costs shall become due and payable payable, with interest thereon, at the Default Rate. After the occurrence of an Event of Default hereunder, the Mortgagor shall give the Mortgagee and its employees, agents, contractors and representatives, access to the Mortgaged Property to conduct any Clean-Up that the Mortgagee, in respect its sole discretion, deems appropriate; however, the Mortgagee has no affirmative obligation to conduct any such Clean-Up, and this Mortgage and the Agreement shall not be construed as creating any such obligation or any liability on the part of the Purple Batch Loan agreement;Mortgagee.
(c) Any liability, cost, loss or damage incurred partial exercise by the Company relating Mortgagee of the remedies set forth in Section 8.04(b) hereof, or any partial undertaking on the part of the Mortgagee to cure the failure of the Mortgagor to comply with any Environmental Laws, shall not obligate the Mortgagee to complete the actions taken or require the Mortgagee to expend further sums to cure such noncompliance; nor shall the exercise of any such remedies operate to place upon the Mortgagee any responsibility for the operation, control, care, management or repair of the Mortgaged Property or make the Mortgagee, or be construed to deem the Mortgagee to be, an "owner" or "operator" of the Mortgaged Property within the meaning of or under any Environmental Laws. The Mortgagee, by making any such payment or incurring any such costs, shall be subrogated to any Employee or Worker rights of the Company claiming that the Bonus Scheme is Mortgagor to seek reimbursement from any third parties including, without limitation, a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected predecessor-in-interest to the Bonus Scheme) and gives them any right Mortgagor's title to the Mortgaged Property, who may be a "responsible party" or entitlement to a payment otherwise liable for any period after 31st March 2014 in excess or all of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligationsuch payments or costs under any Environmental Laws, liability (including any liability to tax common law, equity or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiescontract.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: Leasehold Mortgage, Security Agreement, Assignment of Rents and Financing Statement (Dynagen Inc)
Indemnities. 9.1 Each (A) Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against all costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) suffered by or claimed against Landlord, directly or indirectly, based on or arising out of (a) Tenant’s use and occupancy of the Seller Premises or the business conducted by Tenant therein, (b) any negligent or wrongful act or omission of Tenant or any Tenant Party, (c) any breach of Tenant’s obligations under this Lease, including failure to surrender the Premises upon the expiration or earlier termination of the Lease Term, or (d) any entry by Tenant or any Tenant Party upon the Lot prior to the Lease Commencement Date, except in the case of (a), (c) and (d) to the Warrantors extent caused by the negligent or wrongful act or omission of Landlord, its agents or employees. In the event Landlord and/or its managing agent shall, without fault on their part, be made a party(ies) to any litigation commenced by or against Tenant (other than a suit commenced by one party to this Lease against the other), then Tenant shall indemnify the Buyer protect and the Company againsthold them harmless, and shall pay to the Buyer a sum equal toall reasonable costs and expenses and reasonable attorneys’ fees incurred or paid by Landlord and/or its managing agent in connection with such litigation.
(B) Landlord shall indemnify and hold Tenant, its employees and agents harmless from and against all liabilities, costs, expensesdamages, damages claims, liabilities and losses expenses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expensesattorneys’ fees) suffered by or incurred by the Buyer claimed against Tenant, directly or the Company indirectly, based on or arising out of any negligent or wrongful act or omission of Landlord or its agents or employees. In the event Tenant shall, without fault on its part, be made a party to any litigation commenced by or against Landlord (other than a suit commenced by one party to this Lease against the other), then Landlord shall protect and hold them harmless, and shall pay all costs, expenses and reasonable attorneys’ fees incurred or paid by Tenant in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiessuch litigation.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: Lease Agreement (Hubspot Inc)
Indemnities. 9.1 Each (a) Notwithstanding any provisions in the Note or Mortgage or any other instrument evidencing, securing, guaranteeing or executed in connection with the Loan (collectively the “Loan Documents”) limiting or negating Indemnitor’s personal liability, Indemnitor agrees to unconditionally and absolutely indemnify and hold Lender (as defined in Section 12 hereof), its officers, directors, policyholders, employees, agents and attorneys harmless from and against any loss, cost, liability, damage, claim or expense, including attorneys’ fees, suffered or incurred by Lender in connection with the Mortgaged Property at any time, whether before, during or after enforcement of Lender’s rights and remedies upon default under the Loan Documents, under or on account of, or as a result of (i) any Environmental Laws, as that term is defined in Section 13 hereof, (ii) any presence, release, or threat of release of Hazardous Materials, as defined in Section 13 hereof, at, upon, under or within the Mortgaged Property, (iii) the presence of asbestos or asbestos-containing materials, PCB’s, radon gas, urea formaldehyde foam insulation or lead (whether in paint, water, soil, or plaster) at the Mortgaged Property, (iv) any breach of the Seller covenants and warranties made in Section 2 hereof or in Paragraph 39 of the Warrantors Mortgage or in that certain Environmental Certificate (the “Environmental Certificate”) executed in connection with Indemnitor’s application for the Loan, (v) the falsity of any of the representations made in Section 2 hereof or in Paragraph 39 of the Mortgage or in the Environmental Certificate, whether or not caused by Indemnitor or (vi) the failure of Indemnitor to duly perform the obligations or actions set forth in Section 2 hereof and in Paragraph 39 of the Mortgage, including, without limitation, for all parts of this subsection 1(a), with respect to: (A) the imposition by any governmental authority of any lien upon the Mortgaged Property, (B) clean-up costs, (C) liability for personal injury or property damage or damage to the environment, (D) any diminution in the value of the Mortgaged Property and (E) fines, penalties and punitive damages.
(b) Indemnitor further agrees that Lender shall not assume any liability or obligation for loss, damage, fines, penalties, claims or duty to clean up or dispose of wastes or materials on or relating to the Mortgaged Property as a result of any conveyance of title to the Mortgaged Property to the Lender or otherwise or as a result of any inspections or any other actions made or taken by Lender on the Mortgaged Property. Indemnitor agrees to remain fully liable and shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, hold harmless Lender from any costs, expenses, damages clean-up costs, waste disposal costs, litigation costs, fines and losses (penalties, including but not limited to without limitation any directcosts, indirect or consequential losses, loss of profit, loss of reputation and all interestexpenses, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by fines within the Buyer or the Company arising out meaning of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;Environmental Laws.
(c) Any liabilityIndemnitor shall assume the burden and expense of defending Lender, costwith counsel satisfactory to Lender, loss or damage incurred by the Company relating to any Employee or Worker against all legal and administrative proceedings arising out of the Company claiming that occurrences set forth in this Indemnification Agreement. Lender shall have the Bonus Scheme is a contractual right right, but not the obligation, to participate in accordance with their terms the defense of employment any such proceedings. Indemnitor may compromise or engagement with settle any such proceedings without the Company (including without limitation any ongoing obligation consent of Lender only if the claimant agrees as part of the Company compromise or settlement that Lender shall have no responsibility or liability for the payment or discharge of any amount agreed upon or obligation to make payments in accordance with or connected to the Bonus Scheme) and gives them take any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;other action.
(d) Any obligationIndemnitor shall pay when due any judgments against Lender which have been indemnified under this Indemnification Agreement and which are rendered by a final order or decree of a court of competent jurisdiction from which no further appeal may be taken or has been taken within the applicable appeal period. In the event that such payment is not made, liability (including Lender, in its sole discretion, may pay any liability such judgments, in whole or in part, and look to tax Indemnitor for reimbursement pursuant to this Indemnification Agreement, or National Insurance Contributions), cost, loss or damage incurred by the Company relating may proceed to payments made file suit against Indemnitor to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); andcompel such payment.
(e) Any liability, cost, loss It is understood that the presence and/or release of substances referred to in section 1(a) hereof does not pertain to a presence and/or release which first occurs solely after (A) repayment of the Loan in full accordance with the Loan Documents or damage incurred by the Company relating (B) acquisition of title to the sale Mortgaged Property by Lender upon a foreclosure or grant acceptance of licences a deed in lieu of FRACTIONcheck foreclosure and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 surrender of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all possession and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation occupancy of the paymentMortgaged Property by Indemnitor, its agents, affiliates, employees and independent contractors. Indemnitor shall have the Buyer burden of proving that the conditions in this subsection (e) were satisfied by clear and the Company (as the case may beconvincing evidence and shall continue to defend with counsel satisfactory to Lender and shall indemnify and hold Lender harmless for all matters set forth in Section 1(a) is left with the same amount it would have had if the payment was not subject to Taxationhereof, unless and until a court of competent jurisdiction finds that Indemnitor has met such burden.
Appears in 1 contract
Sources: Indemnification Agreement (FSP 303 East Wacker Drive Corp.)
Indemnities. 9.1 Each of the Seller and the Warrantors shall The Provider will indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to Customer against any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or Losses incurred by the Buyer Customer in respect of: any fines or other penalty imposed on the Customer under applicable Laws arising as a result of a breach by the Provider of its obligations under the Agreement; any actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the supply or use of the Equipment or the Company receipt of the benefit of the Services; the Provider's, or any of its Personnel's breach of the Bribery Act 2010; and any fraud or malpractice by the Provider, or any of its Personnel. If the use of the Equipment (including any software installed by the Provider on the Equipment) or receipt of the benefit of the Services infringes or, in the opinion of qualified legal counsel, is likely to infringe the Intellectual Property Rights of any third party, the Provider shall: replace or modify all or part of the Services or Equipment so as to render it non-infringing, provided that it remains functionally equivalent, and reimburse to the Customer all additional costs and expenses the Customer incurs in adapting its systems to be compatible with such replaced or modified Services or Equipment, or procure for the Customer a licence from the relevant third party to continue receiving the Services and using the Equipment. If the Provider is unable to meet its obligations under clause 19.2, this Agreement and the licences granted under clause 20 may be terminated by either Party with immediate effect, without prejudice to the Customer's right to seek further remedies, including damages, for any Loss arising out of such termination. If a payment due from the Provider under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Customer shall be entitled to receive from the Provider such amounts as shall ensure that the net receipt, after tax, to the Customer in respect of the payment is the same as it would have been were the payment not subject to tax. Intellectual Property Rights The Intellectual Property Rights in any documents, materials or works created by the Provider or any of its Personnel in the performance of this Agreement (including any reports provided to the Customer under this Agreement) ("Bespoke Materials") shall be owned by the Customer and shall, at the Commencement Date or (if later) on creation of the rights, vest in the Customer. The Provider assigns and agrees to assign (to the extent such Intellectual Property Rights are not capable of prospective assignment) all such Intellectual Property Rights with full title guarantee to the Customer. The Provider shall procure the irrevocable waiver of all moral rights in the Bespoke Materials to the extent permitted by law. Notwithstanding any other provision of this Agreement, the contents of all Bespoke Materials shall be the Confidential Information of the Customer. The Provider grants to the Customer a non-exclusive, perpetual royalty-free licence (which shall be freely capable of sub-licence) to use the Documentation. The Provider shall, to the extent such consent is required, procure the consent of any third parties to such grant at its own cost. Limitation of Liability This clause 21 sets out the entire liability of the Parties (including any liability for the acts and omissions of their respective Personnel) in respect of all claims arising under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, howsoever arising. Nothing in this Agreement shall limit or exclude the liability of either Party for: death or personal injury resulting from negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; for any repudiation or deliberate breach of this Agreement or any intentionally harmful or negligent act or omission of the Provider; any Losses recoverable by the Customer under any indemnity given by the Provider in this Agreement; the wrongful termination or abandonment of the Agreement by the Provider; or any other matter in respect of which liability cannot by any applicable Law be excluded. Subject to clause 21.1, neither the Customer nor the Provider shall have any liability to each other for: loss of goodwill or injury to reputation; loss of business opportunity; and/or indirect, consequential or special loss or damages, regardless of the form of action, whether in contract, strict liability or tort (including negligence), and regardless of whether the either Party knew or had reason to know of the possibility of the loss, injury, or damage in question. The provisions of clause 21.3 shall not limit the Customer's right to recover from the Provider: additional and/or administrative costs and expenses incurred by the Customer arising from a Default by the Provider including the costs of implementing any work-around in connection with such Default and the additional costs including overtime, related expenses and overheads (including travel, accommodation and wages); for wasted expenditure or charges rendered unnecessary and incurred by the Customer arising from the Default of the Provider; the costs of any third party engaged by the Customer to make good any Default of the Provider; additional costs to maintain the Services or continue supply of the Equipment arising from a Default by the Provider; and for any loss or corruption of data, including costs of rectification, arising out of a Default by the Provider. Subject to clause 21.1, the aggregate liability of the Customer to the Provider in respect of all Losses suffered by the Provider arising out of or in connection with any and all Defaults by the Customer and any and all torts or breaches of statutory duty committed by the Customer (or, as the case may be any officer, employee, sub-contractor or agent of the following matters:
(aCustomer) Any liability in connection with the performance or purported performance of the Customer's obligations shall be limited to Taxation, fine and will in no circumstances whatsoever exceed 100% of total Charges paid or penalty together with any loss, damage or costs arising from or related invoiced and due to be payable under this Agreement during the 12 months prior to the Share for Share Exchange and any need for remedial action event giving rise to the relevant claim under this Agreement. Where the Default occurs in the first 12 months of this Agreement, such amount shall be carried out in respect 100% of the same Charges which have been paid or are payable under this Agreement in order the first 12 months of the Term. Subject to ensure that clause 21.1, the Seller has proper legal and beneficial title aggregate liability of the Provider to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount Customer in respect of all costs and expenses reasonably incurred Losses suffered by the Buyer Customer arising out of or in connection with any and all Defaults by the Company in bringing Provider and any and all torts or breaches of statutory duty committed by the relevant Indemnity Claim; and
Provider (b) any amount necessary to ensure thator, after any Taxation of the payment, the Buyer and the Company (as the case may bebe any officer, employee, sub-contractor or agent of the Provider) is left in connection with the same performance or purported performance of the Provider's obligations shall be limited to and will in no circumstances whatsoever exceed 125% of total Charges paid or invoiced and due to be payable under this Agreement during the 12 months prior to the event giving rise to the relevant claim under this Agreement. Where the Default occurs in the first 12 months of this Agreement, such amount it would shall be 125% of the Charges which have had if been paid or are payable in the payment was not subject to Taxationfirst 12 months of the Term.
Appears in 1 contract
Sources: Framework Agreement
Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability GMI hereby agrees to Taxationindemnify and hold harmless Acquirer, fine VP, PH Capital, and their respective officers, directors, attorneys, accountants and consultants from and against any and all Damages actually suffered or penalty together with paid by any lossof such Persons as a result of the breach of any representation or warranty made by GMI in this Agreement. To the extent that GMI's undertakings set forth in this Section 7.2(a) may be unenforceable, damage or costs arising from or related GMI shall contribute the maximum amount that they are permitted to contribute under applicable law to the Share for Share Exchange payment and satisfaction of all Damages incurred by any need for remedial action Person entitled to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;indemnification hereunder.
(b) Any obligationAcquirer hereby agrees to indemnify and hold harmless GMI, liabilityVP, costPH Capital, loss and their respective officers, directors, attorneys, accountants and consultants against Damages actually suffered or damage relating to paid by any outstanding amount due and payable in respect of such Persons as a result of the Purple Batch Loan agreement;breach of any representation or warranty made by Acquirer in this Agreement. To the extent that Acquirer's undertakings set forth in this Section 7.2(b) may be unenforceable, Acquirer and GMI shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by any Person entitled to indemnification hereunder.
(c) Any liabilityPerson seeking indemnification under this Article VII (an "Indemnified Party") shall give each Party from whom indemnification is being sought (each, costan "Indemnifying Party") notice of any matter for which such Indemnified Party is seeking indemnification, loss stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or damage incurred arises. The obligations of an Indemnifying Party under this Article VII with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Article VII (collectively, "Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive, after the Closing Date, initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Company relating to any Employee or Worker Indemnified Party of the Company claiming such notice; provided, however, that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue provide such timely notice shall not release the Indemnifying Party from any of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim its obligations under 9.1 above this Article VII except to the extent set out the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in column 2 the reasonable judgment of Schedule 1.
9.3 the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with respect the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and any cost, loss information in the Indemnified Party's possession or damage under the Indemnified Party's control relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made thereto as is reasonably required by the Seller Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and / make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Warrantors Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of an Indemnity such Third Party Claim shall include:
or (aii) an amount settle or compromise any Third Party Claim in respect of all costs and expenses reasonably incurred any manner that may adversely affect the Indemnified Party. No Third Party Claim which is being defended in good faith by the Buyer and Indemnifying Party or which is being defended by the Company Indemnified Party as provided above in bringing this Section 7.2(c) shall be settled by the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation Indemnified Party without the written consent of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to TaxationIndemnifying Party.
Appears in 1 contract
Sources: Stock Exchange Agreement (American Pulp Exchange Inc)
Indemnities. 9.1 Each of the Seller a. ▇▇▇▇ agrees to indemnify and the Warrantors shall indemnify the Buyer and the Company againsthold harmless CLIENT from, and shall pay to the Buyer a sum equal toreimburse CLIENT for, any and all claims, demands, losses, causes of action, damages, lawsuits, judgments, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss expenses arising as a result of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him INGU of his its obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies under the Buyer with respect to all Contract and any costthese Standard Service Terms and Conditions, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary infringement of any patent, copyright, trademark, trade secret or other proprietary rights as a result of INGU providing the Services.
b. CLIENT agrees to ensure thatindemnify and hold harmless INGU from, after and reimburse INGU for, any Taxation and all claims, demands, losses, causes of action, damages, lawsuits, judgments, liabilities, costs, and expenses arising as a result of (a) any breach by CLIENT of its obligations under the Contract and these Standard Service Terms and Conditions, (b) any material supplied by CLIENT to INGU and used as expressly authorized by CLIENT, (c) any rights or licenses granted by CLIENT to INGU, and (d) any infringement of any patent, copyright, trademark, trade secret or other proprietary rights as a result of INGU’s compliance with CLIENT's designs, specifications or instructions or inclusion in a deliverable of any material provided by or through CLIENT.
c. The Party seeking indemnification (the "Indemnified Party") agrees the obligation of other Party (the "Indemnifying Party") to indemnify is conditioned upon the following:
i. The Indemnified Party shall notify the Indemnifying Party in writing promptly but no later than thirty (30) calendar days from the date the Indemnified Party knew or should have known of the paymentpotential of any claim, action or demand for which indemnity is claimed;
ii. The Indemnifying Party, at its option, shall have complete control of the Buyer defense and all negotiations for any settlement of any claim, action or demand for which indemnity is claimed; no settlement or compromise of an indemnified claim shall be made without the Company (written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned, or delayed; and
iii. The Indemnified Party shall provide the Indemnifying Party with reasonable cooperation in the defense and settlement process as the case Indemnifying Party may be) is left request. The Indemnified Party shall have the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense. The Indemnified Party may assume sole control of its defense, at the same amount it would have had Indemnifying Party’s expense, if the payment was not subject Indemnifying Party fails or refuses to Taxationdefend the Indemnified Party or, if having agreed to defend the Indemnifying Party, fails to do so vigorously.
Appears in 1 contract
Sources: Standard Service Agreement
Indemnities. 9.1 Each of the Seller and the Warrantors
40.1 RG Facilities shall indemnify and save harmless the Buyer City, its servants, agents, successors and the Company againstassigns from any and all manner of actions, and shall pay to the Buyer a sum equal tocauses of action, all liabilitiessuits, damages, loss, costs, expensesbuilders’ liens, damages claims, and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising demands which arise out of or in connection with any and to the extent of the following mattersany:
(a) Any liability to Taxationthe negligence or wrongful acts or omissions of RG Facilities or its directors, fine or penalty together with any lossofficers, damage or costs arising from or related to the Share for Share Exchange employees, agents, contractors, licensees and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)invitees; and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; andor
(b) any amount necessary breach, violation or non-performance of any covenant, condition or agreement in this Operating Agreement that is required to ensure thatbe fulfilled, after kept, observed and performed by RG Facilities.
40.2 No provision of this Operating Agreement shall require RG Facilities to indemnify the City against any Taxation actions, causes of action, suits, claims or demands for damages arising out of the paymentbreach of this Operating Agreement by the City, or the Buyer negligence or wrongful acts or omissions of the City, its directors, officers, servants, agents or employees.
40.3 The City shall indemnify, defend and hold harmless RG Facilities and its officers, directors, employees, successors and assigns from and against all manner of actions, causes of action, suits, damages, loss, costs, claims and demands arising out of any personal injury, including death resulting therefrom, or property damage occurring in connection with the City’s use of the Victoria Centre Facility during Community Use Time, provided that the City’s obligation under this section shall not require the City to indemnify RG Facilities or its officers, directors, employees, successors and assigns against any actions, causes of action, suits, claims or demands for damages arising out of a breach of the provisions of this Operating Agreement by RG Facilities, or the negligence or wrongful acts or omissions of RG Facilities, its officers, directors, employees, servants, agents or contractors, unless the said officers, directors, employees, servants, agents or contractors are acting under the direct supervision and control of the City at the time of the occurrence.
40.4 The obligations of RG Facilities and the Company (as City to indemnify under this Part with respect to liability by reason of any matter arising prior to the case may be) is left with end of the same amount it would have had if the payment was not subject to TaxationTerm, shall survive any termination of this Operating Agreement.
Appears in 1 contract
Sources: Operating Agreement
Indemnities. 9.1 (a) Each of party will indemnify, pay the Seller and the Warrantors shall indemnify the Buyer and the Company againstdefense costs of, and shall pay to hold the Buyer a sum equal toother party, and its successors, officers, directors and employees harmless from any and all liabilitiesactions, causes of action, claims, demands, costs, expensesliabilities, expenses and damages and losses (including but not limited reasonable attorneys’ fees) to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or extent they arise in connection with any the indemnifying party’s breach of its representations and warranties in this Agreement or the following matters:
indemnifying party’s acts, omissions or misrepresentations, provided that (a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related prompt notice is given to the Share for Share Exchange and indemnifying party of any need for remedial action claim to be carried out in respect which the foregoing indemnity relates; (b) the indemnifying party may assume control of the same defense and settlement of any such claim; (c) the indemnified party affords the other party reasonable assistance, at the indemnifying party’s expense, in order the defense or settlement of the claim; and (d) the indemnified party has the right, but not an obligation, to ensure that the Seller has proper legal and beneficial title to the Sale Shares;associate and/or participate in its defense at its own expense.
(b) Any obligationWeave will indemnify, liabilitypay the defense costs of, costand hold Reseller, loss and its successors, officers, directors and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including reasonable attorneys’ fees) to the extent they arise in connection with allegations that any Product or damage relating Service infringes, misappropriates or otherwise violates any copyright, trademark, trade secret or other proprietary, intellectual property or contractual right of any third party, provided that (a) prompt notice is given to the indemnifying party of any outstanding amount due and payable in respect claim to which the foregoing indemnity relates; (b) the indemnifying party may assume control of the Purple Batch Loan agreement;
defense and settlement of any such claim; (c) Any liabilitythe indemnified party affords the other party reasonable assistance, costat the indemnifying party’s expense, loss in the defense or damage incurred by the Company relating to any Employee or Worker settlement of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) claim; and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any the indemnified party has the right, but not an obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesassociate and/or participate in its defense at its own expense.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: Reseller Agreement
Indemnities. 9.1 Each of the Seller The Issuer hereby agrees to indemnify and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇hold ▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies and its agents, partners, affiliates and controlling persons, and each of their respective officers, directors, and employees (collectively, the Buyer "Merrill Indemnified Participants") harmless from and against any and all expenses (including without limitation reasonable attorneys' fees and disbursements), losses, claims, damages or liabilities (collectively, "Liabilities") which are incurred by the Merrill Indemnified Participants or any of them, caused by, or in any way resulting from or relating to, (i) the Issuer's failure to carry out any or all of its obligations under this Agreement or the breach of any of the representations, warranties, covenants or agreements of the Issuer set forth in this Agreement, including without limitation, in connection with respect to all and the exercise of the Call Options or any costassignment in connection with the exercise of the Call Options, loss or damage relating to a breach by him (ii) any obligations of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Stevens hereby indemnifies to, in whole or in part, disgorge, or reimburse any party or entity for, payments received by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and paid to the Buyer with respect Issuer prior to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors Effective Date in respect of an Indemnity Claim shall include:
the Assigned Interests (apursuant to Section 3(c) an amount or otherwise) except to the extent that such Liabilities or expenses are found in respect a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the willful misconduct or willful misfeasance, gross negligence, bad faith, fraud or criminal conduct of such ▇▇▇▇▇▇▇ ▇▇▇▇▇ Indemnified Participants or from the reckless disregard of its, his or her obligations and duties under this Agreement. The Issuer hereby agrees to indemnify and hold the Collateral Manager and its agents, partners, affiliates and controlling persons, and each of their respective officers, directors, and employees (collectively, the "CM Indemnified Participants") harmless from and against any and all costs and expenses reasonably Liabilities which are incurred by the Buyer CM Indemnified Participants or any of them, caused by, or in any way resulting from or relating to, the Issuer's failure to carry out any or all of its obligations under this Agreement or the breach of any of the representations, warranties, covenants or agreements of the Issuer set forth in this Agreement, including without limitation, in connection with the exercise of the Call Options or any assignment in connection with the exercise of the Call Options, except to the extent that such Liabilities or expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the gross negligence, bad faith or willful misconduct of such CM Indemnified Participants. The Collateral Manager hereby agrees to indemnify and hold the Merrill Indemnified Participants and the Company Issuer and its agents, partners, affiliates and controlling persons, and each of their respective officers, directors, and employees (collectively, the "Issuer Indemnified Participants" and, together with the Merrill Indemnified Participants, the "Indemnified Participants") harmless from and against any and all Liabilities which are incurred by the Indemnified Participants or any of them, including but not limited to reasonable attorneys' fees and expenses, caused by, or in bringing the relevant Indemnity Claim; and
any way resulting from or relating to (bi) any amount necessary to ensure that, after breach by the Collateral Manager of any Taxation of its obligations hereunder and (ii) the failure of any of the paymentrepresentations or warranties of the Collateral Manager set forth herein to be true when made or when deemed made or repeated, except to the Buyer and extent that such Liabilities or expenses are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationgross negligence, bad faith or willful misconduct of such Indemnified Participants.
Appears in 1 contract
Indemnities. 9.1 Each 17.1 The indemnities contained in this clause 17 and any other indemnities granted by the Supplier to the Met Office under this Contract shall not be subject to the limitations of liability set out in the Seller and the Warrantors Commercial Terms and/or in clause 19 of these General Terms.
17.2 The Supplier shall indemnify on demand, defend and hold harmless the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to Met Office against any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) Losses suffered or incurred by the Buyer or the Company arising out Met Office as a result of or in connection with with:
17.2.1 damage to real or personal property, including to any Premises and/or Government Sites (including where necessary all costs of replacement or reinstatement) and any loss of use of any property caused by an act or omission of the following matters:Supplier and/or the Supplier Personnel;
(a) Any liability 17.2.2 death of, or personal injury to, any person caused by an act or omission of the Supplier and/or the Supplier Personnel;
17.2.3 any breach by the Supplier of its obligations pursuant to Taxationclauses 12 and 15 of these General Terms;
17.2.4 any damage to or loss, corruption or unlawful or unauthorised disclosure of Data arising from any negligent act or omission of the Supplier and/or the Supplier Personnel;
17.2.5 any fine or penalty together with imposed on the Met Office by a Regulatory Body as a result of an act or omission of the Supplier and/or the Supplier Personnel;
17.2.6 any lossclaim made against the Met Office for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, damage or in connection with, the supply or use of the Services ("IPR Claim"); and
17.2.7 any interest, penalties or costs arising from incurred, that is levied, demanded or related to assessed on the Share for Share Exchange and Met Office at any need for remedial action to be carried out time in respect of the same in order Supplier's failure to ensure that the Seller has proper legal and beneficial title account for or to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to pay any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company VAT relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck Supplier under this Contract and / or ImagePro software to third parties.
9.2 The Warrantors any or all Orders. Any amounts due under this clause shall be severally liable to any Claim under 9.1 above paid in cleared funds by the Supplier to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies Met Office not less than five (5) Business Days before the Buyer with respect to all and any cost, loss date upon which the tax or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made other liability is payable by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to TaxationMet Office.
Appears in 1 contract
Indemnities. 9.1 Each Whether or not the transactions contemplated hereby shall ----------- be consummated, the Borrower agrees to indemnify, pay and hold the Bank, and the shareholders, officers, directors, employees and agents of the Seller Bank ("Indemnified Person"), harmless from and against any and all claims, --------------------- liabilities, losses, damages, costs and expenses (whether or not any of the Warrantors shall indemnify foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' fees and costs (including, without limitation, the Buyer reasonable estimate of the allocated cost of in-house legal counsel and the Company againststaff) and costs of investigation, and shall pay document production, attendance at a deposition, or other discovery, prior to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss assumption of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred defense by the Buyer Borrower, with respect to or the Company arising out of any proposed acquisition by the Borrower or in connection with any of the following matters:
(a) Any liability to Taxation, fine its Subsidiaries of any Person or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company securities (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributionsself-tender), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (this Agreement or any other relevant legislation use of proceeds hereunder, or regulationany claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the "Indemnified Liabilities"); and
(e) Any liability, cost, loss or damage incurred by provided that ----------------------- the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors Borrower shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer have no obligation hereunder with respect to all Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnified Persons. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within thirty (30) days of the Bank being notified in writing of any such claim or the commencement of such action, suit or proceeding, and any costthe Borrower will assume the defense of such action, loss suit or damage relating to a breach proceeding, employing counsel selected by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any costBorrower's insurance carrier, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made selected by the Seller Borrower and / or reasonably satisfactory to the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs Indemnified Person, and pay the fees and expenses reasonably incurred by the Buyer of such counsel. This covenant shall survive termination of this Agreement and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation payment of the payment, the Buyer and the Company outstanding Revolving Note for a period of six (as the case may be6) is left with the same amount it would have had if the payment was not subject to Taxationyears.
Appears in 1 contract
Indemnities. 9.1 Each 11.1 From and after the Closing Date, the Sellers shall indemnify, defend and hold harmless the Acquiring Party, the Purchaser and the Companies in euros in cash from and against any all Losses they may suffer, sustain or [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Seller and the Warrantors shall indemnify the Buyer and the Company againstSecurities Exchange Act of 1934, and shall pay to the Buyer a sum equal as amended. become subject to, all liabilitiesin each case through and after the date of a Claim for indemnification, costsin respect of, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following mattersresulting from:
(a) Any liability to Taxation, fine any and all Taxes of or penalty together with imposed on any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (i) for any and all Tax years or Tax periods ending on or before the Closing Date and (ii) for any other relevant legislation taxable year or regulation); and
(e) Any liability, cost, loss or damage incurred by period that includes but does not end on the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above Closing Date to the extent set out such Taxes relate to that part of such year or period on or prior to the Closing Date, it being understood that the Sellers’ indemnification obligations under this paragraph 11.1(a) do not extend to the contingent liabilities referred to in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
Disclosure Letter under paragraph (a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claimd); and
(b) any amount necessary to ensure that, after and all liabilities of any Taxation of the paymentCompanies for any and all pension contributions relating to periods prior to or ending on the Closing Date.
11.2 The limitations included in Clause 10, shall not apply to any Claim under this Clause 11 (each such Claim an “Indemnity Claim”), provided that the Buyer Sellers’ liability for any and all Claims, including Indemnity Claims shall be limited to an amount equal to the Company (as Upfront Cash Amount.
11.3 Any Indemnity Claims are subject to a limitation period of [ * ] following the case may be) is left Closing Date, provided that any Indemnity Claim with respect to Taxes shall terminate 6 months after the expiry of the statutory limitation period for the assessment of liability with respect to relevant Taxes.
11.4 In the event that the Acquiring Party or the Purchaser for the same amount it would have had if matter is entitled to both claim under the Sellers’ Representations and Warranties and under Clause 11, nothing in this Agreement limits the Acquiring Party or the Purchaser in such choice. Neither the Acquiring Party nor the Purchaser is entitled to recover more than once from any Seller in respect of any one matter giving rise to an obligation of the Sellers to provide indemnification to the Acquiring Party or the Purchaser hereunder.
11.5 For the avoidance of doubt any indemnification obligation of the Sellers shall, unless the Acquiring Party or the Purchaser otherwise elects, be satisfied only by payment was of euros in cash and not subject by redelivery of shares of Purchaser’s common stock to Taxationthe Acquiring Party or the Purchaser, as Sellers may be directed at such time.
Appears in 1 contract
Indemnities. 9.1 Each of the Seller Loan Party agrees to indemnify, pay, and hold each Agent Party and each Lender and its respective Affiliates and the Warrantors shall indemnify respective partners, officers, directors, employees, agents, attorneys, advisors and representatives of each Lender and its respective Affiliates (the Buyer “Indemnitees”) harmless from and the Company against, against any and shall pay to the Buyer a sum equal to, all liabilities, costsobligations, expenses, damages and losses (including but not limited reasonable fees of attorneys and consultants), damages, penalties, actions, judgments, suits and claims of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of Administrative Agent and each Lender being a party to any direct, indirect this Agreement or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or otherwise in connection with this Agreement, any of the following matters:
other Loan Documents or any of the transactions contemplated hereby or thereby; provided that (aA) Any liability in the absence of a conflict of interest, the Loan Parties shall only be required to Taxation, fine or penalty together with any loss, damage or costs arising from or related pay the fees and expenses of one law firm for Administrative Agent and the Lenders (in addition to the Share expenses of local and special counsel for Share Exchange Administrative Agent and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus SchemeLenders) and gives them any right or entitlement (B) the Loan Parties shall have no obligation to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer an Indemnitee hereunder with respect to all liabilities arising from the gross negligence, willful misconduct of, or breach of any Loan Document by, that Indemnitee, in each such case as determined by a final non appealable judgment of a court of competent jurisdiction. To the fullest extent permitted by Applicable Law, Borrower shall not assert, and hereby waives, any costclaim against any Indemnitee, loss on any theory of liability, for special, indirect, consequential or damage relating punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a breach by him result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any costCredit, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation use of the paymentproceeds thereof. No Indemnitee referred to in this paragraph shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the Buyer other Loan Documents or the transactions contemplated hereby or thereby. This Subsection 9.1 and all indemnification provisions contained within any other Loan Document shall survive the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationtermination of this Agreement.
Appears in 1 contract
Indemnities. 9.1 Each In no event shall we or any EX+ Service Provider be liable for any act, omission, error of judgment, or loss suffered by you in connection with this User Agreement or your use or attempted use of EX+ or the Seller EX+. You agree to indemnify and the Warrantors shall indemnify the Buyer hold us and the Company against, and shall pay to the Buyer a sum equal to, all EX+ Service Providers harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, damages and losses expenses (including but not limited to reasonable attorneys’ fees), claims, disbursements or actions of any direct, indirect or consequential losses, loss of profit, loss of reputation kind and all interest, penalties and legal costs and all other reasonable professional costs and expensesinjury (including death) suffered or incurred by the Buyer or the Company arising out of or in connection with relating to your use of EX+, the EX+, or our and any EX+ Service Providers’ performance or nonperformance of the following matters:
(a) Any liability duties to Taxationyou. If you are a California resident, fine you waive California Civil Code Section 1542, which states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTIVE THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY HIS OR HER SETTLEMENT WITH THE DEBTOR.” If you are a resident of another jurisdiction, you waive any comparable statute or penalty together with doctrine. Legal Costs You agree to indemnify us and any lossEX+ Service Provider for actual, damage or reasonable legal costs arising from or and expenses directly related to the Share your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of EX+. As a result, we will be entitled to charge your EX+ Account for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper such costs without notice, including legal and beneficial title enforcement related costs that we incur. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account, and will pay you the remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of said account until the matter is resolved. We will provide copies of all invoices on request. Entire Agreement This User Agreement, our Privacy Policy, our API Agreement, Custody Agreement, and our Market Data Agreement, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and E-Karat International Limited as to the Sale Shares;
(b) Any obligationsubject matter hereof, liabilityand supersede any and all prior discussions, costagreements, loss or damage relating to and understandings of any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company kind (including without limitation any ongoing obligation prior versions of this User Agreement), as well as every nature between and among you and us. Separately Negotiated Arrangements From time to time, we may, subject to Applicable Laws and Regulations and as determined by us in our sole discretion, enter into separately negotiated arrangements with certain EX+ Customers pursuant to a confidential side letter or similar agreement that supplements certain of the Company economic or other terms of this User Agreement, in each case solely as applicable to make payments in accordance that EX+ Customer’s relationship with and use of EX+. Such arrangements may involve, among other matters: (i) different incentives, including, but not limited to, different economic, funding, and/or fee terms, or connected other payments; (ii) the ability to receive additional or customized market information not generally available to other EX+ Customers (subject to the Bonus Schemeterms of the EX+ API Agreement); (iii) preferred access to EX+ customer service resources; (iv) an agreement to permit representatives of such EX+ Customer to serve on any customer representative bodies or advisory committees that we may form; or (v) an agreement to provide such EX+ Customer with incentives, including, but not limited to, different economic, funding, and/or fee terms, or other payments, in connection with their creation, holding, and/or use of the EX+. Any such separately negotiated arrangements will be entered into based on factors or considerations determined by us to be relevant in our sole discretion, and gives them arrangements or terms offered to one EX+ Customer generally are not available to all, or even any, other EX+ Customers. Examples of factors we may consider in deciding whether to negotiate customized terms via a confidential side letter or similar agreement include, but are not limited to: (i) whether a EX+ Customer plans to or is expected to conduct a significant or high volume of trading activity on our Exchange, or (ii) whether a EX+ Customer is subject to specific and unique legal, tax, or regulatory obligations or requirements. You agree and understand that you nor any other EX+ Customer shall have any right or entitlement to legal recourse against us or any EX+ Customer that receives additional or different rights or terms as a payment for any period after 31st March 2014 in excess result of a separately negotiated arrangement. You further agree and understand that the validity of or enforceability of the bonus scheme operated terms and conditions of this User Agreement entered into by and between you and E-Karat International Limited, shall not be affected by the Buyer in equivalent business at existence of or the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company terms and conditions of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and separately negotiated arrangement with any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesEX+ Customer.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: User Agreement
Indemnities. 9.1 Each of the Seller (a) Lessor shall indemnify, defend and the Warrantors shall indemnify the Buyer hold harmless Lessee, its officers, agents, employees, parents, subsidiaries and the Company againstaffiliate organizations, from and shall pay to the Buyer a sum equal toagainst any claims, all liabilitiessuites, loss, costs, expenses, damages and losses (including attorneys' fees and disbursements and cleanup coast), damages, expenses and liabilities, including claims by reason of property damage or personal injury (including death) of whatsoever nature against them individually or collectively (collectively referred to as "Claims") arising out of the ownership or maintenance of the Demised Premises by lessor (to the extent such maintenance by Lessor is required hereunder) or to the extent the same results from lessor's actions or in actions arising from any acts, incidents, events, occurrences, or omissions which occurred or took place prior to the effective date of this Lease including, but not limited to, those related to ownership, tenancy, possession, construction, operation, or use by Lessor or any directother party of the Demised Premises or which result in pollution, indirect contamination or consequential losses, loss of profit, loss of reputation seepage and all interestmaters relating to environmental waste disposal laws, penalties regulations, or issues, other than Claims relating to the gross negligence or willful misconduct of Lessee, its officers, agents, employees, parents, subsidiaries and legal costs affiliate organizations. This provision shall survive any termination or expiration of this Lease.
(b) Lessee shall indemnify, defend and hold harmless Lessor, its officers, agents, employees, parent, subsidiaries and affiliate organizations, from and against any and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company Claims arising out of the use or maintenance of the Demised Premises by Lessee, its officers, agents, employees, parents, subsidiaries and affiliate organizations and the exercise by Lessee of enjoyment of the privileges herein granted or by reason of any act or omission of Lessee, its officers, agents, employees, parents, subsidiaries and affiliate organizations, from or in connection with any this Lease, other than Claims arising from the gross negligence or willful misconduct of Lessor and other lessees of the following matters:
(a) Any liability to TaxationDemised Premises and their respective officers, fine agents, employees, parents, subsidiaries and affiliate organizations. This provision shall survive any termination or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect expiration of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesthis Lease.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Indemnities. 9.1 Each The Tenant agrees to protect, defend (following timely notice and with counsel reasonably approved by the Landlord), indemnify and save the Landlord harmless from and against any and all claims, losses and liabilities arising (i) from the conduct or management of or from any work or thing whatsoever done in the Premises during the Term and from any condition existing, or any injury to or death of persons or damage to property occurring or resulting from an occurrence, during the Term in the Premises; (ii) from any breach or default on the part of the Seller Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to the terms of this Lease or; and (iii) from any willful misconduct or negligent act or omission outside of the Warrantors shall Premises, but in the Building or on the Property on the part of the Tenant or any of its agents, employees, subtenants, licensees or invitees. The Tenant further agrees to indemnify the Buyer Landlord from and the Company against, and shall pay to the Buyer a sum equal to, against all liabilities, costs, expenses, damages and losses expenses (including but not limited to reasonable attorneys' fees) and other liabilities incurred in connection with any directsuch indemnified claim or action or proceeding brought thereon, indirect or consequential losses, loss of profit, loss of reputation any and all interestof which, penalties and legal costs and all other reasonable professional costs and expenses) suffered if reasonably suffered, paid or incurred by the Buyer Landlord, the Tenant shall pay promptly upon demand to the Landlord as Additional Rent. The Landlord agrees to protect, defend (following timely notice and with counsel reasonably approved by the Tenant), indemnify and save the Tenant harmless from and against any and all claims, losses and liabilities arising (i) from any negligence or willful misconduct on the Company arising out part of the Landlord, its employees or agents in connection with operation or management of the Property or Building; and (ii) the negligence or willful misconduct of the Landlord, its employees, agents or contractors on the Property or in or about the Building. The Landlord further agrees to indemnify the Tenant from and against all costs, expenses (including reasonable attorneys' fees) and other liabilities incurred in connection with any such indemnified claim or action or proceeding brought thereon, any and all of the following matters:
(a) Any liability to Taxationwhich, fine if reasonably suffered, paid or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of Tenant, the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected Landlord shall pay promptly upon demand to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesTenant.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: Lease Agreement (Cross a T Co)
Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company againstLoan Party agrees to indemnify, pay, and shall pay to hold each Agent Party, each Lender, and each Related Party of any Lender (the Buyer a sum equal to, “Indemnitees”) harmless from and against any and all liabilities, costsobligations, expenses, damages and losses (including but not limited reasonable fees of attorneys and consultants), damages, penalties, actions, judgments, suits and claims of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of Administrative Agent and each Lender being a party to any direct, indirect this Agreement or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or otherwise in connection with this Agreement, any of the following matters:
(a) Any liability to Taxation, fine other Loan Documents or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure transactions contemplated hereby or thereby; provided, that the Seller has proper legal and beneficial title Loan Parties shall have no obligation to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer an Indemnitee hereunder with respect to all liabilities arising from the gross negligence, willful misconduct of, or breach of any Loan Document by, that Indemnitee, in each such case as determined by a final non appealable judgment of a court of competent jurisdiction. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any costclaim against any Indemnitee, loss on any theory of liability, for special, indirect, consequential or damage relating punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk result of, this Agreement, any other Loan Document or any agreement or instrument contemplated thereby, the transactions contemplated hereby indemnifies the Buyer with respect to all and or thereby, any costLoan, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation use of the paymentproceeds thereof. No Indemnitee referred to in this paragraph shall be liable for any damages arising from the use by unintended recipients of any information or any materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the Buyer other Loan Documents or the transactions contemplated hereby or thereby. This Subsection 9.1 and all indemnification provisions contained within any other Loan Document shall survive the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.termination of this Agreement. Amended and Restated Credit Agreement/Shenandoah Telecommunications Company
Appears in 1 contract
Sources: Credit Agreement (Shenandoah Telecommunications Co/Va/)
Indemnities. 9.1 Each The Corporation hereby covenants and agrees to protect, indemnify and hold harmless the Agent and its directors, officers, employees, solicitors and agents and each of the Seller other dealers appointed by the Agent and their respective directors, officers, employees, solicitors and agents (individually, an “Indemnified Party” and, collectively, the Warrantors shall indemnify the Buyer “Indemnified Parties”) from and the Company againstagainst all losses (except for loss of profits), and shall pay to the Buyer a sum equal toclaims, all liabilitiesexpenses, costs, expensesdamages or liabilities, damages and losses whether joint or several (including but not limited to the aggregate amount paid in reasonable settlement of any directactions, indirect suits, proceedings or consequential losses, loss claims) which they may suffer or incur by reason of profit, loss the performance of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or services rendered in connection with any of the following mattersOffering, caused by or arising directly or indirectly by reason of:
(a) Any liability to Taxation, fine or penalty together the Corporation not complying with any loss, damage requirement of Canadian Securities Laws or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Sharesregulatory requirements;
(b) Any obligationany breach of or default under any representation, liabilitywarranty, cost, loss covenant or damage relating to any outstanding amount due and payable in respect agreement of the Purple Batch Loan agreementCorporation set out herein or any other document to be delivered pursuant hereto, or the Corporation’s failure to comply with any of its obligations hereunder;
(c) Any liabilityor any legal proceedings involving the Corporation provided that the Corporation shall not be liable under this Section 12 to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, expense, cost, loss damage or damage incurred liability resulted from any act or failure to act undertaken or omitted to be undertaken by the Company relating Agent through its bad faith, negligence or wilful misconduct. If any action or claim shall be asserted against an Indemnified Party in respect of which indemnity may be sought from the Corporation pursuant to the provisions hereof, or if any Employee or Worker potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the Company claiming nature of such action or claim (provided that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions so notify shall not affect the Corporation’s liability under this paragraph unless such delay has prejudiced the defence to such claim). The Corporation shall be entitled but not obliged to participate in or assume the defence thereof, provided, however that the defence shall be through legal counsel acceptable to the Indemnified Party, acting reasonably and without undue delay. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and participate in the defence thereof, and the fees and expense of such counsel shall be borne by virtue the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Corporation; (ii) the Indemnified Party has been advised by counsel acceptable to the Corporation, acting reasonably, that representation of the Companies A▇▇ ▇▇▇▇ Corporation and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them; (iii) the Corporation has failed within a reasonable time after receipt of such written notice to assume the defence of such action or claim; or (iv) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those defences available to the Corporation. It is understood and agreed that the Corporation shall not, in connection with any suit in the same jurisdiction, be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Parties. Neither party shall effect any settlement of any such action or claim or make any admission of liability without the written consent of the other party, such consent not to be unreasonably withheld or delayed. The indemnity hereby provided for shall remain in full force and effect and shall not be limited to or affected by any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors indemnity in respect of an Indemnity Claim shall include:
(a) an amount any matters specified in respect of all costs and expenses reasonably incurred this section obtained by the Buyer Indemnified Party from any other person. To the extent that any Indemnified Party is not a party to this Agreement, the Agent shall obtain and hold the Company right and benefit of this section in bringing trust for and on behalf of such Indemnified Party. The Corporation hereby waives any right that it may have of first requiring the relevant Indemnity Claim; and
(b) Indemnified Party to proceed against or enforce any amount necessary other right, power, remedy or security or claim payment from any other person before claiming under this Section 12 as well as any right to ensure that, after contribution which it may have against the Indemnified Party. The Corporation hereby consents to personal jurisdiction and service and venue in any Taxation court in which any claim which is subject to indemnification hereunder is brought against the Agent or any Indemnified Party and to the assignment of the payment, benefit of this section to any Indemnified Party for the Buyer and purpose of enforcement provided that nothing herein shall limit the Company (as Corporation’s right or ability to contest the case may be) is left with appropriate jurisdiction or forum for the same amount it would have had if the payment was not subject to Taxationdetermination of any such claims.
Appears in 1 contract
Indemnities. 9.1 Each (a) Intellectual Property Indemnity - MOBETIZE shall defend or settle any claim made or any suit or proceeding brought against Licensee insofar as such claim, suit or proceeding is based on an allegation that any of the Seller Deliverables, Customization and Software Module Development supplied to Licensee pursuant to this Agreement infringes the Warrantors proprietary and intellectual property rights of any third party in or to any invention, patent, copyright or any other rights, provided that Licensee shall notify MOBETIZE in writing promptly after the claim, suit or proceeding is known to Licensee and shall give MOBETIZE information and such assistance as is reasonable in the circumstances. MOBETIZE shall have sole authority to defend or settle the same at MOBETIZE's expense. MOBETIZE shall indemnify the Buyer and the Company againsthold Licensee and its affiliates and each of their directors, officers, employees, and agents harmless from and against any and all such claims and shall pay to the Buyer a sum equal to, all liabilities, losses, costs, expensespenalties, damages damages, expenses and losses costs (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs fees and expenses) suffered which Licensee, its affiliates, or incurred any of their respective directors, officers, employees or agents may incur or suffer as a result of such claim, suit or proceeding. This indemnity does not extend to any claim, suit or proceeding based upon any infringement or alleged infringement of copyright by the Buyer combination of the Software with other software not under license by MOBETIZE pursuant to the terms hereof nor does it extend to any Software altered by Licensee either by enhancement or by combination with product(s) of the Company arising out Licensee's design or formula. The foregoing states the entire liability of or in connection with MOBETIZE for proprietary and intellectual proprietary rights infringement related to the Software. If any of the following matters:
Deliverables , Customization and/or Software Module Development in any claim, suit or proceeding is held to infringe any proprietary or intellectual property rights of any third party and the use thereof is enjoined or, in the case of settlement as referred to above, prohibited, MOBETIZE shall have the option, at its own expense, to either (ai) Any liability obtain for Licensee the right to Taxationcontinue using the infringing item, fine or penalty together with any loss, damage (ii) replace the infringing item or costs arising from modify it so that it becomes non-infringing; provided that no such replacement or related to modification shall diminish the Share for Share Exchange and any need for remedial action to be carried out in respect performance of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;Software.
(b) Any obligationMOBETIZE shall indemnify defend and hold harmless Licensee and its Affiliates and its officers, liabilitydirectors, costemployees, loss or damage relating to and agents, harmless from any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred Claims by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer parties with respect to all and any costdamage to tangible property, loss personal injury or damage relating to a breach death caused by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss MOBETIZE's negligence or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.willful
Appears in 1 contract
Sources: Software Application License, Customization Development and Service Level Agreement
Indemnities. 9.1 Each of the Seller (a) US Borrowers agree, jointly and the Warrantors shall indemnify the Buyer and the Company againstseverally, to indemnify, pay, and shall pay to hold US Agent, Collateral Agent, each US Lender, each US L/C Issuer and their respective officers, directors, employees, agents, and attorneys (the Buyer a sum equal to, “US Indemnitees”) harmless from and against any and all liabilities, costsobligations, expenseslosses, damages damages, penalties, actions, judgments, suits, claims, costs and losses expenses (including but not limited all reasonable fees and expenses of counsel to such US Indemnitees) of any directkind or nature whatsoever that may be imposed on, indirect incurred by, or consequential losses, loss asserted against the US Indemnitees as a result of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer such US Indemnitees being a party to this Agreement or the Company arising out of transactions consummated pursuant to this Agreement or in connection with otherwise relating to any of the following matters:
(a) Any liability Related Transactions; provided, that US Borrowers shall have no obligation to Taxation, fine or penalty together a US Indemnitee hereunder with any loss, damage or costs arising from or related respect to liabilities to the Share for Share Exchange extent resulting from the gross negligence or willful misconduct of that US Indemnitee as determined by a court of competent jurisdiction. If and any need for remedial action to be carried out in respect of the same in order to ensure extent that the Seller has proper legal and beneficial title foregoing undertaking may be unenforceable for any reason, US Borrowers agree to make the maximum contribution to the Sale Shares;payment and satisfaction thereof which is permissible under applicable law.
(b) Any obligationNetherlands Borrowers agree, liabilityjointly and severally, costto indemnify, loss pay, and hold Netherlands Agent, Netherlands Security Trustee, each Netherlands Lender, each Netherlands L/C Issuer and their respective officers, directors, employees, agents, and attorneys (the “Netherlands Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Netherlands Indemnitees) of any kind or damage nature whatsoever that may be imposed on, incurred by, or asserted against the Netherlands Indemnitees as a result of such Netherlands Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liabilityRelated Transactions; provided, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing Netherlands Borrowers shall have no obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability Netherlands Indemnitee hereunder with respect to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above liabilities to the extent set out in column 2 resulting from the gross negligence or willful misconduct of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies that Netherlands Indemnitee as determined by a court of competent jurisdiction. If and to the Buyer with respect extent that the foregoing undertaking may be unenforceable for any reason, Netherlands Borrowers agree to all and any cost, loss or damage relating make the maximum contribution to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationand satisfaction thereof which is permissible under applicable law.
Appears in 1 contract
Sources: Credit Agreement (RPP Capital Corp)
Indemnities. 9.1 Each 12.1 No claim shall be made against any Indemnified Person to recover any loss, damage, cost, charge or expense which the Company or any subsidiary, director, officer or agent of the Seller Company, or any subscriber for or purchaser of the Placing Shares or any subsequent purchaser or transferee thereof may suffer or incur by reason of or arising out of the carrying out by ZAI (or such other Indemnified Person on either of their behalf) of their obligations and the Warrantors shall indemnify the Buyer services under this Agreement unless and the Company against, and shall pay to the Buyer extent that such loss, damage, cost, charge or expense arises from a sum equal tomaterial breach of its obligations under this Agreement, or from the fraud, negligence or wilful default of, such Indemnified Person or is of such nature that liability may not be excluded pursuant to the conduct of business provisions of the FSMA, or the rules of the FSA.
12.2 The Company, the Warranting Directors and NMLS jointly and severally undertake to keep each and every Indemnified Person indemnified to the fullest extent legally possible (on or after tax basis) against all proceedings, losses, claims, liabilities, costs, charges, damages, expenses, damages actions or demands whatever or howsoever incurred which any of the Indemnified Persons may suffer or incur (including, but without limitation, all such reasonable costs, charges and losses (including but not limited to expenses of ZAI in investigating, evaluating, responding to, or disputing or settling for itself or on behalf of any directother Indemnified Person any such actual or potential actions, indirect claims or consequential lossesdemands or in enforcing its rights under this Clause) or which may be made against any Indemnified Person in each case by reason of, loss of profitor resulting from, loss of reputation and all interestor attributable to, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any the services rendered and/or duties performed by ZAI under this Agreement or otherwise in connection with the making or implementation of the following mattersPlacing and/or Admission including without limitation:
(a) Any liability to Taxation, fine the issue or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect despatch of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale SharesIssue Documents (or any of them);
(b) Any obligationany failure or alleged failure by the Company, liabilityor the Directors or their agents, costemployees or professional advisers to comply with the Act, loss the Irish Companies Acts, FSMA, or damage relating the AIM Rules or any other applicable requirement of statute or statutory regulation in relation to any outstanding amount due and payable in respect the issue or distribution of the Purple Batch Loan agreementIssue Documents, the entering into or completion of this Agreement and/or the Placing;
(c) Any liabilitythe Issue Documents not containing, costor being alleged not to contain, loss all information required to be stated therein by FSMA, the Irish Companies Acts, or damage incurred by the Company relating AIM Rules, or any statement therein being, or being alleged to any Employee be, untrue, inaccurate, incomplete or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment misleading or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereofnot based on reasonable grounds;
(d) Any obligation, liability (including any liability to tax misrepresentation or National Insurance Contributions), cost, loss or damage incurred alleged misrepresentation by the Company relating to payments made to or any service company of Director contained in any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); andIssue Documents;
(e) Any liabilityany breach, costor alleged breach, loss or damage incurred by the Directors, or the Company relating to of any of their/its respective obligations, representations or undertakings hereunder or any breach, or alleged breach, of any of the sale or grant Warranties; or
(f) the allotment and issue of licences of FRACTIONcheck the Placing Shares, unless and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent that any of them arises from a material breach of any obligations of this Agreement by or from the fraud, negligence or wilful default of any Indemnified Person or is of such nature that liability may not be excluded pursuant to the conduct of business provisions of the FSMA or the rules of the FSA and provided that the liability of the Warranting Directors under the indemnity set out in column 2 of this Clause 12.2 shall not exceed the amount set out opposite such Warranting Directors' name in Schedule 1.
9.3 In addition Mr N▇▇▇▇12.3 Any transaction or step carried out by ZAI or any other Indemnified Person pursuant to this Agreement will be carried out at the request of and as agent for the Company and not for ZAI itself (as the case may be). Neither ZAI nor any other Indemnified Person will be responsible for any loss or damage to any person arising from any such transaction or step, or for any insufficiency or alleged insufficiency of the Issue Price or of the terms on which subscribers for of any of the Placing Shares may be procured by ZAI, or for the timing of any such subscription unless and to the extent that any of them arises as a result of a material breach of the terms of this Agreement by ZAI or the fraud, negligence or wilful default on the part of ZAI or its Affiliates.
12.4 Except in respect of statements specifically attributed to ZAI in the Issue Documents as expressly agreed in writing by ▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies or to the Buyer extent required of it by the FSMA or the rules of the FSA neither ZAI nor any other Indemnified Person will be responsible to the Company or to the Directors or to any other person responsible for the Admission Document for verifying the accuracy, completeness or fairness of the information published in the Issue Documents, or otherwise published by the Company in connection with respect to all and the Placing.
12.5 The provisions of Schedule 5 (Tax Indemnity) shall apply.
12.6 ZAI shall, on becoming aware of any cost, loss matter which may fall within the indemnity given under this Clause 12 or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss Warranty or damage relating to potential breach of Warranty arising from a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment claim made by a third party against the Seller and / Company, NMLS and/or the Directors and/or ZAI in relation to the Placing, Admission, the Admission Document or the Warrantors in respect Placing Shares (a “Relevant Matter”), give notice thereof to the Company as soon as is reasonably practicable providing such reasonable details as are then available and shall enter into and thereafter maintain reasonable consultation with the Company on all material aspects of an Indemnity Claim shall includethe Relevant Matter. ZAI shall, subject to:
(a) an amount in respect of all costs being indemnified (and expenses reasonably incurred secured) to its reasonable satisfaction by the Buyer and the Company in bringing the relevant Indemnity Claimagainst any additional or increased losses it may suffer or incur as a result of so doing; and
(b) any amount necessary to ensure that, after any Taxation the requirements (if any) of the payment, the Buyer and insurers ZAI; consult with the Company (regarding the conduct of the Relevant Matter and provide the Company with all relevant information and copies of such documents as the case Company may be) reasonably require relating to the Relevant Matter. For the avoidance of doubt, ZAI shall not be under any obligation to provide the Company with a copy of any document which is left with or may be otherwise privileged in the same amount context of the Relevant Matter or to the extent that it is subject to a bona fide duty of confidentiality or it would prejudice any insurance cover to which any Indemnified Person may from time to time be entitled.
12.7 Where ZAI or any Indemnified Person recovers from some other person any sum which compensates it for any loss in respect of any matter giving rise to a claim under Clause 11 or 12, then either:
(a) the amount payable by the Company, NMLS and/or any of the Directors in respect of that claim shall be reduced by an amount equal to the sum so recovered (less the reasonable costs and expenses of recovering it and any taxation payable by ▇▇▇ as a result of its receipt); or
(b) if an amount shall already have had been paid by the Company, NMLS and/or any of the Directors in respect of that claim, there shall be repaid to the Company, NMLS and/or any of the Directors an amount equal to aggregate of the amount so recovered (less the reasonable costs and expenses of its recovery and any taxation payable by ZAI as a result of its receipt) or (if less) the payment was not subject to Taxationamount of such payment.
Appears in 1 contract
Indemnities. 9.1 Each of the Seller and the Warrantors RESELLER Indemnity. RESELLER's indemnity obligations under Section 9.3 ------------------ shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited apply to any directclaim, indirect suit or consequential lossesproceeding by a third party against LITRONIC and any of its directors, loss of profitofficers, loss of reputation and all interestagents, penalties and legal costs and all other reasonable professional costs and expensesemployees, contractors, parent companies, affiliates, and/or subsidiaries (collectively, the "LITRONIC Parties") suffered based on or incurred by the Buyer or the Company arising out of (i) the acts or omissions of RESELLER in connection with (A) its performance or failure to perform any other obligations in this Agreement or any agreement with an Reseller or Subscriber, and (B) any other product or service provided by RESELLER to Resellers or Subscribers; and (ii) any unauthorized representation or any misrepresentation of fact to any third party with respect to one or more of the following matters:
(a) Any liability to Taxation, fine LITRONIC Parties or penalty together with any loss, damage the LITRONIC Products made by RESELLER or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, officer, agent, or employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesRESELLER.
9.2 The Warrantors LITRONIC Indemnity. LITRONIC's indemnity obligations under Section 9.3 ------------------ shall be severally liable apply to any Claim claim, suit or proceeding by a third party against RESELLER and any of its directors, officers, agents, employees, contractors, parent companies, affiliates, and/or subsidiaries (collectively, the "RESELLER Parties") based on or arising out of (i) the acts or omissions of LITRONIC in connection with (A) its performance or failure to perform the obligations in this Agreement, and (B) any Products provided to RESELLER under 9.1 above this agreement; (ii) any unauthorized representation or any misrepresentation of fact to any third party with respect to one or more of RESELLER Parties made by LITRONIC or any director, officer, agent, or employee of LITRONIC, or (iii) any third party claims of copyright infringement or trade secret misappropriation to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies such claims arise directly from the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation LITRONIC proprietary components of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to TaxationProduct.
Appears in 1 contract
Sources: Reseller Agreement (Litronic Inc)
Indemnities. 9.1 Each (a) Manager shall indemnify and hold harmless Owner and its shareholders and Affiliates and their respective partners, shareholders, directors, officers, employees and agents from and against any and all liability, loss, damages, costs and expenses ("Liabilities") incurred by reason of the Seller management and operation of the Warrantors Project by Manager during the Term insofar and only insofar as such Liabilities are caused by the gross negligence or willful misconduct of the Executive Personnel. Project employees other than the Executive Personnel shall not be deemed to be employees or agents of, or otherwise acting on behalf of, Manager.
(b) Owner shall indemnify the Buyer and the Company againsthold harmless Manager and its shareholders and Affiliates and their respective partners, shareholders, directors, officers, employees and shall pay to the Buyer a sum equal to, agents from and against any and all liabilities, costs, expenses, damages and losses Liabilities (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred those caused by the Buyer or simple negligence of the Company indemnitee and those as to which the indemnitee may be strictly liable) (i) arising out of or Management Agreement incurred in connection with the construction, renovation, management or operation of the Project or (ii) which may be asserted or arise as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from the Project of any Hazardous Materials or any Hazardous Materials Contamination or arise out of or result from the environmental condition of the Project or the applicability of any Legal Requirements relating to Hazardous Materials, except, in the case of both (i) and (ii) above, to the extent those Liabilities are caused by the gross negligence or willful misconduct of the Executive Personnel during the Term. OWNER ACKNOWLEDGES THAT THE FOREGOING INDEMNITY INCLUDES, BUT IS NOT LIMITED TO, AN AGREEMENT BY OWNER TO INDEMNIFY THE INDEMNITEE AGAINST LIABILITIES CAUSED BY THE SIMPLE NEGLIGENCE OF THE INDEMNITEE AND THOSE AS TO WHICH THE INDEMNITEE MAY BE STRICTLY LIABLE.
(c) In case an action covered by this Section 8.4 is brought against any indemnified party, the indemnifying party will be entitled to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that the fees and expenses of the indemnified party's counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) such indemnified party shall have been advised by counsel that there is a conflict of interest or issue conflict involved in the representation by counsel employed by the indemnifying party in the defense of such action on behalf of the indemnified party or that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any of the following matters:
(a) Any liability to Taxation, fine one such action or penalty together with any loss, damage or costs arising from separate but substantially similar or related to actions in the Share for Share Exchange and any need for remedial action to be carried same jurisdiction arising out in respect of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the indemnified party, which firm shall be designated in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred writing by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;indemnified party).
(d) Any obligationThe provisions of this Section shall survive any termination or expiration of this Agreement, liability (including any liability to tax whether by lapse of time or National Insurance Contributions)otherwise, cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to binding upon the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all parties hereto and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all their respective successors and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.assigns. Management Agreement
Appears in 1 contract
Indemnities. 9.1 Each Without limiting any other rights which the Indemnified Parties may have under the Transaction Documents or any related documents or under applicable law, each of the Centralising Unit and each Seller hereby agrees to indemnify the Purchaser, the Italian Issuer, the Agent, the Joint Lead Arrangers, the Calculation Agent, the Depositor, the Issuers, the Liquidity Banks and the Warrantors shall indemnify Fund Subscribers, each of their respective affiliates and each officer, director, employee and agent of any of the Buyer foregoing (each an “Indemnified Party”) from and against any and all damages, losses, claims, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) (and, in each case, any value added tax thereon) in any way arising out of the Company against, and shall pay Transaction Documents or any documents related to the Buyer Securitisation Transaction (excluding, however, any of the foregoing (a) to the extent resulting from the gross negligence (faute lourde) or willful misconduct (dol) on the part of such Indemnified Party or the breach by an Indemnified Party of material obligations under any Transaction Document or any related document, as finally determined by a sum equal tocourt of competent jurisdiction), or (b) constituting recourse for Sold Receivables which are not paid or are uncollectible on account of the insolvency, bankruptcy or inability to pay of the applicable obligor) (collectively, “Indemnified Amounts”), including, without limitation, any and all damages, losses, claims, liabilities, costscosts and expenses incurred by or asserted against any Indemnified Party as a result of:
(a) any claims, expensesactions, damages and losses (including but not limited suits or proceedings commenced by any Debtor or any of its affiliates or any third party in connection with any of the Sold Receivables, the transactions out of which they arose or the goods or services the sale or provision of which gave rise to any directSold Receivables;
(b) reliance on any representation or warranty or statement made or deemed made by or on behalf of any Seller, indirect the Centralising Unit or consequential lossesGOODYEAR DUNLOP TIRES EUROPE BV under or in connection with any Transaction Document or any related agreement or any certificate or report delivered pursuant hereto or thereto that, loss in either case, shall have been false or incorrect when made or deemed made;
(c) any failure of profitany Seller, loss the Centralising Unit or GOODYEAR DUNLOP TIRES EUROPE BV to perform its duties or obligations under this Agreement or the other Transaction Documents;
(d) any governmental investigation, litigation or proceeding related to this Agreement or in respect of reputation any Sold Receivable and/or any Refinanced Sold Receivables;
(e) the failure by any Seller (or any of its affiliates) to comply with any applicable law with respect to any Sold Receivable or Refinanced Sold Receivable (or any contract by which it arose or by which it is evidenced or governed), or the nonconformity of any Sold Receivable or any Refinanced Sold Receivable (or such contract) with any such applicable law, or any action taken by any of the Sellers (or their affiliates or agents) in the enforcement or collection of any Sold Receivable or any Refinanced Sold Receivable;
(f) any failure of the Purchaser to have and all interestmaintain ownership of the Sold Receivables, penalties free and legal costs and all clear of any Liens other reasonable professional costs and expenses) suffered than those contemplated in the Transaction Documents, or incurred any attempt by any person to avoid, rescind or set aside any sale of Ongoing Purchasable Receivables and/or Remaining Purchasable Receivables to the Purchaser as contemplated by the Buyer Transaction Documents;
(g) any dispute, claim, offset or defense (other than discharge in bankruptcy or similar defense arising from the Debtor’s insolvency or inability to pay) of any Debtor to the payment of any Sold Receivable or Refinanced Sold Receivable;
(h) the failure of any Seller to pay when due any value added taxes or other taxes payable in connection with any of the Receivables or the Company transactions out of which they arose;
(i) any commingling of collections on Sold Receivables and/or Refinanced Sold Receivables with any other monies of the Sellers, the Centralising Unit or any of their Affiliates;
(j) the use by the Sellers or their Affiliates of any monies received by them in payment of the purchase price of Sold Receivables or Refinanced Sold Receivables;
(k) any products liability or environmental claim, or personal injury or property damage claim, or other similar or related claim or action of any sort whatsoever arising out of or in connection with goods, merchandise or services which relates to any of the following matters:
(a) Any liability to Taxation, fine Sold Receivables or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale SharesRefinanced Sold Receivables;
(bi) Any obligation, liability, cost, loss or damage relating a Payment and/or a Transfer Deed ceases to any outstanding amount due and payable achieve a perfect transfer of Remaining Purchasable Receivables as set out in respect of the Purple Batch Loan agreement;
relevant Receivables Purchase Agreement; (cii) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 and/or a transfer deed ceases to achieve a perfect transfer of Refinanced Remaining Purchasable Receivables as set out in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)Italian Receivables Purchase Agreement; and
(em) Any liability, cost, loss or damage incurred any Conformity Warranty for Sold Receivables made by a Seller under Article 19 (Conformity Warranties for Ongoing Purchasable Receivable and Remaining Purchasable Receivables) (without regard to any knowledge therein) is found to have been inaccurate at the Company relating date it was made. The Sellers and the Centralising Unit shall pay on demand to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above Purchaser or, at the Purchaser’s direction, to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to relevant Indemnified Parties all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount amounts necessary to ensure that, after indemnify the Indemnified Parties from and against any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationall Indemnified Amounts.
Appears in 1 contract
Sources: General Master Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Indemnities. 9.1 Each (a) Delek-Big Sandy sh▇▇▇ ▇efend, indemnify and hold harmless Delek Refining, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Delek Refining Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by Delek-Big Sandy of ▇▇▇ covenant or agreement contained herein or made in connection herewith or any representation or warranty of Delek-Big Sandy ma▇▇ ▇▇rein or in connection herewith proving to be false or misleading, (ii) any failure by Delek Big-Sandy, i▇▇ ▇▇filiates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Delek-Big Sandy, i▇▇ ▇▇filiates or any of their respective employees, representatives, agents or contractors in the exercise of any of the Seller and rights granted hereunder or the Warrantors handling, storage, transportation or disposal of any Products hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Delek Refining Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, Delek-Big Sandy’s liability to the Delek Refining Indemnitees pursuant to this Section 20(a) shall indemnify be net of any insurance proceeds actually received by the Buyer and Delek Refining Indemnitee or any of their respective Affiliates from any third Person with respect to or on account of the Company againstdamage or injury which is the subject of the indemnification claim. Delek Refining agrees that it shall, and shall pay to cause the Buyer a sum equal other Delek Refining Indemnitees to, (а) use all liabilities, costs, expenses, damages and losses (including but not limited commercially reasonable efforts to any direct, indirect or consequential losses, loss pursue the collection of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with insurance proceeds to which any of the following matters:
(a) Any liability Delek Refining Indemnitees are entitled with respect to Taxation, fine or penalty together with on account of any loss, such damage or costs arising from or related to the Share injury, (b) notify Delek-Big Sandy of ▇▇▇ potential claims against any third Person for Share Exchange any such insurance proceeds, and any need for remedial action to be carried out in respect (c) keep Delek-Big Sandy fu▇▇▇ ▇nformed of the same efforts of the Delek Refining Indemnitees in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;pursuing collection of such insurance proceeds.
(b) Any obligationDelek Refining shall defend, liabilityindemnify and hold harmless Delek-Big Sandy, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies Ai▇▇ ▇▇▇▇ filiates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (or any other relevant legislation or regulation); and
(e) Any liabilitycollectively, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N“Delek-Big Sandy In▇▇▇▇▇▇▇ tees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by Delek Refining of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Delek Refining made herein or in connection herewith proving to be false or misleading, (ii) any failure by Delek Refining, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Delek Refining, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Products hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Delek-Big Sandy In▇▇▇▇▇▇▇ hereby indemnifies tees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the Buyer with respect foregoing, Delek Refining’s liability to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ the Delek- Big Sandy In▇▇▇▇▇tees pursuant to this Section 20(b) shall be net of any insurance proceeds actually received by the Delek-Big Sandy In▇▇▇▇▇tees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. Delek-Big Sandy ag▇▇▇▇ that it shall, and shall cause the other Delek-Big Sandy In▇▇▇▇▇ Virk hereby indemnifies ▇tees to, (а) use all commercially reasonable efforts to pursue the Buyer with respect collection of all insurance proceeds to all and which any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ the Delek-Big Sandy In▇▇▇▇▇ ▇tees are entitled with respect to or on account of any such damage or injury, (b) notify Delek Refining of all potential claims against any third Person for any such insurance proceeds, and (c) keep Delek Refining fully informed of the efforts of the Delek-Big Sandy In▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her ▇▇tees in pursuing collection of her obligations in clause 10.1 belowsuch insurance proceeds.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(ac) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES (bEXCLUDING, IN THE CASE OF SECTION 20(a)(iii) any amount necessary to ensure thatAND SECTION 20(b)(iii), after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to TaxationGROSS NEGLIGENCE OR WILLFUL MISCONDUCT).
Appears in 1 contract
Indemnities. 9.1 Each of the Seller 11.1 RMST agrees to indemnify, defend and the Warrantors shall indemnify the Buyer and the Company againsthold harmless EMI, its subsidiaries, parent companies, affiliates, agents, and shall pay to the Buyer a sum equal toassigns and their respective agents, officers, employees, and directors, from and against any and all losses, damages, liabilities, costsclaims, expensesdemands, damages suits and losses (including but not limited to expenses that EMI may incur or be liable for as a result of any directclaim, indirect suit or consequential lossesproceeding made or brought against EMI based upon, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of of, or in connection with RMST's breach of any of its duties or obligations hereunder.
11.2 EMI agrees to indemnify, defend and hold harmless RMST, its subsidiaries, parent companies, affiliates, agents, and assigns and their respective agents, officers, employees, and directors, from and against any and all losses, damages, liabilities, claims, demands, suits and expenses that RMST may incur or be liable for as a result of any claim, suit or proceeding made or brought against EMI based upon, arising out of, or in connection with EMI's breach of any of its duties or obligations hereunder.
11.3 Each party shall give the following matters:
(a) Any liability other party prompt notice of any claim or suit coming within the purview of these indemnities. Upon the written request of any indemnitee, the indemnitor shall assume the defense of any claim, demand or action against such indemnitee, and shall upon the request of the indemnitee, allow the indemnitee to Taxationparticipate in the defense thereof, fine or penalty together with any loss, damage or costs arising such participation to be at the expense of the indemnitee. Settlement by the indemnitee without the indemnitor's prior written consent shall release the indemnitor from or related the indemnity as to the Share for Share Exchange and any need for remedial claim, demand or action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesso settled.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Indemnities. 9.1 Each Except as reflected below, each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the Seller indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement. Service Provider shall, at its expense and at the Client's request, indemnify and hold harmless the Client and the Warrantors shall indemnify the Buyer and the Company againstClient's member companies, directors, officers, employees, agents, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited independent contractors relating to any directclaim or action, indirect or consequential losses, loss of profit, loss of reputation and all interestrelated losses and expenses (including, penalties and legal costs and all other without limitations, reasonable professional costs and expensesattorneys' fees), for the following:
(i) suffered a claim or incurred by the Buyer or the Company action arising out of the Service Provider's performance of services described in this Agreement including Attachment A when such claim or in connection with any of the following matters:action
(a) Any liability to Taxationalleges negligence by the Service Provider, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;or
(b) Any obligationalleges intentional misconduct by Service Provider other than instances where the Service Provider is performing as directed in writing by the Client, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;or
(c) Any liabilityarises out of the failure of the Service Provider or the Service Provider's agents materially to perform as described in this Agreement, cost, loss including as described in Attachment A or damage incurred otherwise as directed in writing by the Company Client,
(ii) a claim that the Service Provider's technology or services infringe any copyright, patent, trademark or trade secrets. The Service Provider shall cooperate with the Client in connection with litigation arising from matters directly related to services rendered by Service Provider under this Agreement. To the extent that such cooperation requires a substantial time commitment on the part of one or more Service Provider employees, then Service Provider will be fairly compensated upon terms mutually agreeable to and accepted by the parties in writing. The Service Provider charges its employees out at an hourly rate of $300 plus travel. To the extent a claim or action arises against the Service Provider out of the Client's use of the Service Provider's services described in this Agreement including Appendix A for any reason except for claims described in paragraphs (i) or (ii), then the Client shall indemnify and hold harmless Service Provider from and against such claim or action and all related losses and expenses (including, without limitation, reasonable attorneys' fees). The Client will defend the Service Provider in Service Provider's response to a third-party subpoena relating to any Employee this Agreement, in an action in which the Client or Worker one or more of the Company claiming that the Bonus Scheme its member companies is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing party. The Client may satisfy its obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer defend Service Provider with respect to all such a subpoena by providing Service Provider with counsel (which may be the counsel defending the Client or its member company in the action) to respond to the subpoena. Service Provider will cooperate fully with the Client and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made counsel provided by the Seller and / or the Warrantors Client in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary responding to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationsuch a subpoena.
Appears in 1 contract
Sources: Service Agreement (Nexicon)
Indemnities. 9.1 Each of the Seller and the Warrantors 8.1 The Company shall indemnify the Buyer Purchaser and save the Company againstPurchaser harmless from any loss, liability, claim, damage or expense (whether or not involving a third party claim) including reasonable legal fees and shall pay to the Buyer a sum equal toexpenses (collectively, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses"Damages") suffered by, imposed upon or incurred by asserted against the Buyer Purchaser as a result of, in respect of, connected with, or the Company arising out of of, under, or in connection with any of the following matterspursuant to:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation failure of the Company to make payments in accordance with perform or connected to the Bonus Scheme) and gives them fulfil any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person covenant of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claimthis Subscription Agreement; and
(b) any amount necessary breach of any representation or warranty given by the Company in this Subscription Agreement, provided that the Company shall not be required to ensure that, after make any Taxation payments under this Section 8.1 unless the Purchaser has provided written notice of such claim to the Company on or prior to the expiration of the paymentdeadline for making such claims as specified in Section 8.4.
8.2 The Purchaser shall indemnify the Company and save the Company harmless from any Damages suffered by, imposed upon or asserted against the Company as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
(a) any failure of the Purchaser to perform or fulfil any covenant of the Company under this Subscription Agreement; and
(b) any breach of any representation or warranty given by the Purchaser in this Subscription Agreement, provided that the Purchaser shall not be required to make any payments under this Section 8.2 unless the Company has provided written notice of such claim to the Purchaser on or prior to the expiration of the deadline for making such claims as specified in Section 8.4.
8.3 The remedies provided in Sections 8.1 and 8.2 are the sole remedies available to the Company and the Purchaser under any legal theory in respect of damages as a result of, in respect of, connected with, or arising out of, under, or pursuant to this Subscription Agreement and the transactions contemplated hereby and, to the full extent permitted by applicable law, the Buyer Purchaser and the Company hereby waive any and all other remedies which may otherwise be available to either of them.
8.4 In the event that either party wishes to make a claim for indemnification under this Article 8, it must provide written notice of its intention to do so to the other party by no later than the date which is [two (2)] years after the Closing Date. Such notice shall be delivered to the address specified on page one of this Subscription Agreement (or such other address as a party hereto may so advise the other party hereto in writing) and shall specify, in reasonable detail, the claim being made and (to the extent then known) the Damages which will be claimed by the party seeking indemnification.
8.5 In the case may beof a claim for indemnification which arises as a result of a third party claim being made against one of the parties hereto, the following rules apply in addition to the other provisions of this Article 8:
(a) Promptly after receipt by a party who is indemnified under Section 8.1 or 8.2 (an "Indemnified Party") of a notice of commencement of any proceeding against it by a third party, the Indemnified Party will, if a claim is to be made against an indemnifying party under such Section, give notice to the Indemnifying Party (and "Indemnifying Party") of the commencement of such claim as soon as reasonably possible after receipt of such notice of commencement, provided that a delay in delivering such notice shall not preclude a claim for indemnification except:
(i) to the extent that an Indemnifying Party demonstrates that the defence of such action is prejudiced by the Indemnified Party's failure to give such notice in a timely manner; or
(ii) where such notice is not delivered by the deadline specified in Section 8.4, in which case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party at all.
(b) If any proceeding referred to in Section 8.5(a) (a "Proceeding") is left brought against an Indemnified Party and it gives notice to the Indemnifying Party of the commencement of the Proceeding, the Indemnifying Party will be entitled to participate in the Proceeding as hereinafter provided. To the extent that the Indemnifying Party wishes to assume the defense of the Proceeding with counsel satisfactory to the Indemnified Party, it may do so provided it: (i) reimburses the Indemnified Party for all of its out-of-pocket expenses (including solicitor's fees and disbursements) arising prior to or in connection with such assumption; and (ii) permits the Indemnified Party to participate in such defense through counsel chosen by the Indemnified Party provided that the fees and expenses of such counsel shall be borne by the Indemnified Party unless there are separate defenses available to the Indemnified Party or conflicts of interest in which case those fees and expenses will be paid by the Indemnifying Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of the Proceeding as against the Indemnified Party, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article 8 for any fees of other counsel or any other expenses with respect to the defense of the Proceeding, in each case subsequently incurred by the Indemnified Party in connection with the same defense of the Proceeding, other than reasonable costs of investigation approved in advance by the Indemnifying Party. If the Indemnifying Party assumes the defense of a Proceeding as against the Indemnified Party: (i) no compromise or settlement of such claims may be made by the Indemnifying Party without the Indemnified Party's consent unless: (A) there is no admission of any violation of laws or any violation of the rights of any person and no adverse effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (ii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within ten days after receipt of such notice, give notice to the Indemnified Party of its election to assume the defense of the Proceeding, the Indemnifying Party will be bound by any determination made in the Proceeding or any compromise or settlement effected by the Indemnified Party acting in good faith.
(c) Where the defence of a Proceeding is being undertaken and controlled by the Indemnifying Party, the Indemnified Party will use its reasonable commercial efforts to make available to the Indemnifying Party those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in evaluating and defending any such claims. However, the Indemnifying Party shall be responsible for the expense associated with any employees made available by the Indemnified Party to the Indemnifying Party pursuant to this Section 8.5(c), which expense shall be equal to the out of pocket expenses of such employees and an amount it would have had if to be mutually agreed upon per person per hour or per day for each day or portion thereof that the payment was employees are assisting the Indemnifying Party and which expenses shall not subject exceed the actual cost to Taxationthe Indemnified Party associated with the employees.
(d) With respect to any Proceeding at the request of the Indemnifying Party, the Indemnified Party shall make available to the Indemnifying Party or its representatives on a timely basis all documents, records and other materials in the possession of the Indemnified Party, at the expense of the Indemnifying Party, reasonably required by the Indemnifying Party for its use in defending any such claim and shall otherwise cooperate on a timely basis with the Indemnifying Party in the defense of such claim.
Appears in 1 contract
Indemnities. 9.1 Each of 22.1 The Supplier shall indemnify, defend and hold harmless the Seller Partner Council and the Warrantors shall indemnify the Buyer its directors, officers, agents, employees, successors and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to assigns from any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company Losses arising out of or in connection with any of the following matterswith:
(a) Any liability to Taxationany Claim made against the Partner Council by a third party:
(i) that any New Materials, fine Supplier Materials and / or penalty together with Supplier Confidential Information or the use, adaptation, translation, modification or reproduction of any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order accordance with the provisions of this Call Off Agreement or as contemplated by this Call Off Agreement infringes a third party's Intellectual Property Rights or rights in respect of Confidential Information;
(ii) that any Partner Council Material infringes a third party's Intellectual Property Rights if the Claim is based on or attributable to ensure the fact that the Seller Supplier has proper legal modified (directly or through a third party) any Partner Council Material or has used, reproduced or exploited the Partner Council Material in contravention of any provisions of this Call Off Agreement or any instructions or terms of which the Partner Council has advised the Supplier;
(iii) arising out of or in connection with, and beneficial title to the Sale Sharesextent attributable to, the Supplier's negligence or breach of this Call Off Agreement in the performance (or non-performance) of the Services, including any Claim due to:
(A) death or personal injury caused by its negligence (including negligence of its employees, agents or contactors);
(B) loss of or damage to physical property; or
(C) any other cause of action;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect the wilful abandonment by the Supplier of the Purple Batch Loan agreementits obligations under this Call Off Agreement;
(c) Any liability, cost, loss any fraudulent or damage incurred dishonest act or omission by the Company relating to any Employee Supplier or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company its Staff (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereofcontractors);
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred breach by the Company relating Supplier of its obligations under this Call Off Agreement in relation to payments made to the Partner Council Confidential Information, the Partner Council Material, Protected Data or Supplier Personal Data;
(e) any service company breach by the Supplier of any director, employee Relevant Law;
(f) any breach of Relevant Law by the Partner Council to the extent attributable to the Supplier's negligence or sales person breach of this Call Off Agreement in the performance (or nonperformance) of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)Services; and
(eg) Any liability, cost, loss any fines or damage incurred penalties levied on the Partner Council by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above a Competent Authority to the extent attributable to the Supplier's negligence or breach of this Call Off Agreement in the performance (or non-performance) of the Services.
22.2 The Supplier shall also indemnify, defend and hold harmless the Partner Council as set out in column 2 of Schedule 1clauses 10.5(d), 26.3(b) and 28.20.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: Call Off Agreement
Indemnities. 9.1 Each of (a) Except as otherwise provided in Section 8.03(c) below, the Seller Company releases the Issuer, its Councilmembers, officers, directors, employees, agents and attorneys (the “Indemnified Parties”), from, and the Warrantors Indemnified Parties shall indemnify the Buyer not be liable for, and the Company against, agrees and shall pay to protect, indemnify, pay, defend and hold the Buyer a sum equal toIndemnified Parties harmless from, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, expense, damage or loss of whatever nature (including, but not limited to, attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or damage relating indirectly resulting from, arising out of, in connection with or related to any outstanding amount due and payable in respect (i) the issuance, offering, sale, delivery, payment of the Purple Batch Loan agreement;
Bonds and the interest thereon, or redemption of the Bonds, the provisions and rate of interest on the Bonds, the Bond Ordinance, the Indenture, the Tax Regulatory Agreement and this Agreement and the obligations imposed on the Issuer hereby and thereby, or the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project; (cii) Any liabilityany written statements or representations made or given by the Company or any of its officers or employees, costto the Indemnified Parties, the Trustee or any underwriters or purchasers of any of the Bonds, with respect to the Issuer, the Company, the Project or the Bonds or the offer or issuance thereof, including, but not limited to, statements or representations of facts, financial information or corporate affairs; (iii) damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project; (iv) any loss or damage incurred by the Company relating to any Employee or Worker Issuer as a result of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred violation by the Company relating to payments made to any service company of any director, employee or sales person of the Company provisions of Section 8.04 or 8.05 hereof; and (including but not limited v) any action required to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred be taken by the Company relating to Issuer under this Agreement, the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to Bond Ordinance, the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / Tax Regulatory Agreement or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; andIndenture.
(b) The Company hereby agrees to indemnify and hold the Trustee and its directors, officers, agents and employees (collectively, the “Indemnitees”) harmless from and against any amount necessary and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket, incidental expenses, legal fees and expenses, and the allocated costs and expenses of in-house counsel and legal staff (“Losses”) that may be imposed on, incurred by or asserted against the Indemnitees or any of them for following any instruction, request for payment or other direction upon which the Trustee is authorized to ensure thatrely, after any Taxation pursuant to the terms of the paymentIndenture, the Buyer Guaranty, the Company Agreements or any other of the financing documents. In addition to and not in limitation of the immediately preceding sentence, the Company also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by or asserted against the Indemnitees or any of them in connection with or arising out of the Trustee’s performance under the Indenture, the Guaranty, the Company Agreements or any other financing document.
(c) If any claim is asserted under (a) above or (d) below, the party seeking indemnity will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. THE PROVISIONS OF SECTIONS 8.03(a) AND (b) SHALL REMAIN AND BE IN FULL FORCE AND EFFECT EVEN IF ANY SUCH LIABILITY, COST, EXPENSE, DAMAGE OR LOSS OR CLAIM THEREFOR BY ANY PERSON DIRECTLY OR INDIRECTLY RESULTS FROM, ARISES OUT OF OR RELATES TO, OR IS ASSERTED TO HAVE RESULTED FROM, ARISE OUT OF OR BE RELATED TO, IN WHOLE OR IN PART, ONE OR MORE NEGLIGENT ACTS OR OMISSIONS (OTHER THAN, IN THE CASE OF AN INDEMNIFIED PARTY UNDER (a) ABOVE, AS A RESULT OF WILLFUL MISCONDUCT OR BAD FAITH OF THE PARTY SEEKING INDEMNITY OR, IN THE CASE OF THE TRUSTEE, AS A RESULT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH ON THE PART OF THE TRUSTEE) OF THE PARTY SEEKING INDEMNITY, IN CONNECTION WITH THE MATTERS SET FORTH THEREIN. Notwithstanding the foregoing, in any action naming the Trustee as defendant, the Trustee shall have the right to retain separate legal counsel at the expense of the Company, provided that in the event that the Company is not in Default under this Agreement, the Company shall have the right of approval of any such legal counsel retained by the Trustee for the Trustee’s defense, which approval shall not be unreasonably withheld and shall be given promptly upon request by the Trustee. The Trustee and the Company shall reasonably cooperate with each other in the defense of any such action.
(1) The Company agrees and shall protect, defend (subject to selection of counsel by the Indemnified Parties or Indemnitees, as the case may be, as provided by Section 8.03(c) hereof), indemnify, pay and hold harmless the Indemnified Parties and Indemnitees from and against any and all Indemnified Liabilities; provided, no Indemnified Party or Indemnitee shall be entitled to indemnification hereunder with respect to any Indemnified Liability to the extent such Indemnified Liability is left with found by a final and nonappealable decision of a court of competent jurisdiction to have resulted directly and primarily from the same amount gross negligence, willful misconduct or bad faith of such Indemnified Party or Indemnitee.
(2) All amounts due under Section 8.03(d)(1) hereof shall be payable not later than 10 days after written demand therefor.
(3) To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in Section 8.03(d)(1) hereof may be unenforceable in whole or in part because they are violative of any law or public policy, the Company shall contribute the maximum portion that it would have had if is permitted to pay and satisfy under applicable law to the payment was and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties or the Indemnitees or any of them.
(4) The Company shall not subject ever assert any claim against any Indemnified Party or Indemnitee, on any theory of liability, for any lost profits or special, indirect or consequential damages or (to Taxationthe fullest extent lawful) any punitive damages arising out of, in connection with, or as a result of, this Agreement, any security document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and the Company hereby forever waive, release and agree not to ▇▇▇ upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent lawful) punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.
(e) The provisions of this Section 8.03 shall survive the termination of this Agreement and the full payment or defeasance of the Bonds in accordance with Article XVI of the Indenture and, with respect to the Trustee, the resignation or removal of the Trustee for any reason.
Appears in 1 contract
Indemnities. 9.1 Each The Company agrees, in addition to any other ----------- indemnity obligations set forth in any Operative Document, to indemnify and save harmless the Lessor and each Lease Participant and any of the Seller their successors and the Warrantors shall indemnify the Buyer and the Company againstassigns, and shall pay to their respective officers, directors, incorporators, shareholders, employees, agents, partners, attorneys, affiliates, contractors, subcontractors and servants (individually an "Indemnified Party" and collectively the Buyer a sum equal to, ----------------- "Indemnified Parties") from and against all liabilities, costsLiens, expensesTaxes, losses, ------------------- obligations, claims, damages (including, without limitation, penalties, fines, court costs and losses administrative service fees), penalties, demands, causes of action, suits, proceedings (including but not limited to any directinvestigations, indirect litigation or consequential lossesinquiries), loss judgments, orders, sums paid in settlement of profitclaims, loss and costs and expenses of reputation any kind or nature whatsoever, including, without limitation, reasonable attorneys' fees and all interest, penalties and legal costs expenses and all other reasonable professional costs and expenses) expenses incurred, suffered or realized in connection with investigating, defending or preparing to defend any cause of action, suit or proceeding (including any investigations, litigation or inquiries) or claim which may be incurred by the Buyer or the Company asserted against or involve any of them (whether or not any of them is named as a party thereto) as a result of, arising directly or indirectly out of or in connection with any of the following matters:
way related to (a) Any liability the failure of the Company to Taxationperform or caused to be performed, fine or penalty together with the inadequacy of, the environmental due diligence required under Article IV above, (b) the breach of any lossrepresentation, damage warranty or costs arising from agreement set forth under the Operative Documents regarding Environmental Requirements or relating to environmental matters, (c) the failure of the Company to perform any obligation required to be performed under the Operative Documents pursuant to Environmental Requirements or relating to environmental matters, (d) all acts or omissions by or on behalf of the Company (both in its individual capacity and in its capacity as Acquisition/Construction Agent), its contractors, employees, agents, licensees, representatives or any other Person for whose conduct the Company is responsible in connection herewith or under any Operative Document, (e) failure of the Company to obtain any Environmental Authorizations required in the management, maintenance and operation of the Facility, the Company or the operation of any business on or related to the Share for Share Exchange Facility or the Site, (f) any Environmental Damages, Environmental Liabilities and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title Environmental Proceedings relating to the Sale Shares;
Facility, (bg) Any obligation, liability, cost, loss the breach or damage relating failure to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred perform by the Company relating to of any Employee or Worker provisions of this Agreement, and (h) the reversion of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company Facility to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies County, a political subdivision of Tennessee, pursuant to the Buyer with respect Restrictive Covenants (collectively, the "Indemnified Risks"); provided, however, that no Indemnified ----------------- ----------------- Party shall be entitled to all and indemnity (or any cost, loss other payment or damage relating reimbursement) for any Indemnified Risks to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss extent such Indemnified Risks result from or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation arise out of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationwillful misconduct or gross negligence of such Indemnified Party.
Appears in 1 contract
Sources: Acquisition, Agency, Indemnity and Support Agreement (Us Xpress Enterprises Inc)
Indemnities. 9.1 Each of 10.1 The Client shall at all times comply with its obligations under the Seller and the Warrantors shall indemnify the Buyer and the Company againstAWR, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to providing any directTemporary Workers with access to collective facilities and amenities and employment opportunities subject to and in accordance with regulation 12 and 13 of the AWR.
10.2 In the case of Qualifying Temporary Workers the Client shall provide the Employment Business with relevant up to date information about the Relevant Terms and Conditions of comparable employees to enable the Employment Business to determine the Qualifying Temporary Worker’s basic working and employment conditions in accordance with the AWR and the Client shall update this information on an on an ongoing basis in order to ensure compliance with the AWR by the Employment Business.
10.3 The Client shall Indemnify the Employment Business for any liability, indirect cost, claim, award or consequential lossesany other expense incurred by it arising out of:-
(a) any damage, loss or liability (whether criminal or civil) of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) or suffered or incurred by the Buyer Employment Business (or the Company arising out of its officers or employees) in connection with any act or omission of the following mattersclient or any other employee or agent of the Client;
(b) a breach or alleged breach by the Client, its sub-contractors or any other intermediaries, of the AWR; or
(c) any act or omissions by the Client which has resulted in the Employment Business being unable to meet its obligations under the AWR, in particular a failure by the Client to comply with clause 10.2 above.
10.4 In the event that either party receives an allegation by any Temporary Worker that there has been a breach of the AWR in relation to the supply of that person to the Client by the Employment Business (whether that allegation has been made as a request for information under regulation 16 of the AWR or otherwise), it shall provide a copy of that allegation to the other party within seven days of receipt. The parties shall co-operate with each other in relation to responding to that allegation, which shall include supplying any information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response.
10.5 The Employment Business will within seven days of receiving a written request from the Client provide to it:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related the number of Temporary Workers currently being supplied to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale SharesClient;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect the parts of the Purple Batch Loan agreement;Client’s undertaking in which those Temporary Workers are working; and
(c) Any liability, cost, loss or damage incurred the type of work those Temporary Workers are carrying out; together with any other information which the Client may reasonably request in relation to any payments made by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligationEmployment Business, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (its sub-contractors or any other relevant legislation or regulation); and
(e) Any liabilityintermediaries to any Temporary Workers, cost, loss or damage incurred by in order to ensure compliance with the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesAWR.
9.2 10.6 The Warrantors provisions of this clause 10 shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 survive termination of Schedule 1this agreement.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: Employment Agreement
Indemnities. 9.1 Each (a) Buyer will indemnify and hold Seller harmless from any liability, loss, cost or expense (“Claim”), including reasonable attorneys’ fees, which shall result from (i) a material breach of the Seller and the Warrantors shall indemnify the any representation or warranty of Buyer and the Company againstcontained in this Agreement or in any other agreement, and shall pay to the instrument, certificate or other document delivered by Buyer pursuant hereto; or (ii) a sum equal tomaterial breach by Buyer of any of its covenants or agreements contained in this Agreement, all liabilitiesany other agreement, costsinstrument, expenses, damages and losses (including but not limited to any direct, indirect certificate or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred document delivered by the Buyer or the Company arising out of or in connection with any the transactions contemplated by this Agreement. Upon payment of the following matters:
(a) Any liability to Taxationsuch indemnity, fine or penalty together with any loss, damage or costs arising from or related Buyer shall be subrogated to the Share for Share Exchange and indemnitee’s rights against any need for remedial action to be carried out third parties respecting the Claims. Anything contained in respect of the same in order to ensure that the Seller has proper legal and beneficial title this Agreement to the Sale Shares;contrary notwithstanding, Buyer shall not be required to indemnify Seller if and to the extent Seller is indemnified and fully compensated for its Claim by a third party.
(b) Any obligationSeller will, liabilityindemnify and hold Buyer harmless from any Claim, costincluding reasonable attorneys’ fees, loss which shall result from (i) a material breach of any representation or damage relating warranty of Seller contained in this Agreement or in any certificate or other document delivered by Seller pursuant hereto; or (ii) a material breach by Seller of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Seller in connection with the transactions contemplated by this Agreement. Upon payment of such indemnity, Seller shall be subrogated to Buyer’s rights against any outstanding amount due and payable in respect of third parties respecting the Purple Batch Loan agreement;Claims.
(c) Any liability, cost, loss A party seeking indemnification pursuant to Sections 22(a) or damage incurred by (b) above (an “Indemnified Party”) shall give prompt notice to the Company relating to any Employee or Worker party from whom such indemnification is sought (the “Indemnifying Party”) of the Company claiming that assertion of any Claim, or the Bonus Scheme is a contractual right commencement of any action, suit or proceeding, in accordance respect of which indemnification may be sought hereunder and will give the Indemnifying Party such information with their terms respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company hereunder (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above except to the extent set out the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party may, at its expense, participate in column 2 or assume the defense of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies any such action, suit or proceeding involving a third party; provided, however, that such defense is conducted with counsel mutually satisfactory to the Buyer Indemnified Party and the Indemnifying Party. The Indemnified Party and the Indemnifying Party shall consult with respect each other regarding the conduct of such defense. The Indemnified Party shall have the right (but not the duty) to all participate in the defense thereof, and any costto employ counsel, loss or damage relating at its own expense (except that the Indemnifying Party shall pay the fees and expenses of such counsel to the extent the Indemnified Party reasonably concludes that there is a breach by him conflict of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies interest between the Buyer with respect to all Indemnified Party and any costthe Indemnifying Party), loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made separate from counsel employed by the Seller Indemnifying Party in any such action. The Indemnifying Party shall be liable for the fees and / expenses of counsel employed by the Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Warrantors Indemnifying Party chooses to defend or prosecute any Claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend at such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Sections 22(a) or 22(b) for any settlement effected without its written consent (as contemplated above) for any Claim, litigation or proceeding in respect of an Indemnity which indemnity may be sought hereunder. No Claim shall include:
for indemnification, except Claims based on (ai) a breach of the representations contained in Section 5.06 hereof, may be first initiated or asserted by any Indemnified Party against any Indemnifying Party after the second anniversary of the Closing Date. In the event of any claim for indemnity hereunder by Buyer that occurs prior to the date on which the Hold Back Amount is due, Buyer may withhold from the payment of the Holdback Amount an amount in respect equal to Buyer's good faith estimate of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (damages. At such time as the case may be) claim for indemnity is left with resolved, if Buyer's actual damages are less than the same amount it would have had if withheld from the payment was not subject Holdback Amount, Buyer shall promptly pay such excess to TaxationSeller.
Appears in 1 contract
Sources: Container Purchase Agreement (CAI International, Inc.)
Indemnities. 9.1 Each (A) Without limiting any other rights that Recco may have hereunder or under applicable law, the Seller hereby agrees to indemnify Recco and its directors, employees, officers and successors and assigns (collectively, the "Indemnified Parties") from and against any and all damages, losses, claims, liabilities and related costs and expenses, including all attorneys' fees and disbursements (all of the foregoing being collectively referred to as the "Indemnified Amounts"), awarded against or incurred by any of them arising out of or as a result of this Agreement, the Operative Documents or Recco's ownership of any Purchased Contracts, excluding, however, recourse (except as otherwise specifically provided in this Agreement) for uncollectible Purchased Contracts. Without limiting the generality of the foregoing, the Seller shall indemnify the Indemnified Parties for all Indemnified Amounts relating to or resulting from:
(1) the transfer of an ownership interest in any Contract other than an Eligible Contract;
(2) reliance on any representation or warranty made by the Seller (or any of its Responsible Officers) or the Servicer (or any of its Responsible Officers), if the Seller or any Affiliate of the Seller and is acting as the Warrantors shall indemnify Servicer, under or in connection with the Buyer and the Company againstOperative Documents, and any information or report delivered by the Seller pursuant hereto, which shall pay have been false or incorrect in any material respect when made or deemed made;
(3) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Purchased Contract or the Buyer a sum equal tononconformity of any Purchased Contract with any such applicable law, rule or regulation;
(4) the failure to vest and maintain vested in Recco or to transfer to Recco, legal and equitable title to and ownership of, an ownership interest in the Contracts that are, or are intended to be, Purchased Contracts, together with all proceeds thereof, including, without limitation, all liabilitiesCollections and other items that constitute proceeds, costsfree and clear of any Lien whether existing at the time of the Purchase of such Contract or at any time thereafter;
(5) the failure to file, expensesin a timely manner, damages and losses (including but not limited financing statements or other similar instruments or documents required under the UCC in effect in the state in which the Seller's principal place of business is located or the location of the Collateral as required under such law or other applicable laws with respect to any directContracts sold to Recco, indirect whether at the time of any Purchase or consequential lossesat any subsequent time;
(6) any defense, loss setoff, counterclaim, recoupment or reduction of profitliability whatsoever under any Purchased Contract, loss arising out of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred a breach by the Buyer Seller of any obligation under such Purchased Contract or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of any other Person from the Company Seller (it being understood that all such obligations of the Seller shall be and remain enforceable against and only against the Seller and shall not be enforceable against Recco);
(7) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement;
(8) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any of the following matters:
(a) Any liability to Taxation, fine Purchased Contract or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale SharesVehicle;
(b9) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller to pay when due any taxes payable by it, including without limitation, franchise taxes and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.sales,
Appears in 1 contract
Sources: Sale and Servicing Agreement (Onyx Acceptance Corp)
Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against, 11.1 The Subscriber hereby indemnifies Supplier (and shall pay to the Buyer a sum equal to, keep Supplier indemnified) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Supplier arising out of, or in connection with, (in any whatsoever):
(a) any and all threatened and/or actual claims against Supplier by End Users and/or Authorised Companies (except where such claims by an Authorised Company are pursuant to a contract directly entered into between Supplier and such Authorised Company);
(b) a failure by the Subscriber, the Authorised Companies and/or the End Users to use the Digi-Board Services in accordance with clause 2.4 and/or to comply with any other term of this Agreement;
(c) any breaches of the warranty contained in clause 10;
(d) any claim or action threatened or brought against Supplier alleging that Supplier’s use of the Subscriber Materials (or any part thereof) in accordance with the terms of this Agreement infringes the Intellectual Property Rights of a third party;
(e) any breach (or any breach alleged by a third party) of any Data Protection Legislation by the Subscriber; and/or
(f) any breach of the Sharing Agreement by the Subscriber.
11.2 Supplier hereby indemnifies the Subscriber and the Authorised Companies (and shall keep the Subscriber and the Authorised Companies indemnified) against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or Subscriber and the Company Authorised Companies arising out of of, or in connection with with, (in any way whatsoever):
(a) any Infringement Claims (except to the extent that such Infringement Claims arise from a breach of this Agreement by the following mattersSubscriber); and/or
(b) any breach (or any breach alleged by a third party) of any Data Protection Legislation by Supplier.
11.3 If any Infringement Claim is made (or in Supplier's reasonable opinion is likely to be made) – without prejudice to clause 11.2 – Supplier may at its sole option and expense:
(a) Any liability procure for the Subscriber and/or the Authorised Companies the right to Taxation, fine or penalty together continue using the Site and the Digi-Board Services in accordance with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect terms of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Sharesthis Agreement;
(b) Any obligation, liability, cost, loss or damage relating modify the Site and/or the Digi-Board Services so that they cease to any outstanding amount due and payable in respect of the Purple Batch Loan agreementbe infringing;
(c) Any liability, cost, loss or damage incurred by replace the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance Digi-Board Software with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;non-infringing software; or
(d) Any obligation, liability terminate this Agreement immediately by notice in writing to the Subscriber and refund all of the Subscription Fees paid by the Subscriber in relation to the period of infringement.
11.4 The indemnities in clause 11.1 and 11.2 shall not cover the indemnified party to the extent that a claim under them results from the indemnified party’s negligence or wilful misconduct (including any breach of the Data Protection Legislation by the indemnified party).
11.5 Liability under the indemnities in clause 11.1 and 11.2 is conditional on the indemnified party discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against a party (i.e. the indemnified party) or – in the case of the Subscriber, against an Authorised Company (in which case, the Subscriber shall be deemed the indemnified party) – which may reasonably be considered likely to give rise to a liability to tax or National Insurance Contributionsunder any such indemnity (a “Claim”), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related indemnified party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall includeshall:
(a) an amount as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in respect reasonable detail;
(b) not make any admission of all costs liability, agreement or compromise in relation to the Claim without the prior, written consent of the indemnifying party;
(c) give the indemnifying party and expenses reasonably incurred by its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the Buyer power or control of the indemnifying party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the Company in bringing indemnifying party’s expense) for the relevant Indemnity purpose of assessing the Claim; and
(bd) subject to the indemnifying party providing security to Supplier to Supplier’s reasonable satisfaction against any amount necessary claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the indemnifying party may reasonably request to avoid, dispute, compromise or defend the Claim.
11.6 If a payment due from an indemnifying party under this clause 11 is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall ensure thatthat the net receipt, after any Taxation tax, to the indemnified party in respect of the payment, the Buyer and the Company (as the case may be) payment is left with the same amount as it would have had if been were the payment was not subject to Taxationtax.
11.7 Nothing in this clause 11 shall restrict or limit the indemnified party’s general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim under this clause 11. For the avoidance of doubt, the Subscriber shall not be entitled to recover (on behalf of an Authorised Company) any losses suffered by such Authorised Company to the extent that such Authorised Company failed to mitigate the losses it suffered or incurred.
11.8 For the avoidance of doubt, liability under the indemnities in this clause 11 is limited under clause 6.2.
Appears in 1 contract
Sources: Terms of Service
Indemnities. 9.1 Each (a) Lender hereby agrees to indemnify and hold harmless Borrower and its former, present and future affiliates and its and their directors and officers, employees and other agents and representatives (to the extent permitted by applicable laws) and each person, if any, who controls the Borrower within the meaning of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall pay Securities Act (to the Buyer a sum equal to, fullest extent permitted by applicable law) from and against any and all liabilities, costsjudgments, claims, settlements, losses, damages, fees, liens, Taxes, penalties, obligations and expenses (including, without limitation, any losses relating to Borrower’s market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) of the Exchange Act, including, without limitation, any forbearance of market activities or cessation of market activities and any losses in connection therewith or with respect to this Agreement) incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with, (i) any breach by Lender of any of its representations or warranties contained in Section 7 or (ii) any breach by Lender of any of its covenants or agreements in this Agreement.
(b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its and their directors and officers, and each person, if any, who controls the Lender within the meaning of the Securities Act from and against any and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, Taxes, penalties, obligations and expenses, incurred or suffered by any such person or entity directly arising from, by reason of, or in connection with (i) any breach by Borrower of any of its representations or warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement.
(c) In case any claim or litigation which might give rise to any obligation of a party under this Section 12 (each an “Indemnifying Party”) shall come to the attention of the party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the existence and amount thereof; provided that the failure of the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than thirty (30) days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to such notice within thirty (30) days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible.
(d) An Indemnifying Party shall be entitled to participate in and, if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and losses (including ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to direct the defense of any claim at its expense, but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. An Indemnified Party shall not limited to make any directsettlement of any claim or litigation under this Section 12 without the written consent of the Indemnifying Party. Notwithstanding the foregoing provisions in this Section 12, an Indemnifying Party shall not be responsible for any special, indirect or consequential lossesdamages, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any even if informed of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiespossibility thereof.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Indemnities. 9.1 Each of (a) Without limiting any other rights that the Purchaser may have hereunder or under applicable law, the Seller and the Warrantors shall hereby agrees to indemnify the Buyer Purchaser and the Company againstits assigns, officers, directors, agents and shall pay to the Buyer a sum equal toemployees from and against any and all damages, all losses, claims, taxes, liabilities, costs, expenses, damages expenses and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and for all other amounts payable, including reasonable professional costs attorneys’ fees (which attorneys may be employees of the Purchaser) and expenses) suffered disbursements awarded against or incurred by the Buyer or the Company any of them arising out of or in connection with any as a result of a breach of the following matters:
(a) Any liability Seller’s representations, warranties or covenants contained in the Transaction Documents to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that which the Seller has proper legal and beneficial title to the Sale Shares;is a party.
(b) Any obligationWithout limiting any other rights that the Purchaser or the Seller may have hereunder or under applicable law, liabilityAGCO hereby agrees to indemnify the Seller, costthe Purchaser and their respective assigns, loss or damage relating to officers, directors, agents and employees from and against any outstanding amount due and payable in respect all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Purple Batch Loan agreement;Purchaser or the Seller) and disbursements awarded against or incurred by any of them arising out of or as a result of a breach of the AGCO’s representations, warranties or covenants contained in Transaction Documents to which AGCO is a party.
(c) Any liability, cost, loss or damage incurred by the Company relating to Without limiting any Employee or Worker of the Company claiming other rights that the Bonus Scheme is a contractual right in accordance with their terms of employment Seller may have hereunder or engagement with under applicable law, the Company (including without limitation any ongoing obligation of the Company Purchaser hereby agrees to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by indemnify the Seller and / its respective assigns, officers, directors, agents and employees from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Seller) and disbursements awarded against or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of them arising out of or as a result of a breach of the paymentPurchaser’s representations, warranties or covenants contained in Transaction Documents to which the Buyer and the Company (as the case may be) Purchaser is left with the same amount it would have had if the payment was not subject to Taxationa party.
Appears in 1 contract
Indemnities. 9.1 Each (a) AVT hereby agrees to indemnify and hold harmless EMPIRE (including its officers, directors, shareholders, employees, counsel, representatives, subsidiaries and affiliates, if any), from and against any and all damages, claims, losses and expenses (including reasonable attorneys' fees and expenses) (collectively, "Damages") actually suffered or paid by any of such persons as a result of the Seller and the Warrantors shall indemnify the Buyer and the Company againstbreach of this Agreement, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect representation or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred warranty made by the Buyer or the Company arising out of AVT in this Agreement or in connection with any of the following matters:
(atransactions contemplated in this Agreement. To the extent that AVT's undertakings as set forth in this Section 8.2(a) Any liability may be unenforceable, AVT shall contribute the maximum amount that they are permitted to Taxation, fine or penalty together with any loss, damage or costs arising from or related contribute under applicable law to the Share for Share Exchange payment and any need for remedial action satisfaction of all Damages incurred by the parties entitled to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;indemnification hereunder.
(b) Any obligationEMPIRE hereby agrees to indemnify and hold harmless AVT (including its officers, liabilitydirectors, costshareholders, loss employees, counsel, representatives, subsidiaries and affiliates, if any), from and against any and all damages, claims, losses and expenses (including reasonable attorneys' fees and expenses) (collectively, "Damages") actually suffered or damage relating paid by any of such persons as a result of the breach of this Agreement, including but not limited to any outstanding representation or warranty made by EMPIRE in this Agreement or in connection with the transactions contemplated in this Agreement. To the extent that EMPIRE'S undertakings as set forth in this Section 8.2(b) may be unenforceable, EMPIRE shall contribute the maximum amount due that they are permitted to contribute under applicable law to the payment and payable in respect satisfaction of all Damages incurred by the Purple Batch Loan agreement;parties entitled to indemnification hereunder.
(c) Any liabilityparty seeking indemnification under this Article VIII (an "Indemnified Party") shall give each party from whom indemnification is being sought (each, costan "Indemnifying Party") notice of any matter for which such Indemnified Party is seeking indemnification, loss or damage incurred by stating the Company relating to any Employee or Worker amount of the Company claiming that Damages, if known, and method of computation thereof, and containing a reference to the Bonus Scheme provisions of this Agreement in respect of which such right of indemnification is a contractual right claimed or arises. The obligations of an Indemnifying Party under this Article VIII with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in accordance with their this Article VIII (collectively, "Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions:
(i) Each of employment or engagement the parties shall notify the other within 30 days of initial notice of any Third Party Claim,
(ii) Each of the parties shall respond within 30 days of the initial notice of any Third Party Claim,
(iii) Each of the parties shall cooperate with the Company (including without limitation other to defend any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); Third Party Claims and
(eiv) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors Neither party shall be severally liable enter into a settlement agreement in response to any Third Party Claim under 9.1 above to without the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation written consent of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationother Party.
Appears in 1 contract
Sources: Stock Purchase and Share Exchange Agreement (Empire Global Corp.)
Indemnities. 9.1 Each The Borrower hereby agrees to indemnify and hold harmless the Agent, the Lenders, and each of their respective Affiliates, directors, officers, agents, representatives, counsel and employees and each other Person, if any, controlling them or any of their respective Affiliates within the meaning of either Section 15 of the Seller Securities Act of 1933, as amended, or Section 20(a) of the Exchange Act (each, an “Indemnified Party”), from and the Warrantors shall indemnify the Buyer against any and the Company againstall losses, claims, damages, costs and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses expenses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation reasonable counsel fees and all interest, penalties disbursements) and legal costs and all other reasonable professional costs and expenses) suffered or liabilities which may be incurred by the Buyer or the Company asserted against such Indemnified Party with respect to or arising out of the Revolving Commitments hereunder, the Revolving Loan contemplated hereby, the Loan Documents, the Collateral (including, without limitation, the use thereof by any of such Persons or any other Person, the exercise by any Indemnified Party of rights and remedies or any power of attorney with respect thereto, and any action or inaction of any Indemnified Party under and in accordance with any Loan Documents), the use of proceeds of any financial accommodations provided hereunder, any investigation, litigation or other proceeding (pending or threatened) relating thereto, or the role of any such Person or Persons in connection with any of the following matters:
(a) Any liability to Taxation, fine foregoing whether or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (they or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable Indemnified Party is named as a party to any Claim under 9.1 above legal action or proceeding (“Claims”). The Borrower will not, however, be responsible to any Indemnified Party hereunder for any Claims to the extent set that a court having jurisdiction shall have determined by a final nonappealable judgment that any such Claim shall have arisen out of or resulted solely from (1) actions taken or omitted to be taken by such Indemnified Party by reason of its bad faith, willful misconduct or gross negligence, (2) a successful claim by the Borrower against such Indemnified Party or (3) any Claims based solely on Receivables that are uncollectible other than as a result of a Non‐ Recourse Indemnity Event (“Excluded Claims”). Further, should any employee of an Indemnified Party, in column 2 connection with such employee’s employment by such Indemnified Party, be involved in any legal action or proceeding in connection with the transactions contemplated hereby (other than relating to an Excluded Claim), the Borrower hereby agrees to pay to such Indemnified Party such reasonable per diem compensation as such Indemnified Party shall request for each employee for each day or portion thereof that such employee is involved in preparation and testimony pertaining to any such legal action or proceeding. Each Indemnified Party shall give the Borrower prompt notice of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer any Claim with respect to which such Indemnified Party is seeking indemnification hereunder, setting forth a description of those elements of the Claim of which such Indemnified Party has knowledge. The Indemnified Party shall be permitted hereunder to select counsel to defend such Claim at the expense of the Borrower. The Indemnified Parties and the Borrower and their respective counsel shall cooperate with each other in all reasonable respects in any investigation, trial, and defense of any such Claim and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 belowappeal arising therefrom.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Indemnities. 9.1 Each 5.1 Notwithstanding the Completion of the Seller transactions contemplated under this Agreement or the Purchaser's Investigation, the representations, warranties and acknowledgements of the Warrantors Shareholder, Able Auctions or either of them contained in this Agreement or any certificates or documents delivered by them or either of them pursuant to this Agreement shall indemnify survive the Buyer and the Company against, Completion and shall pay continue in full force and effect thereafter for one year for the benefit of the Purchaser. If any of the Actions result in settlement or judgement against Able Auctions, or if any of the representations, warranties or acknowledgements given by the Shareholder, Able Auctions or either of them is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the Buyer part of the Shareholder, Able Auctions or either of them, then the Shareholder and Able Auctions shall jointly and severally indemnify and save harmless the Purchaser from and against any and all liability, claims, debts, demands, suits, actions, penalties, fines, losses, costs (including legal fees, disbursements and taxes as charged on a sum equal to, all liabilities, costs, expenseslawyer and own client basis), damages and losses (including but not limited to expenses of any directkind whatsoever which may be brought or made against the Purchaser by any person, indirect firm or consequential losses, loss corporation of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) any kind whatsoever or which may be suffered or incurred by the Buyer Purchaser, directly or the Company indirectly, arising out of or in connection with as a consequence of any of the following matters:
Actions or any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by the Purchaser, directly or indirectly, arising out of any material assessment or reassessment levied upon Able Auctions for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, costs (aincluding legal fees, disbursements and taxes as charged on a lawyer and own client basis) Any liability to Taxation, fine or penalty together with and expenses of any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out kind whatsoever in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesforegoing.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability Each of the Obligors agrees to, jointly and severally, indemnify, defend and hold the Manager (including, for the avoidance of doubt, any replacement Manager) harmless from and against any and all suits, liabilities, damages, or claims for damages (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to Taxationany such suits, fine liabilities or penalty together with claims), in any lossway relating to the Parking Facilities, damage the Manager’s performance of the Services hereunder, or costs arising from the exercise by the Manager of the powers or related authorities herein or hereafter granted to the Share Manager, except for Share Exchange those actions, omissions and any need for remedial action to be carried out in respect breaches of the same Manager in order relation to ensure that which the Seller Manager has proper legal and beneficial title agreed to indemnify the Sale Shares;Obligors pursuant to Section 23(b).
(b) Any obligationThe Manager agrees to indemnify, liabilitydefend and hold the Obligors harmless from and against any and all suits, costliabilities, loss damages, or damage claims for damages (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any outstanding amount due and payable such suits, liabilities or claims), in respect any way relating to (i) any acts or omissions of the Purple Batch Loan agreement;Manager or its agents, officers or employees in the performance of the Services hereunder constituting fraud, negligence or willful misconduct or (ii) any material breach of any representation or warranty made by the Manager hereunder.
(c) Any liabilityIf any action or proceeding is brought against an Indemnified Party with respect to which indemnity may be sought under this Section 23, costthe Indemnitor, loss upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel and payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action or damage incurred by proceeding and to participate in the Company relating defense thereof, but the Indemnitor shall not be required to any Employee or Worker pay the fees and expenses of such separate counsel unless such separate counsel is employed with the written approval and consent of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment Indemnitor, which shall not be unreasonably withheld or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;refused.
(d) Any obligation, liability (including any liability to tax The indemnities in this Section 23 shall survive the expiration or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person termination of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); andAgreement.
(e) Any liability, cost, loss or damage incurred The indemnities payable under this Section 23 by the Company relating Obligors shall be subject to the sale or grant availability of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out funds for such purpose in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer accordance with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(aSection 5.01(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.Base Indenture.
Appears in 1 contract
Indemnities. 9.1 Each of the Seller and the Warrantors 10.1 JOGMEC shall indemnify the Buyer and the Company againstbe solely liable for, and shall pay indemnify, defend and hold harmless, [the Research Collaborator] from and against all claims arising out of, or in any way connected with the performance of this Agreement that relate to personal injury (including illness, death or disease) to:
a) its directors, officers and employees and directors, officers and employees of its affiliates, except to the Buyer a sum equal toextent caused by negligence, breach of duty or other faults of [the Research Collaborator]; and
b) any third party to the extent attributable to the negligence, breach of duty or other faults of JOGMEC.
10.2 [The Research Collaborator] shall be solely liable for, and shall indemnify, defend and hold harmless, JOGMEC from and against all liabilitiesclaims arising out of, costsor in any way connected with, expenses, damages and losses the performance of this Agreement that relate to personal injury (including but not limited illness, death or disease to:
a) its directors, officers and employees and directors, officers and employees of its affiliates, except to the extent caused by negligence, breach of duty or other faults of JOGMEC; and
b) any third party to the extent attributable to the negligence, breach of duty or other faults of [the Research Collaborator].
10.3 JOGMEC shall be solely liable for, and shall indemnify, defend and hold harmless, [the Research Collaborator] from and against all claims arising out of, or in any way connected with, the performance of this Agreement that relate to loss of, or damage to any directproperty:
a) owned, hired or leased by JOGMEC, except to the extent caused by negligence, breach of duty or other faults of [the Research Collaborator]; and
b) of any third party to the extent attributable to the negligence, breach of duty or other faults of JOGMEC.
10.4 [The Research Collaborator] shall be solely liable for, and shall indemnify, defend and hold harmless, JOGMEC from and against all claims arising out of, or in any way connected with, the performance of this Agreement that relate to loss of, or damage to any property:
a) owned, hired or leased by [the Research Collaborator], except to the extent caused by negligence, breach of duty or other faults of JOGMEC; and
b) of any third party to the extent attributable to the negligence, breach of duty or other faults of [the Research Collaborator].
10.5 None of the Parties shall be responsible or liable to the another Party for special, indirect or consequential lossesloss or damage suffered by such other Party, such as loss of contracts, loss of profitprofits, loss of reputation and all interestproduction or facility downtime, penalties and legal costs and all whether such liability is based or claimed to be based upon any negligence or other reasonable professional costs and expenses) suffered act or incurred by omission on the Buyer part of the Party causing the damage or the Company arising out loss, or any of or such Partyʼs personal in connection with any the performance or non-performance of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesthis Agreement.
9.2 The Warrantors shall be severally liable to 10.6 Article 10 survives any Claim under 9.1 above to the extent set out in column 2 termination of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.this Agreement. Article11 CONSULTATION
Appears in 1 contract
Sources: Joint Research and Technology Development Agreement
Indemnities. 9.1 Each The Borrower hereby agrees to indemnify the Program Manager, the Syndication Agent, the Lead Arranger and each Lender on demand against any loss or expense which such Program Manager, Syndication Agent, Lead Arranger, Lender or branch or Affiliate of such Person may sustain or incur as a consequence of: (i) any default in payment or prepayment of the Seller principal amount of any Revolving Loan or any portion thereof made to it or any portion thereof or interest accrued thereon, as and when due and payable (at the Warrantors shall indemnify due date thereof, by irrevocable notice of payment or prepayment, or otherwise); (ii) the Buyer and effect of the Company againstoccurrence of any Event of Default upon any Revolving Loan made to it or any portion thereof; (iii) the payment or prepayment of the principal amount of any Revolving Loan made to it or any portion thereof, and shall pay on any day other than a Funding Date; or (iv) the failure by the Borrower to the Buyer accept a sum equal toRevolving Loan after it has requested such borrowing; in each case including, all liabilities, costs, expenses, damages and losses (including but not limited to to, any direct, indirect loss or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Revolving Loan or any portion thereof. The Lender shall provide to the Borrower a statement, supported when applicable by documentary evidence, explaining the Buyer amount of any such loss or the Company arising out of or in connection with any of the following matters:expense it incurs, which statement shall be conclusive absent manifest error.
(a) Any liability The Borrower hereby agrees to Taxationindemnify and hold harmless each Lender, fine the Program Manager, the Master Servicer, the Syndication Agent, the Lead Arranger, the Collateral Agent and their respective Affiliates, directors, officers, agents, representatives, counsel and employees and each other Person, if any, controlling them or penalty together any of their respective Affiliates within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20(a) of The Securities Exchange Act of 1934, as amended (each, an "Indemnified Party"), from and against any and all losses, claims, damages, costs, expenses (including reasonable counsel fees and disbursements) and liabilities which may be incurred by or asserted against such Indemnified Party with respect to or arising out of the commitments hereunder to make Revolving Loans, or the financings contemplated hereby, the other Documents, the Collateral (including, without limitation, the use thereof by any of such Persons or any other Person, the execution and delivery of this Agreement or any agreement or instrument contemplated hereby, the exercise by any Indemnified Party of rights and remedies or any power of attorney with respect thereto, and any action or inaction of any Indemnified Party under and in accordance with any lossDocuments), damage the use of proceeds of any financial accommodations provided hereunder, any investigation, litigation or costs arising from other proceeding (brought or related threatened) relating thereto, or the role of any such Person or Persons in connection with the foregoing, whether or not they or any other Indemnified Party is named as a party to any legal action or proceeding ("Claims"). The Borrower will not, however, be responsible to any Indemnified Party hereunder for any Claims to the Share for Share Exchange extent that a court having jurisdiction shall have determined by a final nonappealable judgment that any such Claim shall have arisen out of or resulted from (a)(i) actions taken or omitted to be taken by such Indemnified Party by reason of the bad faith, willful misconduct or gross negligence of any Indemnified Party, or (ii) in violation of any law or regulation applicable to such Indemnified Party (except to the extent that such violation is attributable to any breach of any representation, warranty or agreement by or on behalf of the Borrower, any Provider or any of their respective designees, in each case, as determined by a final nonappealable decision of a court of competent jurisdiction), or (b) a successful claim by any Provider against such Indemnified Party ("Excluded Claims"). The Indemnified Party shall give the Borrower prompt Written Notice of any Claim setting forth a description of those elements of the Claim of which such Indemnified Party has knowledge. The Program Manager, as an Indemnified Party shall be permitted hereunder to select counsel to defend such Claim at the expense of the Borrower and, if such Indemnified Party shall decide to do so, then all such Indemnified Parties shall select the same counsel to defend such Indemnified Parties with respect to such Claim; provided, however, that if any such Indemnified Party shall in its reasonable opinion consider that the retention of one joint counsel as aforesaid shall result in a conflict of interest, such Indemnified Party may, at the expense of the Borrower, select its own counsel to defend such Indemnified Party with respect to such Claim. The Indemnified Parties and the Borrower and their respective counsel shall cooperate with each other in all reasonable respects in any investigation, trial and defense of any such Claim and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;appeal arising therefrom.
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of To the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming extent that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation Borrower fails to pay any ongoing obligation of the Company amount required to make payments in accordance with or connected be paid by it to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim Program Manager under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
paragraph (a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
or (b) any amount necessary of this Section, each Lender severally agrees to ensure that, after any Taxation pay to the Program Manager such Lender's pro rata share (determined as of the paymenttime that the unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, the Buyer and the Company (claim, damage, liability or related expense, as the case may be, was incurred or asserted against the Program Manager in its capacity as such.
(c) is left with To the same amount it would have had if extent permitted by applicable law, the payment was Borrower shall not subject assert, and hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to Taxationdirect or actual damages) arising out of, in connection with, or as a result of, this Agreement, the other Documents or any agreement or instrument contemplated hereby or thereby, the financings contemplated hereunder or thereunder, any Revolving Loan or the use of the proceeds thereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Five Star Quality Care Inc)
Indemnities. 9.1 Each Except for obligations expressly assumed or agreed to be assumed by Purchaser and its Affiliates hereunder or in a Closing Document, neither Purchaser nor any Affiliate of Purchaser is assuming any obligations of Transferor Parties to third parties, nor any liability to third parties for claims arising out of any act, omission or occurrence which occurs, accrues or arises prior to the Closing Date (other than as to the physical or environmental condition of the Seller and Hotels existing on the Warrantors shall indemnify the Buyer and the Company againstClosing Date), and Owner and Wyndham (jointly and severally with each Owner) shall pay to the Buyer a sum equal todefend, indemnify and hold Purchaser and its Affiliates harmless from and against any and all liabilitiesclaims, costs, expensespenalties, damages damages, losses, liabilities and losses expenses (including but not limited reasonable attorneys’ fees) (collectively, “Damages”) that may at any time be incurred by any of them to any directthird party to the extent as a result of (1) obligations of Transferor Parties which occur, indirect accrue or consequential lossesarise prior to the Closing Date and which are not expressly assumed or agreed to be assumed by Purchaser and its Affiliates hereunder, loss (other than as to claims of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company Damages to a Governmental Authority arising out of or resulting from or relating to the physical condition or environmental condition of the Properties prior to the Closing Date and other than as to and excluding liabilities or claims for remediation pertaining to the physical or environmental condition of the Properties prior to the Closing Date), or (2) liability or claims arising out of any acts, omissions or occurrences which occur, accrue or arise in connection with any the Properties prior to the Closing Date (other than as to and excluding liabilities to or claims of a Governmental Authority arising out of or resulting from or relating to the physical condition or environmental condition of the following matters:
Properties prior to the Closing Date and other than as to and excluding liabilities or claims for remediation pertaining to the physical or environmental condition of the Properties prior to the Closing Date), including, without limitation, claims, liabilities, duties and obligations under (a) Any liability the Ground Leases, (b) the License Agreements, (c) the Third Party Management Agreements, including, without limitation, the submanagement agreements and franchise agreements (whether or not “suspended”) (as same have been amended or modified pursuant to Taxationthe Marriott Settlement Agreement) with IHC II, fine LLC and/or Marriott, and (d) the Marriott Settlement Agreement, and under any guarantee of any thereof, which occur, accrue or penalty together with any lossarise (and are attributable to the period) prior to the Closing Date, damage and which are not expressly assumed or costs agreed to be assumed by Purchaser or its Affiliates hereunder (other than as to and excluding claims, liabilities, duties or obligations of or to a Governmental Authority arising out of or resulting from or related relating to the Share physical condition or environmental condition of the Properties prior to the Closing Date and other than as to and excluding claims or Damages for Share Exchange or pertaining to remediation of the physical or environmental condition of the Properties prior to the Closing Date). Purchaser shall defend, indemnify and hold Wyndham, Owner, Operating Lessee, Wyndham Manager and their Affiliates harmless from and against any need and all Damages that may at any time be incurred by any of them to any third party to the extent as a result of (1) obligations of Purchaser and its Affiliates which occur, accrue or arise (and are attributable to the period) from and after the Closing Date (except as to claims of or Damages to a Governmental Authority arising out of or resulting from or relating to the physical condition or environmental condition of the Properties prior to the Closing Date and except as to claims or Damages for remedial action or pertaining to remediation of the physical or environmental condition of the Properties existing on the Closing Date, unless expressly assumed or agreed to be carried assumed by Purchaser or its Affiliates hereunder), (2) liability or claims arising out of any acts, omissions or occurrences which occur, accrue or arise (and are attributable to the period) from and after the Closing Date, in each case in connection with the Properties (except as to liabilities to or claims of a Governmental Authority arising out of or resulting from or relating to the physical condition or environmental condition of the Properties prior to the Closing Date and except as to claims or Damages for or pertaining to remediation of the physical or environmental condition of the Properties prior to the Closing Date, unless expressly assumed or agreed to be assumed by Purchaser or its Affiliates hereunder), including, without limitation, any and all claims, liabilities, duties and obligations under (a) the Ground Leases, (b) the License Agreements (or New Third Party License Agreements) and (c) the Third Party Management Agreements (or New Third Party Management Agreements), including, without limitation, the submanagement agreements and franchise agreements (whether or not “suspended”) (as same have been amended or modified pursuant to the Marriott Settlement Agreement) with IHC II, LLC and/or Marriott, and under any guarantee of any thereof, which occur, accrue or arise (and are attributable to the period) from and after the Closing Date, or (3) obligations which are expressly assumed or agreed to be assumed by Purchaser or its Affiliates hereunder. Upon the occurrence of any event giving rise to a claim for indemnification (an “Indemnification Claim”) under any provision of this Agreement or any Closing Document, the party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party (the “Indemnitor”) of such Indemnification Claim and provide the Indemnitor with copies of any documents describing or otherwise bearing on the subject matter of such indemnification obligation; provided, however, that the failure to notify Indemnitor shall not relieve Indemnitor from any liability which Indemnitor may have under the Indemnification Claim except to the extent that it has been materially prejudiced by such failure. Indemnitor shall be entitled to participate in any pending or threatened claim, action, suit or proceeding in respect of the same Indemnification Claim and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnitor to the Indemnified Party of its election to assume the defense of such claim, action, suit or proceeding, Indemnitor shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in order connection with the defense thereof except as provided in the following sentence. The Indemnified Party shall have the right to ensure employ separate counsel in any such claim, action, suit or proceeding and to participate in the defense thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnitor in writing, (ii) there is, in the reasonable opinion of independent counsel, a conflict concerning any material issue between the position of the Indemnitor and the Indemnified Party, in which case if the Indemnified Party notifies Indemnitor in writing that it elects to employ separate counsel at the expense of Indemnitor, then Indemnitor shall not have the right to assume the defense of the claim, action, suit or proceeding on behalf of the Indemnified Party, but in such event the Indemnitor shall not be required to pay the charges and expenses of counsel other than (i) counsel retained by Indemnitor to assume the defense of one or more Indemnified Parties and (ii) one separate counsel retained by all other Indemnified Parties. Nothing set forth herein is intended to or shall impair the right of any Indemnified Party to retain separate counsel at its own expense. If the Indemnitor does not elect to engage attorneys or other persons to defend against such claim, action, suit or proceeding, the Indemnitor shall pay the reasonable charges and expenses of such attorneys and other persons as are engaged by the Indemnified Party on a current basis within thirty (30) days after submission of invoices or bills therefor, provided that the Seller has proper legal and beneficial title Indemnified Party shall promptly repay to the Sale Shares;
(b) Any obligationIndemnitor the amount of any such charges and expenses if it is ultimately determined that the Indemnified Party was not entitled to be indemnified in connection with such matter. The Indemnitor will not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, liabilityaction, cost, loss suit or damage relating to any outstanding amount due and payable proceeding in respect of the Purple Batch Loan agreement;
Indemnification Claim unless, (ci) Any liability, cost, loss or damage incurred by Indemnitor shall have given the Company relating to any Employee or Worker Indemnified Party reasonable prior written notice thereof and shall have obtained an unconditional release of the Company claiming that the Bonus Scheme is a contractual right Indemnified Party from all liability arising out of such claim, action, suit or proceeding, or (ii) Indemnitor reaffirms in accordance with their terms writing its indemnity obligations hereunder regardless of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected Applicable Laws to the Bonus Scheme) contrary. As long as Indemnitor has complied with its obligations to defend and gives them any right or entitlement to a payment indemnify, Indemnitor shall not be liable for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment settlement made by the Seller and / Indemnified Party without the consent of Indemnitor (which consent shall not be unreasonably withheld or delayed). The provisions of this Section 9.5 shall survive the Warrantors in respect Closing for the statute of limitations period applicable to the cause of action underlying an Indemnity Claim shall include:
(a) an amount in respect indemnity claim and, only as to any indemnification obligation under this Agreement which survives a termination of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) this Agreement, any amount necessary to ensure that, after any Taxation termination of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationthis Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Wyndham International Inc)
Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to TaxationThe Lessee shall indemnify, fine or penalty together with any lossprotect, damage or costs arising from or related to defend and hold harmless the Share for Share Exchange Lessor, each general and any need for remedial action to be carried out in respect limited partner of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligationLessor, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability▇▇▇▇, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇ Leasing, each THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY Assignee, and their respective assigns and successors, and each Affiliate of each of them, and their respective officers, directors, trustees, incorporators, shareholders, partners (general and limited, including, without limitation, the general and limited partners of the Lessor), employees, agents and servants (each of the foregoing an "INDEMNIFIED PERSON") from and against any and all liabilities (including, without limitation, Environmental Damages and strict liability in tort), losses, obligations, claims (including, without limitation, Environmental Damages and strict liability in tort), damages, penalties, causes of action, suits, costs and expenses (including, without limitation, attorneys', experts', consultants' and accountants' fees and expenses) or judgments of any nature relating to or in any way arising out of:
(i) the purchasing, ordering, delivery, acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by the Lessee of title and registration documents, ownership, fee interest in the Premises, use, non-use, misuse, financing, operation, transportation, repair or control of the Project or any part thereof, accident, injury, death or property damage on or about the Project and the Project Contracts, (A) except to the extent that such costs are included in the Acquisition Cost or Adjusted Acquisition Cost of the Project, (B) except for any general administrative expenses of the Lessor and (C) except that this indemnity shall not increase any payment required to be made by the Lessee pursuant to paragraph (b)(iii)(A) or (c)(iii)(A) of Section 12 of this Lease; PROVIDED, THAT, this paragraph (a) of Section 11 shall not require indemnification for any tax, regardless of whether indemnification for any tax is required under paragraph (b) of this Section 11;
(ii) the assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of the Project or any part thereof; PROVIDED, HOWEVER, that, upon request of the Lessee, the Lessor will make available to the Lessee the Lessor's rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any equipment constituting a part of the Project;
(iii) any violation, or alleged violation, by the Lessee of this Lease or the Project Contracts or of any contracts or agreements to which the Lessee is a party or by which it is bound or of any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all other Legal Requirements applicable to the Project;
(iv) any and all Environmental Damages relating to or in any way arising out of the Project, including, without limitation:
(A) the violation or alleged violation of or compliance or non-compliance with any Environmental Requirements (i) in connection with the ownership or operation of the Project, and (ii) by any prior owner or operator of the Premises in connection with the ownership or operation of the Premises;
(B) the Release or threatened Release at, to or from any location of any Contaminants, or Remedial Action or corrective action (as the latter term is used THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY in Section 3004(u), 3004(v), and 3008(h) of the Resource Conservation and Recovery Act or any equivalent state, local or foreign law) to address any Contaminants, (i) generated, treated, recycled, stored, processed, used or disposed by or on behalf of the Lessee at or in connection with the Project, (ii) generated, treated, recycled, stored, processed, used or disposed by or on behalf of any prior owner or operator of the Premises in connection with the ownership or operation of the Premises, (iii) transported by or on behalf of the Lessee or any other Person to or from the Project for treatment, recycling, processing, use or disposal at any location, or (iv) removed by any Person from any portion of the Project; and
(C) the presence of any Contaminant at, in, on or under the Project;
(D) the failure to report, disclose or remediate any of the foregoing or to comply with any applicable consent order or voluntary agreement with any Governmental Authority relating to any of the foregoing; and
(E) any allegations of any of the foregoing;
(v) any breach of a representation, warranty or covenant made herein or which is contained in any certificate, document or financial or other statement furnished by or on behalf of the Lessee under or in connection with this Lease;
(vi) any default by the Lessee in the performance or observance of any term, covenant, condition or obligation contained in this Lease; and
(vii) the Project Contracts.
(b) The Lessee agrees to indemnify, protect, defend and hold harmless each Indemnified Person from and against all U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature, including, but not limited to, license, qualification, franchise, rental, withholding, sales, use, net income, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation fees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon (all of which shall be deemed to be taxes), assessed, levied against or payable by the Lessor or any Indemnified Person, with respect to the Project or the acquisition, purchase, sale, rental, use, operation, control or ownership of the Project (including, without limitation, any claim by any Governmental Authority for transfer tax, transfer gains tax, mortgage recording tax, filing or other similar taxes or fees in connection with the acquisition of the Project by the Lessor or otherwise in connection with this Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by the Lessor with respect thereto; PROVIDED, HOWEVER, that this indemnity shall not apply to (i) any U.S. withholding tax imposed because the recipient or legal or beneficial owner of the amount being taxed is not a U.S. Person within the meaning of Section 7701 of U.S. Internal Revenue Code of 1986 by reason of the failure by an Indemnified Person to comply with any withholding certification or other procedure required by applicable law as a precondition to any exemption from, or reduction of, such tax to which such Indemnified Person would be legally entitled and eligible to make such certification or comply with such procedure, (ii) as long as no Event of Default shall have occurred and be continuing, THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY taxes that result solely from events (other than the payments of amounts described in this Lease) that occur and relate to periods after the expiration or earlier termination of this Lease as provided under Sections 12, 13 and 14 hereof, (iii) any taxes or increase in taxes imposed on an Indemnified Person as a result of such Indemnified Person not being a citizen or resident of, or not being organized under the laws of, the United States or any political subdivision thereof, or having had a permanent establishment or otherwise been engaged in a trade or business outside the United States, PROVIDED, that such tax or increase in tax would not have been imposed had such Indemnified Person been a U.S. Person without a foreign permanent establishment or trade or business outside the United States, (iv) taxes that result from (a) any voluntary transfer by an Indemnified Person (including such Indemnified Person's voluntary imposition of a Lessor Lien) of any interest in or obligation of the Project or any part thereof or the Lessor or any interest arising under this Lease other than to which the Lessee consents or which is otherwise expressly permitted or contemplated by this Lease, the Agreement for Lease or any document contemplated thereby, or (b) from any voluntary transfer of any interest in an Indemnified Person or from any involuntary transfer of any of the foregoing interests in connection with any bankruptcy or other proceeding for the relief of debtors in which such Indemnified Person is the debtor or any foreclosure by a creditor of any Indemnified Person; PROVIDED, HOWEVER, that this exclusion (iv) shall not apply if any such transfer occurs at any time after an Event of Loss, Event of Default or Termination Event hereunder, or an Event of Default (as defined in the Agreement for Lease), Event of Project Termination (as defined in the Agreement for Lease), or Event of Loss (as defined in the Agreement for Lease) shall have occurred and is continuing, (v) taxes that have not been paid or credited and that are being contested in accordance with the provisions of Section 27 or 11(f) hereof, during the pendency of such contest, (vi) taxes (including, without limitation, taxes in the nature of interest, penalties, fines and additions to tax), payable as the result of an Indemnified Person's failure to file, in accordance with the appropriate filing procedures and on a timely basis, any tax reports, returns or statements (other than any such tax reports, returns or statements which the Lessee is required to file pursuant to the terms of this Lease), and (vii) Federal, state, local or other net income taxes imposed directly upon the Lessor or any Indemnified Person, and PROVIDED, FURTHER that, subject to clauses (i) through (vi) above, this indemnity shall apply to (1) such net income taxes imposed by a state or local government or other taxing authority thereof (A) as a result of the location or use of the Project within the jurisdiction of such government or taxing authority or (B) to the extent imposed in whole or in part by reason of a relationship or asserted relationship between such government or other taxing authority and the Project or the transactions contemplated herein, (2) such net income taxes to the extent imposed as a result of the inability to claim, or disallowance or other loss of deductions customarily allowed in computing net income (e.g., interest expense, financing, administrative, ordinary operating expenses and other fees and expenses), by reason of such Indemnified Person's relationship to the Project, to the extent, if any, that such circumstances described in clause (1) and (2) above shall have resulted in a net increase in the overall net income taxes of such Indemnified Person over the net income taxes that would have occurred without regard to such circumstances and, in each case to the extent such net income taxes (or benefit of a deduction as the case may be) would not have been imposed (a) had the Lessee been the titled owner of the Project under applicable state law and (b) had the Lessor made a secured loan to the Lessee corresponding to the characterization contemplated by Section 21 hereof, or (3) the Lessor for the New York Unincorporated Business Tax. THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY
(c) The Lessee shall forthwith upon demand, reimburse any Indemnified Person for any sum or sums expended with respect to any of the foregoing or, upon request from any Indemnified Person, shall pay such amounts directly. Any payment made to, or on behalf of, any Indemnified Person pursuant to this Section 11 shall be increased to such amount as will, after taking into account all taxes imposed with respect to the accrual or receipt of such payment (as the same may be increased pursuant to this sentence), equal the amount of the payment, reduced by the amount of any savings in such taxes actually realized by the Indemnified Person as a result of the payment or accrual of the amounts in respect of which the payment to or on behalf of the Indemnified Person hereunder is made. To the extent that the Lessee in fact indemnifies any Indemnified Person under the indemnity provisions of this Lease, the Lessee shall be subrogated to such Indemnified Person's rights in the affected transaction and shall have the exclusive right to determine the settlement of such indemnified claims therein. If any Indemnified Person shall actually realize a tax benefit as a result of the failure of the Lessee to be treated as the owner of the Project for Federal, state or local income tax purposes, which tax benefit has not previously been taken into account in computing the amount of the indemnity payable with respect to claims under Section 11(b) hereof, then an amount equal to such tax benefit shall reduce any amount that the Lessee is subsequently obligated to pay pursuant to Section 11(b) hereof. The determination of whether a tax benefit has actually been realized or whether such tax benefit has previously been taken into account by such Indemnified Person, shall be determined in good faith by such Indemnified Person.
(d) The indemnities and all exclusions to the tax indemnity and tax savings provisions contained in this Section 11 shall not be affected by any termination or expiration of this Lease.
(e) Notwithstanding any provisions of this Section 11 to the contrary, the Lessee shall not indemnify and hold harmless any Indemnified Person against any claims, liabilities or taxes to the extent arising from the gross negligence or willful misconduct of such Indemnified Person.
(f) Promptly after receipt by an Indemnified Person of notice of any claim, action, proceeding or suit against such Indemnified Person, the Lessor or such Indemnified Person will, if a claim for indemnification is to be made against the Lessee under this Section 11 with respect thereto, notify the Lessee in writing of such claim or the commencement of such action, proceeding or suit, but an omission so to notify will not relieve the Lessee from any liability which it may have to an Indemnified Person under this Section 11, except to the extent that any amount for which indemnity is required hereunder is a direct result of such failure to give notice. In case any such claim, action, proceeding or suit is brought against an Indemnified Person, and the Lessor or such Indemnified Person notifies the Lessee of the existence thereof, the Lessee will be entitled to participate in and, to the extent that it may wish, assume the defense thereof, with counsel selected by the Lessee and reasonably satisfactory to such Indemnified Person, it being understood that ▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies LLP is reasonably acceptable for this purpose. The Indemnified Person will cooperate with the Buyer Lessee in such defense. After notice from the Lessee to an Indemnified Person of its election to assume the defense of any claim or action, the Lessee will not be liable to such Indemnified Person under this Section 11 for any legal or other expenses subsequently incurred by such Indemnified Person in connection with respect the defense thereof, unless incurred at the request or with the consent of the Lessee or unless the Lessee fails, in a timely manner, to all engage such counsel reasonably satisfactory to such Indemnified Person; PROVIDED, that the Lessee shall not have the right to assume the defense thereof, to the extent that THIS LEASE AGREEMENT IS CONFIDENTIAL AND PROPRIETARY such Indemnified Person shall deliver to the Lessee a written notice waiving the benefits of the indemnification of such Indemnified Person provided by this Section 11 in connection with such claim, action, proceeding or suit and any costother claim, loss action, proceeding or damage relating suit whose outcome will be controlled thereby. Notwithstanding the foregoing, if (i) any criminal proceeding is brought against an Indemnified Person who is an individual, (ii) the action threatens to a breach by him restrain or adversely affect the conduct of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect business of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by Indemnified Person, excluding the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation business of the paymentLessor's ownership of the Project, or (iii) independent counsel to an Indemnified Person shall conclude that there may be defenses available to such Indemnified Person which are different from, or additional to, and may conflict with those available to the Lessee, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.Lesse
Appears in 1 contract
Indemnities. 9.1 Each of the (a) Seller hereby agrees to indemnify and the Warrantors shall indemnify the Buyer hold harmless Purchaser and the Company againstfrom and against any and all damages, and shall pay to the Buyer a sum equal toclaims, all liabilities, costs, expenses, damages and losses or expenses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs attorneys' fees and expenses) ("Damages") actually suffered or paid by Purchaser or the Company as a result of the breach of any representation, warranty or covenant made by any Seller in this Agreement. To the extent that Seller's undertakings set forth in this Section 7.2(a) may be unenforceable, Seller shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability parties entitled to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;indemnification hereunder.
(b) Any obligation, liability, cost, loss Purchaser and the Company hereby agree to indemnify and hold harmless Seller against Damages actually suffered or damage relating to any outstanding amount due and payable in respect paid by Seller as a result of the Purple Batch Loan agreement;breach of any representation, warranty or covenant made by the Purchaser in this Agreement. To the extent that the Purchaser's undertakings set forth in this Section 7.2(b) may be unenforceable, the Purchaser and the Company shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the parties entitled to indemnification hereunder.
(c) Any liabilityparty seeking indemnification under this Article VII (an "Indemnified Party") shall give each party from whom indemnification is being sought (each, costan "Indemnifying Party") notice of any matter for which such Indemnified Party is seeking indemnification, loss stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or damage incurred arises. The obligations of an Indemnifying Party under this Article VII with respect to Damages arising from any claims of any third party which are subject to the indemnification provided for in this Article VII (collectively, "Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive, after the Closing Date, initial notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Company relating to any Employee or Worker Indemnified Party of the Company claiming such notice; provided, however, that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue provide such timely notice shall not release the Indemnifying Party from any of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim its obligations under 9.1 above this Article VII except to the extent set out the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in column 2 the judgment of Schedule 1.
9.3 the Indemnified Party (upon advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with respect the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and any cost, loss information in the Indemnified Party's possession or damage under the Indemnified Party's control relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made thereto as is reasonably required by the Seller Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and / make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Warrantors Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all liability in respect of an Indemnity such Third Party Claim shall include:
or (aii) an amount settle or compromise any Third Party Claim in respect of all costs and expenses reasonably incurred any manner that may adversely affect the Indemnified Party. Finally, no Third Party Claim which is being defended in good faith by the Buyer and Indemnifying Party or which is being defended by the Company Indemnified Party as provided above in bringing this Section 7.2(c) shall be settled by the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation Indemnified Party without the written consent of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to TaxationIndemnifying Party.
Appears in 1 contract
Indemnities. 9.1 Each 10.1 Subject to clause 7.1 and Schedule 6, without restricting the rights of the Buyer or the ability of the Buyer to claim damages on any basis available to if the Sellers are in breach of any of the Warranties the Sellers shall pay the Buyer on demand the amount necessary to put it and the Company into the position which would have existed if such Warranty or Warranties had not been breached together with all reasonable costs and expenses incurred by the Buyer and/or the Company as a result of such breach.
10.2 Without restricting the rights of the Sellers or the ability of the Seller and the Warrantors shall indemnify to claim damages on any basis available to them if the Buyer and is in breach of any of the Company against, and warranties set out in this clause 10.2 the Buyer shall pay to the Buyer a sum equal to, Sellers on demand the amount necessary to put them into the position which would have existed if any of the warranties set out in this clause 10.2 had not been breached together with all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal reasonable costs and all other reasonable professional costs and expenses) suffered or expenses incurred by the Sellers as a result of such breach. The Buyer or warrants to the Company arising out of or Sellers in connection with any of the following mattersterms:
(a) Any the Buyer has the requisite power and authority to enter into and perform this agreement and the documents referred to in it (to which it is a party), and they constitute valid, legal and binding obligations on the Buyer in accordance with their respective terms.
(b) the execution and performance by the Buyer of this agreement and the documents referred to in it will not breach or constitute a default under the Buyer’s articles of association, or any agreement, instrument, order, judgement or other restriction which binds the Buyer; and
(c) the Buyer or any of its officers, directors or employees has not employed any broker or finder or incurred any liability to Taxationfor any brokerage fee, fine commission or penalty together finder’s fee or similar fees, commissions or reimbursement expenses in connection with any lossthe transactions contemplated by this Agreement.
10.3 Save in the event of the Buyer’s fraud or wilful misconduct, damage or costs arising from or related no liability shall attach to the Share for Share Exchange and Buyer in respect of any need for remedial action to be carried out claim in respect of the same warranties set out in order to ensure that clause 10.2 unless the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable aggregate liability in respect of such claim exceeds £130,000, but if such liabilities shall exceed that sum the Purple Batch Loan agreement;
Buyer shall (csubject to the other provisions hereof) Any liability, cost, loss or damage incurred by be liable for the Company relating to any Employee or Worker whole of such liabilities and not merely for the excess. The aggregate amount of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation liability of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by claims under this agreement shall not in any event exceed the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to TaxationPurchase Price.
Appears in 1 contract
Indemnities. 9.1 Each (a) Delek-Big Sandy sh▇▇▇ ▇efend, indemnify and hold harmless Delek Refining, its Affiliates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (collectively, the “Delek Refining Indemnitees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by Delek-Big Sandy of ▇▇▇ covenant or agreement contained herein or made in connection herewith or any representation or warranty of Delek-Big Sandy ma▇▇ ▇▇rein or in connection herewith proving to be false or misleading, (ii) any failure by Delek Big-Sandy, i▇▇ ▇▇filiates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Delek-Big Sandy, i▇▇ ▇▇filiates or any of their respective employees, representatives, agents or contractors in the exercise of any of the Seller and rights granted hereunder or the Warrantors handling, storage, transportation or disposal of any Products hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Delek Refining Indemnitees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the foregoing, Delek-Big Sandy’s liability to the Delek Refining Indemnitees pursuant to this Section 20(a) shall indemnify be net of any insurance proceeds actually received by the Buyer and Delek Refining Indemnitee or any of their respective Affiliates from any third Person with respect to or on account of the Company againstdamage or injury which is the subject of the indemnification claim. Delek Refining agrees that it shall, and shall pay to cause the Buyer a sum equal other Delek Refining Indemnitees to, (a) use all liabilities, costs, expenses, damages and losses (including but not limited commercially reasonable efforts to any direct, indirect or consequential losses, loss pursue the collection of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with insurance proceeds to which any of the following matters:
(a) Any liability Delek Refining Indemnitees are entitled with respect to Taxation, fine or penalty together with on account of any loss, such damage or costs arising from or related to the Share injury, (b) notify Delek-Big Sandy of ▇▇▇ potential claims against any third Person for Share Exchange any such insurance proceeds, and any need for remedial action to be carried out in respect (c) keep Delek-Big Sandy fu▇▇▇ ▇nformed of the same efforts of the Delek Refining Indemnitees in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;pursuing collection of such insurance proceeds.
(b) Any obligationDelek Refining shall defend, liabilityindemnify and hold harmless Delek-Big Sandy, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies Ai▇▇ ▇▇▇▇ filiates, and their respective directors, officers, employees, representatives, agents, contractors, successors and permitted assigns (or any other relevant legislation or regulation); and
(e) Any liabilitycollectively, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N“Delek-Big Sandy In▇▇▇▇▇▇▇ tees”) from and against any Liabilities directly or indirectly arising out of (i) any breach by Delek Refining of any covenant or agreement contained herein or made in connection herewith or any representation or warranty of Delek Refining made herein or in connection herewith proving to be false or misleading, (ii) any failure by Delek Refining, its Affiliates or any of their respective employees, representatives, agents or contractors to comply with or observe any Applicable Law, or (iii) injury, disease, or death of any Person or damage to or loss of any property, fine or penalty, any of which is caused by Delek Refining, its Affiliates or any of their respective employees, representatives, agents or contractors in the exercise of any of the rights granted hereunder or the handling, storage, transportation or disposal of any Products hereunder, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the gross negligence or willful misconduct on the part of the Delek-Big Sandy In▇▇▇▇▇▇▇ hereby indemnifies tees, their Affiliates or any of their respective employees, representatives, agents or contractors. Notwithstanding the Buyer with respect foregoing, Delek Refining’s liability to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ the Delek- Big Sandy In▇▇▇▇▇tees pursuant to this Section 20(b) shall be net of any insurance proceeds actually received by the Delek-Big Sandy In▇▇▇▇▇tees or any of their respective Affiliates from any third Person with respect to or on account of the damage or injury which is the subject of the indemnification claim. Delek-Big Sandy ag▇▇▇▇ that it shall, and shall cause the other Delek-Big Sandy In▇▇▇▇▇ Virk hereby indemnifies ▇tees to, (a) use all commercially reasonable efforts to pursue the Buyer with respect collection of all insurance proceeds to all and which any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ the Delek-Big Sandy In▇▇▇▇▇ ▇tees are entitled with respect to or on account of any such damage or injury, (b) notify Delek Refining of all potential claims against any third Person for any such insurance proceeds, and (c) keep Delek Refining fully informed of the efforts of the Delek-Big Sandy In▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her ▇▇tees in pursuing collection of her obligations in clause 10.1 belowsuch insurance proceeds.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(ac) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES (bEXCLUDING, IN THE CASE OF SECTION 20(a)(iii) any amount necessary to ensure thatAND SECTION 20(b)(iii), after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to TaxationGROSS NEGLIGENCE OR WILLFUL MISCONDUCT).
Appears in 1 contract
Indemnities. 9.1 Each of the Seller and the Warrantors Subject to clause 11.2, NLPC shall indemnify the Buyer and the Company against, keep indemnified each of RCC and shall pay to the Buyer a sum equal to, NLPS against all liabilities, costs, expenses, damages and losses incurred by them arising out of or in connection with: NLPC's breach or negligent performance or non-performance of this Agreement; any claim made against them arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by NLPC or NLPC Personnel. The indemnity under clause 11.1 shall apply for the benefit of RCC and NLPS except insofar as the liabilities, costs, expenses, damages and losses incurred by them are directly caused (or directly arise) from their negligence or breach of this Agreement by them or their Representatives. For the avoidance of doubt, the negligence or breach of this Agreement by RCC or its Representatives shall not prejudice or affect NLPC’s liability under the indemnity under clause 11.1 in favour of NLPS, and vice versa. No party shall be liable to the other parties, whether in contract, tort (including but not limited to negligence), breach of statutory duty, or otherwise, for any direct, indirect or consequential lossesloss arising under or in connection with this Agreement. Notwithstanding the provisions of clause 12.1 and clause 12.6, loss of profitNLPC assumes responsibility for and acknowledges that RCC may, loss of reputation and all interestamongst other things, penalties and legal costs and all other reasonable professional costs and expenses) suffered or recover losses incurred by the Buyer or the Company RCC arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including any NLPC Personnel, regulator or customer of RCC) against RCC caused by the act or omission of NLPC. Each party shall at all times take all reasonable steps to minimise and mitigate any loss or damage arising out of or in connection with this Agreement, including any losses for which the relevant party is entitled to bring a claim against the other party pursuant to the indemnities in this Agreement. Subject to clause 12.1 and clause 12.7, RCC's aggregate liability to NLPC and/or NLPS for all claims, losses or damages, whether arising from tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement, shall be limited in any Contract Year to: £10,000 for uninsured losses; and the value of the following matters:
(a) Any liability to Taxation, fine or penalty together with insurance proceeds that it actually receives for any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out insured losses where it makes an insurance claim in respect of the same in order to ensure that the Seller incident which has proper legal and beneficial title given rise to the Sale Shares;
liability. Subject to clause 12.1 and clause 12.7, NLPC's aggregate liability to RCC and/or NLPS for all claims, losses or damages, whether arising from tort (b) Any obligationincluding negligence), liabilitybreach of statutory duty, costor otherwise, loss arising under or damage relating to in connection with this Agreement, shall be limited in any outstanding amount due Contract Year to: the higher of £10,000 and payable the hire fees received by NLPC in that Contract Year, for uninsured losses; and the value of the insurance proceeds that it actually receives for insured losses where it makes an insurance claim in respect of the Purple Batch Loan agreement;
incident which has given rise to the liability. Subject to clause 12.1 and clause 12.7, NLPS’ aggregate liability to RCC and/or NLPC for all claims, losses or damages, whether arising from tort (c) Any liabilityincluding negligence), costbreach of statutory duty, loss or damage incurred by otherwise, arising under or in connection with this Agreement, shall be limited in any Contract Year to: £10,000 for uninsured losses; and the Company relating to any Employee or Worker value of the Company claiming insurance proceeds that the Bonus Scheme is a contractual right it actually receives for insured losses where it makes an insurance claim in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation respect of the Company to make payments in accordance with or connected incident which has given rise to the Bonus Scheme) and gives them liability. Notwithstanding any right other provision of this Agreement neither party limits or entitlement to a payment for any period after 31st March 2014 in excess excludes its liability for: fraud or fraudulent misrepresentation; death or personal injury caused by its negligence (or the negligence of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligationits personnel, liability (including any liability to tax agents or National Insurance Contributionssubcontractors), cost, loss or damage incurred by the Company relating to payments made to any service company ; breach of any director, employee or sales person of the Company (including but not limited obligation as to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions title implied by virtue of the Companies A▇▇ ▇▇▇▇ (statute; or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesliability for which may not be limited under any applicable law.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: Agreement
Indemnities. 9.1 Each Whether or not the transactions contemplated ----------- hereby shall be consummated, the Borrower agrees to indemnify, pay and hold the Bank, and the shareholders, officers, directors, employees and agents of the Seller Bank ("Indemnified Person"), harmless from and against any and all claims, ------------------- liabilities, losses, damages, costs and expenses (whether or not any of the Warrantors shall indemnify foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' fees and costs (including, without limitation, the Buyer reasonable estimate of the allocated cost of in-house legal counsel and the Company againststaff) and costs of investigation, and shall pay document production, attendance at a deposition, or other discovery, prior to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss assumption of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred defense by the Buyer Borrower, with respect to or the Company arising out of any proposed acquisition by the Borrower or in connection with any of the following matters:
(a) Any liability to Taxation, fine its Subsidiaries of any Person or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company securities (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributionsself-tender), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (this Agreement or any other relevant legislation use of proceeds hereunder, or regulationany claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the "Indemnified Liabilities"); and
(e) Any liability, cost, loss or damage incurred by provided that ----------------------- the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors Borrower shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer have no obligation hereunder with respect to all Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnified Persons. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within thirty (30) days of the Bank being notified in writing of any such claim or the commencement of such action, suit or proceeding, and any costthe Borrower will assume the defense of such action, loss suit or damage relating to a breach proceeding, employing counsel selected by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any costBorrower's insurance carrier, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made selected by the Seller Borrower and / or reasonably satisfactory to the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs Indemnified Person, and pay the fees and expenses reasonably incurred by the Buyer of such counsel. This covenant shall survive termination of this Agreement and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation payment of the payment, the Buyer and the Company outstanding Revolving Note for a period of six (as the case may be6) is left with the same amount it would have had if the payment was not subject to Taxationyears.
Appears in 1 contract
Indemnities. 9.1 Each of the (a) York GP and Buyer jointly and severally will indemnify Seller and hold Seller harmless from any liability, loss, cost or expense (“Claim”), including reasonable attorneys’ fees, which shall result from (i) the Warrantors shall indemnify the incorrectness of any representation or breach of any warranty of York GP or Buyer and the Company againstcontained in this Agreement or in any other agreement, and shall pay to the instrument, certificate or other document delivered by York GP or Buyer pursuant hereto; (ii) a sum equal tobreach by York GP or Buyer of any of its covenants or agreements contained in this Agreement, all liabilitiesany other agreement, costsinstrument, expenses, damages and losses (including but not limited to any direct, indirect certificate or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered document delivered by York GP or incurred by the Buyer or the Company arising out of or in connection with the transactions contemplated by this Agreement; or (iii) any of the following matters:
(a) Any liability Claim or legal proceedings with respect to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage Containers relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer Closing Date with respect to all and any costsuch Containers. Upon payment of such indemnity, loss York GP or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any costBuyer, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be, shall be subrogated to the indemnitee’s rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, neither York GP or Buyer shall be required to indemnify Seller if and to the extent Seller is indemnified and fully compensated for its Claim by a third party.
(b) is left CCC and Seller jointly and severally will indemnify Buyer and hold Buyer harmless from any Claim, including reasonable attorneys’ fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of CCC or Seller contained in this Agreement or in any certificate or other document delivered by CCC or Seller pursuant hereto; (ii) a breach by CCC or Seller of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by CCC or Seller in connection with the same amount it would transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Seller or other third parties based upon or arising out of Seller’s ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, CCC or Seller, as the case may be, shall be subrogated to Buyer’s rights against any third parties respecting the Claims.
(c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an “Indemnified Party”) shall give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnification may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party may, at its expense, participate in or assume the defense of any such action, suit or proceeding involving a third party; provided, however, that such defense is conducted with counsel mutually satisfactory to the Indemnified Party and the Indemnifying Party. The Indemnified Party and the Indemnifying Party shall consult with each other regarding the conduct of such defense. The Indemnified Party shall have had the right (but not the duty) to participate in the defense thereof, and to employ counsel, at its own expense (except that the Indemnifying Party shall pay the fees and expenses of such counsel to the extent the Indemnified Party reasonably concludes that there is a conflict of interest between the Indemnified Party and the Indemnifying Party), separate from counsel employed by the Indemnifying Party in any such action. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party if the payment was Indemnifying Party has not subject assumed the defense thereof. Whether or not the Indemnifying Party chooses to Taxationdefend or prosecute any Claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend at such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Sections 21(a) or 21(b) for any settlement effected without its written consent (as contemplated above) for any Claim, litigation or proceeding in respect of which indemnity may be sought hereunder. No Claim for indemnification, except Claims based on (i) a breach of the representations contained in Section 5.07 hereof or (ii) the assessment of taxes, interests or penalties contemplated in Section 7.02 hereof, may be first initiated or asserted by any Indemnified Party against any Indemnifying Party (including CCC) after the second anniversary of the Closing Date; notwithstanding the foregoing, no Claim for indemnification may be initiated or asserted against Seller after the Closing Date.
(d) Each of the parties (i) acknowledges that under the Prior Management Agreements the owner of the Containers may be indemnified and insured for various liabilities, casualties and losses, and (ii) agrees that (as between Seller and Buyer) each party hereto shall be entitled to enforce and collect such indemnities and insurance directly from the indemnitor or insurer to the extent arising from a loss suffered by such party because of its interest, or prior interest, as owner of the Containers.
Appears in 1 contract
Sources: Container Purchase Agreement (Iea Income Fund Ix L P)
Indemnities. 9.1 Each of the Seller and the Warrantors The Lessee shall indemnify and hold harmless the Buyer and the Company againstLessor, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability▇▇▇▇, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all Leasing, any Assignee, any successor or successors and any costAffiliate of each of them, loss and their respective officers, directors, incorporators, shareholders, partners (general and limited, including, without limitation, the general and limited partners of the Lessor), employees, agents and servants (each of the foregoing an "Indemnified Person") from and against all liabilities (including, without limitation, strict liability in tort), taxes, losses, obligations, claims (including, without limitation, strict liability in tort), damages, penalties, causes of action, suits, costs and expenses (including, without limitation, attorneys' and accountants' fees and expenses) or damage judgments of any nature relating to a breach by him of his obligations or in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall includeway arising out of:
(a) an amount The ordering, delivery, acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by the Lessee of title and registration documents, ownership, use, non-use, misuse, financing (including, without limitation, all obligations of the Lessor under or in respect of all costs any interest rate swap, cap, collar or other financial hedging arrangement and expenses reasonably incurred any amounts payable by the Buyer Lessor under any such arrangement to reduce the notional amount thereof by the amount of any prepayment of any borrowing to which such interest rate swap, cap, collar or other financial hedging arrangement relates), operation, transportation, repair, control or disposition, including, without limitation, disposition at the end of any Extended or Renewal Term, of any Property or Equipment or the release of hazardous substances on, under, to or from, or the generation or transportation of hazardous substances to or from, any Property, leased or to be leased hereunder, (i) except to the extent that such costs are included in the Acquisition Cost of such Property or Equipment within the limitations provided in paragraph (a)(v) of Section 3 hereof (or within any change of such limitations agreed to in writing by the Lessor and the Company in bringing Lessee), (ii) except for any general administrative expenses of the relevant Indemnity Claim; andLessor, (iii) except the income taxes with respect to which indemnification is excluded under paragraph (c) of this Section 11 and (iv) except that this indemnity shall not increase any payment required to be made by the Lessee pursuant to paragraphs (b)(iii)(A), (c)(iii)(A), or (d)(iii)(A) of Section 12 of this Lease;
(b) The assertion of any claim or demand based upon any infringement or alleged infringement of any patent or other right, by or in respect of any Property or Equipment; provided, however, that upon request of the Lessee, the Lessor will make available to the Lessee the Lessor's rights under any similar indemnification arising from any manufacturer's or vendor's warranties or undertakings with respect to any Property or Equipment;
(c) All U.S. Federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature, including but not limited to license, qualification, franchise, sales, use, gross income, gross receipts, ad valorem, business, personal property, real estate, value added, excise, motor vehicle, occupation tees and stamp or other taxes or tolls of any nature whatsoever, and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Property or Equipment or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Property or Equipment (including, without limitation, any claim by any Governmental Authority for transfer tax, transfer gains tax, mortgage recording tax, filing or other similar taxes or fees in connection with the acquisition of any Property by the Lessor or otherwise in connection with this Lease) or measured in any way by the value thereof or by the business of, investment in, or ownership by the Lessor with respect thereto; provided, that this indemnity shall not apply to Federal net income taxes, or to state and local net income taxes, except that such indemnity shall apply to state and local net income taxes (A) to the extent imposed by reason in whole or in part of (1) a relation or asserted relation of any such taxing jurisdiction to the Property or Equipment or to the transactions contemplated herein or (2) the actual or deemed use by any Person of the Property or Equipment in such taxing jurisdiction, other than in the case of both clauses (1) and (2), taxes to the extent such taxes would have been imposed by a taxing jurisdiction because of a relationship between the Lessor and such taxing jurisdiction without regard to the circumstances described in clauses (1) and (2), and (B) to the extent imposed as a result of the inability to claim, disallowance or other loss by Shawnee Funding, Limited Partnership of deductions customarily allowed in computing net income (e.g., interest expense, financing, administrative, ordinary operating expenses and other tees and expenses); and provided further, that the Lessee's obligation to indemnify Indemnified Persons for state and local net income taxes under clause (A) and (B) above shall be limited to an amount necessary of such taxes equal to ensure thatthe greater of (1) $20,000 per year and (2) ..06667% of the Acquisition Cost of the Property and Equipment under this Lease per year; or
(d) Any violation, or alleged violation by the Lessee, of this Lease or of any contracts or agreements to which the Lessee is a party or by which it is bound or of any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations, licenses and withholdings of objection, of any governmental or public body or authority and all other Legal Requirements. The Lessee shall forthwith upon demand reimburse any Indemnified Person for any sum or sums expended with respect to any of the foregoing or, upon request from any Indemnified Person, shall pay such amounts directly. Any payment made to or on behalf of any Indemnified Person pursuant to this Section 11 shall be increased to such amount as will, after any Taxation taking into account all taxes imposed with respect to the accrual or receipt of such payment (as the same may be increased pursuant to this sentence), equal the amount of the payment, reduced by the Buyer amount of any savings in such taxes actually realized by the Indemnified Person as a result of the payment or accrual of the amounts in respect of which the payment to or on behalf of the Indemnified Person hereunder is made. To the extent that the Lessee in fact indemnifies any Indemnified Person under the indemnity provisions of this Lease, the Lessee shall be subrogated to such Indemnified Person's rights in the affected transaction and shall have a right to determine the settlement of claims therein. The indemnities contained in this Section 11 shall not be affected by any termination of this Lease as a whole or in respect of any Parcel of Property or Unit of Equipment leased hereunder or any failure or refusal of the Lessee to accept any Property or Equipment acquired or ordered pursuant to the terms hereof. Notwithstanding any provisions of this Section 11 to the contrary, the Lessee shall not indemnity and hold harmless any Indemnified Person against any claims and liabilities arising solely from the gross negligence or willful misconduct of such Indemnified Person. In the event the Lessor shall be a party defendant to any litigation arising out of any provision contained in this Lease for which the Lessee has given indemnification, the Lessor shall give prompt notice thereof to the Lessee by telephone and in writing and shall consult and cooperate, at the Lessee's expense, with the Lessee, and if the Lessor shall not have appeared or pleaded to any such action then the Lessor does hereby empower any attorney of any court of record appointed by the Lessee (who shall give prompt written notice to the Lessor of such appointment) to appear for the Lessor and in good faith and with due diligence defend such action, to enter counterclaims, to institute actions against third parties and to do all things necessary or desirable in the judgment of such attorney after consultation with the Lessor and the Company (as Lessee to preserve the case may be) rights of the Lessor and the Lessee, all at the Lessee's own cost and expense. No failure or delay of the Lessor to give the notice required by this Section 11 shall excuse the obligation of the Lessee to indemnify the Lessor with respect to such litigation except to the extent that any increase in liability is left with the same amount it would have had if the payment was not subject to Taxationa direct result of such failure or delay.
Appears in 1 contract
Sources: Lease Agreement (Seaboard Corp /De/)
Indemnities. 9.1 Each of the Seller (a) Lender hereby agrees to indemnify and the Warrantors shall indemnify the Buyer hold harmless Borrower and the Company againstits affiliates and its former, present and shall pay to the Buyer a sum equal tofuture directors, officers, employees and other agents and representatives from and against any and all liabilities, costsjudgments, expensesclaims, damages and losses (including but not limited to any directsettlements, indirect or consequential losses, loss damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with, (i) any breach by Lender of profitany of its representations or warranties contained in Section 9 or (ii) any breach by Lender of any of its covenants or agreements in this Agreement.
(b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, loss of reputation present and future directors, officers, employees and other agents and representatives from and against any and all interestliabilities, penalties judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and legal costs and all other reasonable professional costs and expenses) expenses incurred or suffered by any such person or incurred entity directly or indirectly arising from, by the Buyer or the Company arising out of reason of, or in connection with (i) any breach by Borrower of any of the following matters:
its representations or warranties contained in Section 9 or (aii) Any liability to Taxation, fine any breach by Borrower of any of its covenants or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out agreements in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;this Agreement.
(c) Any liability, cost, loss In case any claim or damage incurred by the Company relating litigation which might give rise to any Employee or Worker obligation of a party under this Section 14 (each an "INDEMNIFYING PARTY") shall come to the attention of the Company claiming party seeking indemnification hereunder (the "INDEMNIFIED PARTY"), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the existence and amount thereof; provided that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation failure of the Company Indemnified Party to make payments in accordance with or connected give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the Bonus Scheme) and gives them any right extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or entitlement litigation as being within its indemnification obligations under this Section 14. Such response shall be delivered no later than 30 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to a payment for any period after 31st March 2014 in excess of such notice within 30 days, the bonus scheme operated by Indemnifying Party shall respond to the Buyer in equivalent business at the date hereof;Indemnified Party as soon thereafter as reasonably possible.
(d) Any obligationAn Indemnifying Party shall be entitled to participate in and, liability if (including any liability i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to tax pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or National Insurance Contributions)litigation, cost, loss or damage incurred by the Company relating Indemnifying Party shall be entitled to payments made to any service company direct the defense of any directorclaim at its expense, employee but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. An Indemnified Party shall not make any settlement of any claim or sales person litigation under this Section 14 without the written consent of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesIndemnifying Party.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Indemnities. 9.1 Each of the Seller (a) Lender hereby agrees to indemnify and the Warrantors shall indemnify the Buyer hold harmless Borrower and the Company againstits affiliates and its former, present and shall pay to the Buyer a sum equal tofuture directors, officers, employees and other agents and representatives from and against any and all liabilities, costsjudgments, expensesclaims, damages and losses (including but not limited to any directsettlements, indirect or consequential losses, loss damages, fees, liens, taxes, penalties, obligations and expenses incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with, (i) any breach by Lender of profitany of its representations or warranties contained in Section 9 or (ii) any breach by Lender of any of its covenants or agreements in this Agreement.
(b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, loss of reputation present and future directors, officers, employees and other agents and representatives from and against any and all interestliabilities, penalties judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and legal costs and all expenses , including without limitation any of the foregoing incurred pursuant to indemnification or other reasonable professional costs and expenses) provisions of other agreements, incurred or suffered by any such person or incurred entity directly or indirectly arising from, by the Buyer or the Company arising out of reason of, or in connection with (i) any breach by Borrower of any of the following matters:
its representations or warranties contained in Section 9 or (aii) Any liability to Taxation, fine any breach by Borrower of any of its covenants or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out agreements in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;this Agreement.
(c) Any liability, cost, loss In case any claim or damage incurred by the Company relating litigation which might give rise to any Employee or Worker obligation of a party under this Section 14 (each an “Indemnifying Party”) shall come to the attention of the Company claiming party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the existence and amount thereof; provided that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation failure of the Company Indemnified Party to make payments in accordance with or connected give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the Bonus Scheme) and gives them any right extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or entitlement litigation as being within its indemnification obligations under this Section 14. Such response shall be delivered no later than 30 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to a payment for any period after 31st March 2014 in excess of such notice within 30 days, the bonus scheme operated by Indemnifying Party shall respond to the Buyer in equivalent business at the date hereof;Indemnified Party as soon thereafter as reasonably possible.
(d) Any obligationAn Indemnifying Party shall be entitled to participate in and, liability if (including any liability i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to tax pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or National Insurance Contributions)litigation, cost, loss or damage incurred by the Company relating Indemnifying Party shall be entitled to payments made to any service company direct the defense of any directorclaim at its expense, employee but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnified Party. An Indemnified Party shall not make any settlement of any claim or sales person litigation under this Section 14 without the written consent of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesIndemnifying Party.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Indemnities. 9.1 Each of the Seller (a) Lessees hereby indemnify Lessor and the Warrantors shall indemnify the Buyer Series 1 Members (each a “Lessee Indemnitee”) and the Company againsthold any Lessee Indemnitee harmless from, any and shall pay to the Buyer a sum equal toall losses, all claims, damages, liabilities, costscharges, expensesLessee Covered Taxes, damages penalties, levies and losses related expenses (including but not limited the reasonable and documented fees and expenses of counsel for Lessor), including, on account of funds borrowed, contracted for or used to fund any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred amount payable by the Buyer or the Company arising out of or a Lessee Indemnitee in connection with the purchase or the lease of any Devices subject to a Device Lease or proceedings related thereto (the “Liabilities”) incurred by any Lessee Indemnitee, without duplication of the following mattersany other amount paid, as a result of:
(ai) Any liability to Taxationa Device Lease (or any part of it) being void, fine voidable or penalty together with unenforceable for any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Sharesreason;
(bii) Any obligationthe Devices being lost, liabilitystolen, costdamaged, loss or damage relating to destroyed by, or confiscated from, in each case, any outstanding amount due and payable in respect of the Purple Batch Loan agreementLessee;
(ciii) Any liability, cost, loss or damage incurred by the Company relating to sublease of any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement Devices to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereofCustomer;
(div) Any obligation, liability any information provided by or on behalf of a Sprint Party or any Affiliate for inclusion in a Device Lease Schedule being incorrect;
(including any liability v) a Device Lease terminating in relation to tax some or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person all of the Company Devices before the end of the Term of that Device Lease, except as otherwise expressly contemplated under this Agreement;
(including but not limited to Purple Batch Limited and Medtech Consultants Limitedvi) and any failure by a Lessee to disclose these payments as related party transactions by virtue comply with its obligations in the Transaction Documents to which it is a party; or
(vii) any Lease Event of Default other than (x) a Lease Event of Default under Section 3.1(d) (Lease Events of Default) or (y) a Lease Event of Default that does not satisfy the Companies A▇▇ ▇▇▇▇ criteria in Section 3.2(c) (or any other relevant legislation or regulationLease Events of Default); and
provided, however, Lessee’s indemnity will not extend to (ex) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above Liability to the extent set out in column 2 determined by a court of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies competent jurisdiction by final and nonappealable judgment to have resulted from the Buyer with respect to all and gross negligence, fraud or willful misconduct of any costLessee Indemnitee, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(by) any amount necessary Liability arising as a result of a Device being a Non-Returned Device; provided that for purposes of clause (x) above, no Lessee Indemnitee shall have a duty to ensure that, after any Taxation (1) undertake an independent investigation into facts not disclosed to Lessor because of the payment, the Buyer gaps in Servicer’s information tracking and the Company (as the case may be2) is left know and comply with consumer leasing regulations (or industry custom) in connection with the same amount it would have had if the payment was not subject to TaxationDevices and Customer Leases.
Appears in 1 contract
Sources: Master Lease Agreement (SPRINT Corp)
Indemnities. 9.1 Each of the Seller (a) LICENSEE shall indemnify, defend and the Warrantors shall indemnify the Buyer hold harmless LICENSOR, its Affiliates and the Company againstits and their officers, directors, employees, agents and shall pay to the Buyer a sum equal torepresentatives (collectively, LICENSOR Indemnitees) from and against any and all liabilities, claims, demands, actions and suits, losses, damages, costs, expenses, damages and losses expenses (including but not limited reasonable attorneys' fees) (together referred to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expensesas Losses) suffered or incurred by the Buyer or the Company arising out of any claim brought by a Third Party against a LICENSOR Indemnitee as attributable to (i) the Development, Manufacturing or Commercialization of any Licensed Product in connection with the Licensed Territory, or the Manufacture of any Licensed Product outside of the Licensed Territory for Commercialization in the Licensed Territory, by or on behalf of LICENSEE, its Affiliates or any of its or their sub-licensees, including the following matters:
performance of any Step-In Activities or exercise of LICENSEE’s rights under Articles 8.4(a) or (ag), (ii) Any liability LICENSEE’s breach of any warranty or representation made by it under this Agreement or any other breach of this Agreement by LICENSEE, or (iii) the gross negligence, willful misconduct or violation of applicable law by LICENSEE; provided that LICENSEE shall not be required to Taxation, fine or penalty together with indemnify any loss, damage or costs arising from or related LICENSOR Indemnitee for Losses to the Share for Share Exchange and extent that any need for remedial action to be carried out in respect LICENSOR Indemnitee’s gross negligence or willful misconduct or any breach of the same in order to ensure that the Seller this Agreement has proper legal and beneficial title contributed to the Sale Shares;Losses.
(b) Any obligationLICENSOR shall indemnify, liabilitydefend and hold harmless LICENSEE, costits Affiliates and its and their officers, loss directors, employees, agents and representatives (collectively, LICENSEE Indemnitees) from and against any and all Losses arising out of any claim brought by a Third Party against a LICENSEE Indemnitee as attributable to (i) the Development, Manufacturing or damage relating to Commercialization of any outstanding amount due and payable in respect Licensed Product outside of the Purple Batch Loan agreement;Licensed Territory, or the Development or Manufacture of any Licensed Product in the Licensed Territory for Commercialization outside of the Licensed Territory by or on behalf of LICENSOR, its Affiliates or any of its or their licensees or sub-licensees (except for to the extent performed by LICENSEE, its Affiliates and any of its or their sub-licensees) or exercise of LICENSOR’s rights under Article 2.3, (ii) LICENSOR’s breach of any warranty or representation made by it under this Agreement or any other breach of this Agreement by LICENSOR, or (iii) the gross negligence, willful misconduct or violation of applicable law by LICENSOR; provided that LICENSOR shall not be required to indemnify any LICENSEE Indemnitee for Losses to the extent that any LICENSEE Indemnitee’s gross negligence or willful misconduct or any breach of this Agreement has contributed to the Losses.
(c) Any liabilityAs a condition to a Party’s right to receive indemnification under this Article 9.5, costit shall:
(i) notify the indemnifying Party promptly upon becoming aware of a claim for which indemnification may be sought pursuant hereto (but in no event later than thirty (30) days after such awareness, loss or damage incurred by the Company relating to being understood that any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company failure to make payments or delay in accordance with or connected making such notification shall not relieve the indemnifying Party of its obligations hereunder except to the Bonus Scheme) and gives them any right extent the indemnifying Party is materially prejudiced by such failure or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereofdelay);
(dii) Any obligationcooperate with the indemnifying Party in the defense, liability (including any liability to tax compromise or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company settlement of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)such claim; and
(eiii) Any liabilitypermit the indemnifying Party to control the defense, costcompromise or settlement of such claim including the right to select defense counsel, loss it being understood and agreed, however, that the indemnifying Party will not compromise or damage incurred by settle any indemnified claim without the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation prior written consent of the paymentIndemnitee, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was such consent not subject to Taxationbe unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Sources: License and Collaboration Agreement (Travere Therapeutics, Inc.)
Indemnities. 9.1 Each (a) Without limiting any other rights which the Administrative Agent, the Funding Agents, or the Purchasers may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Purchasers, the Administrative Agent, the Funding Agents, the Program Support Providers and any of their successors and permitted assigns and any of their respective directors, officers, employees and agents (collectively, the "Indemnified Parties") from and against any and all Losses awarded against or incurred by any of them (excluding, however, (i) Losses to the extent resulting from gross negligence, willful misconduct, bad faith or reckless disregard of any obligation or duty on the part of an Indemnified Party and (ii) Losses specifically excluded from coverage under Sections 4.03 and 7.02 hereof) to the extent caused by:
(i) reliance on any representation or warranty made or deemed made by the Seller or the Servicer or any officers of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of Servicer under or in connection with this Agreement, any Principal Agreement, any Monthly Statement, any Officer's Certificate or any other statement, certificate, information or report delivered by the Seller pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made or delivered; provided, however, that the foregoing shall exclude any representation or warranty with respect to which the sole remedy for the breach thereof is the repurchase or substitution of the following matters:Mortgage Loans which are the subject of such representation or warranty; or
(aii) Any liability the failure by the Seller or the Servicer to Taxation, fine or penalty together comply with any lossterm, damage provision or costs arising from covenant contained in this Agreement or related any other Principal Agreement to which it is a party; or
(iii) any commingling of Collections with respect to the Share for Share Exchange and any need for remedial action to be carried out in respect Mortgage Loans with funds of the same in order to ensure that Seller or the Seller has proper legal and beneficial title Servicer; or
(iv) any setoff, rescission, counterclaim, or dispute by or of any Approved Takeout Investor to the payment of the Anticipated Takeout Amount with respect to any Mortgage Loan (unless such setoff, rescission, counterclaim or dispute arises from the Administrative Agent's failure to deliver any Mortgage Loan against the receipt by the Administrative Agent of an amount equal to the Anticipated Takeout Amount therefor); or
(v) any claim made by any Approved Takeout Investor against the Administrative Agent, any Funding Agent or any Purchaser in connection with any Sale Shares;Agreement, Takeout Commitment or Takeout Assignment (unless such claim arises from the Administrative Agent's failure to deliver any Mortgage Loan against the receipt by the Administrative Agent of an amount equal to the Anticipated Takeout Amount therefor).
(b) Any obligationThe provisions of this Section 7.01 shall run directly to and be enforceable by an injured party subject to the limitations hereof, liability, cost, loss or damage relating to any outstanding amount due and payable in respect the obligations of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by Seller under this Section 7.01 shall survive the Company relating to any Employee or Worker termination of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesthis Agreement.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: Mortgage Loan Purchase and Sale Agreement (American Home Mortgage Investment Corp)
Indemnities. 9.1 Each of 15.1. The Lessor hereby agrees at all times to indemnify and hold the Seller Lessee and the Warrantors shall indemnify the Buyer its directors, officers, agents and the Company employees harmless from and against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange all and any need for remedial action to liabilities, claims, proceedings, penalties, fines, costs and expenses whatsoever which may at any time be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss made or damage relating to claimed by any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company person (including without limitation any ongoing obligation director, officer, employee, agent or sub-contractor of the Company to make payments Lessor) or by their respective dependents arising directly or indirectly out of or in accordance any way connected with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess breach of the bonus scheme operated this Agreement by the Buyer Lessor or arising directly or indirectly out of or in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to way connected with any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited proceedings between Lessor and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity ClaimIntel Corporation; and
(b) all liabilities, claims, proceedings, penalties, fines, costs and expenses which may at any time be made or claimed on the grounds that any design, article or material in the Equipment or any part thereof or the operation or use thereof constitutes an infringement of any patent, copyright, design or other proprietary right.
15.2. The Lessor shall fully indemnify the Lessee against any loss, damage, expense or liability (as to the amount necessary to ensure that, after any Taxation of which the certificate of the paymentLessor shall be prima facie evidence) which the Lessee may sustain or incur as a consequence of the occurrence of any Termination Event.
15.3. The Lessee hereby agrees at all times to indemnify and hold the Lessor and its directors, officers, agents and employees harmless from and against all and any liabilities, claims, proceedings, penalties, fines, costs and expenses whatsoever which may at any time be made or claimed by any person (including without limitation any director, officer, employee, agent or sub-contractor of the Buyer Lessee) or by their respective dependents arising directly or indirectly out of or in any way connected with any breach of this Lessee's obligations under this Agreement.
15.4. All indemnities contained in this Clause 15 shall continue in full force and effect notwithstanding termination of this Agreement for any reason and notwithstanding the Company (as cessation of business or dissolution or any change in the case may be) is left with constitution of the same amount it would have had if Lessee, or any other fact, event or circumstance of any kind whatsoever, whether similar to any of the payment was not subject to Taxationforegoing or not.
Appears in 1 contract
Indemnities. 9.1 Each Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, pay and hold the Agent and each Lender, and the shareholders, officers, directors, employees and agents of the Seller Agent and the Warrantors shall indemnify the Buyer each Lender (each, an "INDEMNIFIED PERSON"), harmless from and the Company againstagainst any and all claims, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profitdamages, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses, including reasonable attorneys' fees and costs (including the reasonable estimate of the allocated cost of in-house legal counsel and staff) suffered and including costs of investigation, document production, attendance at a deposition or incurred by the Buyer or the Company arising out of other discovery, related to or in connection with the transactions contemplated by this Agreement or any contemplated use of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect proceeds of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligationLoans, liability, cost, loss whether or damage relating to not any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme Indemnified Person is a contractual right in accordance with their terms of employment or engagement with party thereto (collectively, the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions"INDEMNIFIED LIABILITIES"), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above except to the extent set out that such Indemnified Liabilities result from the gross negligence or willful misconduct of the Agent or any Lender. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower of such claim or of the commencement of such action, suit or proceeding, and the Borrower shall have the option to, and at the request of the Indemnified Person shall, direct and control the defense of such action, suit or proceeding, employing counsel selected by the Borrower and reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel; provided, however, that any Indemnified Person may at its own expense retain separate counsel to participate in column 2 such defense. Notwithstanding the foregoing, such Indemnified Person shall have the right to employ separate counsel at the Borrower's expense and to control and direct its own defense of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies such action, suit or proceeding if, in the Buyer reasonable opinion of counsel to such Indemnified Person, (i) there are or may be legal defenses available to such Indemnified Person or to other Indemnified Persons that are different from or additional to those available to the Borrower that the Borrower cannot assert, or (ii) a conflict or potential conflict exists between the Borrower and such Indemnified Person that would make such separate representation advisable. The Borrower agrees that it will not, without the prior written consent of the Agent, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding with respect to which the indemnification provided for in this Section is available (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Agent and each other Indemnified Person from all liability arising or that may arise out of such claim, action, suit or proceeding. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 3.7 may be unenforceable because it is violative of any costlaw or public policy, loss or damage relating the Borrower shall contribute the maximum portion which it is permitted to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies pay and satisfy under applicable law, to the Buyer with respect to all payment and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect satisfaction of all costs and expenses reasonably Indemnified Liabilities incurred by the Buyer any Indemnified Person. This covenant shall survive termination of this Agreement and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation payment of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationoutstanding Notes.
Appears in 1 contract
Indemnities. 9.1 Each of (a) Provided that the Seller and Closing occurs, the Warrantors shall indemnify the Buyer and the Company against, and shall pay Vendor shall:
(i) be liable to the Buyer a sum equal toPurchaser, its directors, officers, employees, agents, parent, subsidiaries and affiliates (collectively, the "PURCHASER INDEMNITEES") for all liabilitieslosses, costs, expenses, damages damage and losses expenses whatsoever (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs relating thereto or in defense thereof) (collectively, "DAMAGES") which the Purchaser may pay or incur as a result of any:
A. violation of any Environmental Laws or Environmental Permits in connection with the Vendor's ownership, occupancy, use or operation of the Assets on or before the Closing Date;
B. Environmental Claim which arises out of the Vendor's ownership, occupancy, use or operation of the Assets on or before the Closing Date;
C. liabilities of the Vendor, including without limitation, any liabilities of the Vendor for customs duties and taxes other than those for which the Purchaser is responsible pursuant to clause 2(d) and other than liabilities for customs duties, taxes and similar assessments resulting from actions or omissions of the Purchaser after the Closing Date; and
D. other occurrence, event, condition or circumstance in connection with the Vendor's ownership or operation of the Assets occurring prior to the Closing Date; and
(ii) indemnify and save the Purchaser Indemnitees harmless from all other reasonable professional costs actions, causes of action, proceedings, claims, demands and expensesDamages brought or made against the Purchaser Indemnitees or which the Purchaser Indemnitees may pay or incur, arising out of, resulting from or in any way related to any of the foregoing in subclauses A. to D. of clause 15(a)(i). The Vendor will have no obligation to indemnify the Purchaser Indemnitees pursuant to this clause 15(a) until the aggregate amount of all Damages suffered or incurred by the Buyer Purchaser Indemnitees exceeds $37,000 (the "BASKET"), in which case the Vendor shall be liable to the Purchaser Indemnitees for all Damages in excess of, but not including, the Basket. The Vendor's obligation to indemnify the Purchaser Indemnitees pursuant to this clause 15(a) shall not exceed an aggregate amount equal to (A) $2,750,000 reduced (on a dollar-for-dollar basis) by the aggregate amount of Damages from which the purchaser under the Peru Purchase Agreement (250) has been indemnified, or (B) if the Company arising out transactions contemplated by all the Other Purchase Agreements are consummated, $8,500,000 reduced (on a dollar-for-dollar basis) by the aggregate amount of Damages from which any purchaser under any Other Purchase Agreement has been indemnified (the "CAP"). In no event will the Vendor's obligation to indemnify the Purchaser Indemnitees hereunder exceed an amount equal to the Purchase Price.
(b) Provided that the Closing occurs, the Purchaser shall:
(i) be liable to the Vendor, its directors, officers, employees, agents, parent, subsidiaries and affiliates (collectively, the "VENDOR INDEMNITEES") for all Damages which the Vendor may pay or incur; and
(ii) indemnify and save the Vendor Indemnitees harmless from all actions, causes or action, proceedings, claims, demands and Damages brought or made against the Vendor Indemnitees or which the Vendor Indemnitees may pay or incur, as a result of or in connection with any the ownership, occupancy, use or operation of the following matters:Assets after the Closing Date including, without limitation, as a result of any (A) violation of any Environmental Laws or Environmental Permits or (B) Environmental Claim, which arises out of the ownership, occupancy, use or operation of the Assets after the Closing Date. The Purchaser will have no obligation to indemnify the Vendor Indemnitees pursuant to this clause 15(b) until the aggregate amount of all Damages suffered by the Vendor Indemnitees exceeds the Basket, in which case the Purchaser shall be liable to the Vendor Indemnitees for all Damages in excess of, but not including, the Basket. The Purchaser's obligation to indemnify the Vendor Indemnitees pursuant to this clause 15(b) shall not exceed an aggregate amount equal to the Cap, provided that for purposes of determining the extent of the Purchaser's indemnification obligations under this Agreement at any given time the amount of the Cap shall be reduced (on a dollar-for-dollar basis) by the aggregate amount of Damages from which any vendor under any Other Purchase Agreement has been indemnified. The limitations provided in the two preceding sentences shall not apply in the event of a failure of consideration.
(ac) Any liability In addition to Taxationclause 15(b), fine the Purchaser hereby releases and agrees to defend, indemnify and hold harmless the Vendor Indemnitees from and against any and all causes of action, claims, damages, demands, liability, losses and suits of every type and character that the Purchaser, its employees, owners, legal counsel or penalty together with other authorized representatives (collectively, the "PURCHASER GROUP") may have against the Vendor Indemnities as a result of any loss, property damage and/or bodily injury sustained on or costs arising from or related prior to the Share Closing Date by the Purchaser Group while on any premises or any assets of the Vendor or any affiliate of the Vendor. THIS RELEASE AND OBLIGATION TO INDEMNIFY AND HOLD HARMLESS THE VENDOR INDEMNITEES SHALL APPLY REGARDLESS OF THE CAUSE OF THE LOSS OR CLAIM, EXCEPT WHERE SUCH LOSS OR CLAIM ARISES IN WHOLE OR IN PART FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE VENDOR INDEMNITEES OR ANY OF THEM.
(d) If any action or proceeding is commenced in which a Party entitled to seek indemnification hereunder (an "INDEMNITEE") is a party which may give rise to a claim for Share Exchange indemnification (an "INDEMNIFICATION CLAIM") against an indemnifying party hereunder (an "INDEMNITOR") then such Indemnitee shall promptly give written notice to the Indemnitor. Failure to notify promptly the Indemnitor will not relieve the Indemnitor of any Liability that it may have to the Indemnitee, except to the extent the defense of such action or proceeding is materially and irrevocably prejudiced by the Indemnitee's failure to give such notice. An Indemnitor will have the right to defend against an Indemnification Claim with counsel of its choice reasonably satisfactory to the Indemnitee if within twenty (20) days following the receipt of notice of the Indemnification Claim, the Indemnitor notifies the Indemnitee in writing that the Indemnitor will assume the defense of such Indemnification Claim, provided that if the Indemnitee reasonably determines in good faith that there exists a conflict of interest that makes representation by the same counsel inappropriate, the Indemnitee shall be entitled to employ one firm of separate counsel at the expense and cost of the Indemnitor. If the Indemnitor fails to notify the Indemnitee within such 20-day period that it will assume the defense of the Indemnification Claim, the Indemnitee shall have the right (upon further notice to the Indemnitor) to undertake the defense at the expense of the Indemnitor; provided that in no event will the Indemnitee consent to the entry of a judgment or enter into a settlement with respect to such claim without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed). So long as the Indemnitor is conducting the defense of the Indemnification Claim, (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim and (ii) the Indemnitee will not consent to the entry of any need for remedial action Order with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be carried out unreasonably withheld or delayed). The Indemnitor will not enter into any settlement with respect to the Indemnification Claim without the prior written consent of the Indemnitee (not to be unreasonably withheld or delayed) unless such settlement (A) requires solely the payment of money damages by the Indemnitor and (B) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnitee and the Persons for whom the Indemnitee is acting from all liability in respect of the same in order to ensure that the Seller has proper legal and beneficial title proceeding giving rise to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); andIndemnification Claim.
(e) Any liabilityThe Parties further agree that the following procedures shall apply with respect to any claim under this Article 15:
(i) The Indemnitee shall use commercially reasonable efforts to mitigate any Damages that such Indemnitee asserts under this Article 15. In the event that an Indemnitee shall fail to use such commercially reasonable efforts to mitigate any Damages, costthen notwithstanding anything else to the contrary contained herein, loss or damage incurred the Indemnitor shall not be required to indemnify such Indemnitee for any Damages that could reasonably be expected to have been avoided if the Indemnitee had made such efforts.
(ii) The amount of any Damages for which indemnification is provided under this Article 15 shall be reduced by (A) any net amounts recovered from an unaffiliated third party by the Company relating Indemnitee under insurance policies and arrangements with respect to such Damages and (B) the present value of any tax benefits to be realized by the Indemnitee from the incurrence or payment of any such Damages.
(iii) The determination of the dollar amount of any Damages shall be based solely on the actual dollar value of such Damages, on a dollar-for-dollar basis, and shall not take into account any multiplier valuations, including any multiple based on earnings or other financial indicia.
(iv) Any claim for indemnification under this Agreement shall, to the sale or grant extent practicable, describe the claim in reasonable detail, include copies of licences any material written evidence thereof and indicate the estimated amount of FRACTIONcheck and / or ImagePro software to third partiessuch claim.
9.2 (f) The Warrantors remedies of the Parties specifically provided for by this Agreement shall be severally the sole and exclusive remedies of the Parties for all matters covered hereby; provided that this clause shall not limit enforceability of any covenant or agreement of the Parties which contemplates performance after the Closing or after termination of this Agreement. The Parties agree that it is their intent that notwithstanding anything to the contrary contained in this Agreement, neither the Vendor nor the Purchaser shall be liable to any Claim other Party, its parent, subsidiaries or affiliates or, its or their respective officers, directors, shareholders, successors or permitted assigns, for claims for consequential, special, treble, exemplary, incidental, indirect or punitive damages of any nature under 9.1 above or pursuant to this Agreement or in connection with or resulting from the extent set out transactions contemplated hereby, including claims in column 2 the nature of Schedule 1diminution or loss of value, irrespective of whether such claims are based upon negligence, strict liability, contract, operation of law or otherwise.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Parker Drilling Co /De/)
Indemnities. 9.1 (a) Each of the Seller Property Owners agrees to, jointly and severally, indemnify, defend and hold each of the Property Manager, the Issuer Manager, the Special Servicer (including any replacement Property Manager, Issuer Manager or Special Servicer), the Indenture Trustee and the Warrantors shall Back-up Manager harmless from and against any and all suits, liabilities, damages, or claims for damages (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any such suits, liabilities or claims), in any way relating to the Properties, the Manager’s performance of the Services hereunder, or the exercise by the Manager of the powers or authorities herein or hereafter granted to Property Manager, the Issuer Manager, the Special Servicer, the Indenture Trustee or the Back-up Manager, except for those actions, omissions and breaches of Manager in relation to which each of the Property Manager, the Issuer Manager and the Special Servicer has agreed to indemnify the Buyer and the Company against, and shall pay Property Owners pursuant to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;Section 44(b).
(b) Any obligationEach of the Property Manager, liabilitythe Issuer Manager and the Special Servicer agrees to indemnify, costdefend and hold the Property Owners harmless from and against any and all suits, loss liabilities, damages, or damage claims for damages (including any reasonable attorneys’ fees and other reasonable costs and expenses relating to any outstanding amount due and payable such suits, liabilities or claims), in respect any way relating to (i) any acts or omissions of the Purple Batch Loan agreement;Property Manager, the Issuer Manager and the Special Servicer, as applicable, or their respective agents, officers or employees in the performance of their duties hereunder constituting fraud, negligence or willful misconduct or (ii) any material breach of any representation or warranty made by the Property Manager, the Issuer Manager and the Special Servicer, as applicable, hereunder.
(c) Any liabilityIf any action or proceeding is brought against an Indemnified Party with respect to which indemnity may be sought under this Section 44, costthe Indemnitor, loss upon written notice from the Indemnified Party, shall assume the investigation and defense thereof, including the employment of counsel and payment of all expenses. The Indemnified Party shall have the right to employ separate counsel in any such action or damage incurred by proceeding and to participate in the Company relating defense thereof, but the Indemnitor shall not be required to any Employee or Worker pay the fees and expenses of such separate counsel unless such separate counsel is employed with the written approval and consent of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment Indemnitor, which shall not be unreasonably withheld or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;refused.
(d) Any obligation, liability (including any liability to tax The indemnities in this Section 44 shall survive the expiration or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person termination of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); andAgreement.
(e) Any liability, cost, loss or damage incurred The indemnities payable under this Section 44 by the Company relating Property Owners shall be subject to the sale or grant availability of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out funds for such purpose in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer accordance with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation Section 5.04 of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to TaxationIndenture.
Appears in 1 contract
Sources: Property Management Agreement (Cim Real Estate Finance Trust, Inc.)
Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company againstIndemnitor hereby agrees to unconditionally indemnify, defend, and shall pay hold Lenders harmless against: (1) any loss, fines, penalties, actions, suits, proceedings, liability, damage, expense or claim incurred in connection with, arising out of, resulting from or incident to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses application of any Environmental Law with respect to the Trust Property; (including but not limited to 2) any direct, indirect breach of any representation or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer warranty or the Company inaccuracy of any representation made by Indemnitor in or pursuant to this Indemnity; (3) any breach of any covenant or agreement made by Indemnitor in or pursuant to this Indemnity, (4) any liability or obligation arising out of CERCLA, any equivalent state statute or in connection any other Environmental Law which may be incurred or asserted against the Lenders, directly or indirectly, under Environmental Laws, with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related respect to the Share for Share Exchange Trust Property; and (5) any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligationother loss, liability, costdamage, loss expense or damage relating to claim which may be incurred by or asserted against the Lenders, directly or indirectly, resulting from the presence of Hazardous Material on the Trust Property, including (A) all foreseeable and unforeseeable consequential damages, (B) the costs of any outstanding amount due required or necessary investigation, repair, cleanup, remediation or detoxification and payable in respect (C) the costs of the Purple Batch Loan agreement;
(c) Any liabilitypreparation and implementation of any closure, cost, loss remedial or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected other remedial plans. Notwithstanding anything herein to the Bonus Scheme) and gives them any right contrary, this Indemnity shall not be construed to impose liability on Indemnitor for Hazardous Materials placed, released or entitlement to a payment for any period after 31st March 2014 in excess disposed of on the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (Trust Property or any other relevant legislation obligation or regulation); and
liability under Environmental Law (e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above except to the extent set out in column 2 caused by the acts or omissions of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies Indemnitor or its agents, employees, contractors, licensees, guests and tenants) (i) after the Buyer with respect to all and any costdate of foreclosure, loss or damage relating assignment (other than an assignment by the Agent to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies successor "Agent" under the Buyer with respect to all and any costCredit Agreement) or sale, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies (ii) after the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made acceptance by the Seller and / Agent (for the benefit of the Lenders) of a deed in lieu of foreclosure, (iii) during any period during which a receiver appointed upon the request or petition of the Agent (for the benefit of the Lenders) is in possession of the Trust Property or the Warrantors in respect of an Indemnity Claim shall include:
Agent (a) an amount in respect of all costs and expenses reasonably incurred by for the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation benefit of the paymentLenders) operates the Trust Property as a mortgagee in possession, or (iv) to the Buyer and extent such liability arises from the Company gross negligence or willful misconduct of the Agent (as for the case may bebenefit of the Lenders) is left with the same amount it would have had if the payment was not subject to Taxationor any indemnitee hereunder.
Appears in 1 contract
Indemnities. 9.1 Each A. Farmee agrees to (i) maintain the El Paso Lease free of, and (ii) RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Farmor Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with Farmee's operations under this Agreement. Farmee shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Eni and Nexen, and their respective parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the Seller foregoing (individually and collectively referred to as the Warrantors shall indemnify the Buyer "Farmor Group") from and the Company againstagainst any and all claims, demands, causes of action and shall pay to the Buyer a sum equal to, judgments of whatsoever nature (together with all liabilities, costs, expenses, damages costs and losses fees in connection with same) arising in favor of any person or entity (including but not limited Farmee, its employees, each Farmor's employees and any other person or entity whomsoever) for or on account of personal injury, death, or property damage, incident to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of Farmee's operations under this Agreement and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF ANY MEMBER OF FARMOR GROUP, provided, however, that in no event shall Farmee be liable under this paragraph for any claims, demands, causes of action or in connection with any judgments that are the result of the following matters:
(a) Any liability to Taxation, fine gross negligence or penalty together with willful misconduct of any loss, damage or costs arising from or related to the Share for Share Exchange and member of any need for remedial action to be carried out in respect member of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third partiesFarmor Group.
9.2 The Warrantors shall be severally liable B. Eni agrees to any Claim under 9.1 above to (i) maintain the extent set out in column 2 of Schedule 1.
9.3 In addition Mr NEni/Nexen Lease free of, and (ii) ▇▇▇▇▇▇▇ ▇▇E, DEFEND, INDEMNIFY and HOLD HARMLESS Farmee Group (as herein defined) from and against, any and all debts, charges, liens or other like encumbrances associated with operations conducted on or for the benefit of the Eni/Nexen Lease by or for Eni or Nexen or their respective predecessor(s)-in-interest. Farmors shall RELEASE, DEFEND, INDEMNIFY, and HOLD HARMLESS Farmee, its parent, subsidiary and affiliated companies, its and their joint owners, co-lessees, partners, joint venturers, and the officers, directors, agents, consultants, insurers and employees of all of the foregoing (individually and collectively referred to as the "Farmee Group") from and against any and all claims, demands, causes of action and judgments of whatsoever nature (together with all costs and fees in connection with same) arising in favor of any party (including Farmors, their employees, Farmee's employees and any other party whomsoever) for or on ac▇▇▇▇▇ hereby indemnifies of personal injury, death, or property damage, incident to or arising in connection with operations by Farmors on the Buyer with respect to all Eni/Nexen Lease, and EXPRESSLY INCLUDING THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY, OF FARMEE GROUP, provided, however, that in no event shall Farmors be liable under this paragraph for any costclaims, loss demands, causes of action or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies judgments that are the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation result of the paymentgross negligence or willful misconduct of any member of the Farmee Group. For avoidance of doubt, the Buyer Farmors' release, defense, indemnity and the Company (as the case may be) is left with the same amount it would have had if the payment was hold harmless obligations herein do not subject apply to Taxationany operations conducted by Farmee.
Appears in 1 contract
Sources: Participation Agreement (Ridgewood Energy L Fund LLC)
Indemnities. 9.1 Each 11.1 SCEE shall indemnify and hold Publisher harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including without limitation reasonable fees for lawyers, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with a breach of any of the Seller warranties provided by SCEE herein; provided however that Publisher shall give prompt written notice to SCEE of the assertion of any such claim, and provided further that SCEE shall have the Warrantors right to select counsel and control the defence and/or settlement thereof, subject to the right of Publisher to * Confidential portion omitted and filed separately with the Securities and Exchange Commission. participate in any such action or proceeding at its own expense with counsel of its own choosing. SCEE shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to such matters as shall be deemed appropriate by SCEE. Publisher shall provide SCEE, at no expense to Publisher, reasonable assistance and co-operation concerning any such matter. Publisher shall not agree to the compromise, settlement or abandonment of any such claim, action or proceeding without SCEE’s prior written consent.
11.2 Publisher shall indemnify the Buyer and the Company againsthold SCEE harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including without limitation reasonable fees for lawyers, expert witnesses and litigation costs, and shall pay including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with (i) a breach of any of the warranties provided by Publisher herein or any breach of Publisher’s confidentiality obligations as referred to the Buyer a sum equal toin Clause 9.1 hereof, all liabilitiesor (ii) any claim of infringement or alleged infringement of any Third Party Intellectual Property Rights with respect to Licensed Developer Software, costs, expenses, damages and losses or (including but not limited to iii) any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out claim of or in connection with any injury (including death) or property damage, by whomsoever such claim is made, arising (in whole or in part) out of the following matters:
(a) Any liability manufacture, sale and/or use of any of the Manufactured Materials unless resulting from the proven negligence of Sony; provided however that SCEE shall give prompt written notice to TaxationPublisher of the assertion of any such claim, fine or penalty together with any lossand provided further that Publisher shall have the right to select counsel and control the defence and/or settlement thereof, damage or costs arising from or related subject to the Share for Share Exchange and right of SCEE to participate in any need for remedial such action or proceeding at its own expense with counsel of its own choosing. Publisher shall have the exclusive right, at its discretion, to be carried out in respect of the same in order commence and/or prosecute at its own expense any lawsuit or to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any take such other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer action with respect to all such matter as shall be deemed appropriate by Publisher. SCEE shall provide Publisher, at no expense to SCEE, reasonable assistance and co-operation concerning any costsuch matter. SCEE shall not agree to the compromise, loss settlement or damage relating to a breach by him abandonment of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any costsuch claim, loss action or damage relating to a breach by him of his obligations in clause 10.1 belowproceeding without Publisher’s prior written consent.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 1 contract
Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against(a) The Mortgagor agrees to, and shall pay to does hereby, indemnify, defend and hold harmless the Buyer a sum equal toMortgagee, its directors, officers, employees and agents and all Bondholders (all being included in the word “Mortgagee” for the purposes of this subsection (iv)) from and against any and all claims, causes of action, damages, demands, fines, liabilities, losses, penalties, settlements, expenses and costs, expenseshowever defined and of whatever kind or nature, damages and losses known or unknown, (including including, but not limited to any directto, indirect reasonable attorneys’ consultants’ and engineering fees and disbursements and sampling, monitoring or consequential lossesremediation costs) (“Losses”) which may be asserted against, loss of profitimposed upon, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by by, the Buyer or the Company Mortgagee, arising out of in any way related to or due to (I) any Release at the Mortgaged Property or any Environmental Conditions on, at, under, or emanating from the Mortgaged Property, (II) any injury to human health, safety or the environment (including wrongful death, personal injury, property damage or damage to natural resources) by reason of Environmental Conditions on, at, under or emanating from the Mortgaged Property; (III) any violation, or alleged violation, of any Environmental Law; (IV) any material misrepresentation by the Mortgagor in this Mortgage and/or the Loan Agreement or in any other documents or materials furnished by the Mortgagor to the Mortgagee and/or its representatives in connection with the issuance of the Bonds; (V) any breach of any of the following matters:
Mortgagor’s representations, warranties or covenants set forth in subsections (aii) Any liability to Taxation, fine and (iii) of this Section 19; (VI) any Regulatory Action or penalty together with any loss, damage or costs Third-Party Claim arising from or related relating to any Release or any Environmental Conditions on, at, under or emanating from the Mortgaged Property, except to the Share for Share Exchange and any need for remedial action extent such Regulatory Action or Third-Party Claim arises from or relates to be carried out in respect the acts or omissions of the same Mortgagee or its successors or assigns including any transferee of the title of the Mortgagee or any subsequent purchaser at a foreclosure or, after a foreclosure of the Mortgaged Property, any third-party unrelated to or unaffiliated with the Mortgagor; or (VII) any lien imposed upon the Mortgaged Property in order to ensure that favor of any governmental entity as a result of (A) the Seller has proper legal and beneficial title presence or disposal of a Hazardous Substance on the Mortgaged Property, (B) a Release or threatened Release at or affecting the Mortgaged Property, or (C) any other Environmental Conditions on, at, under or affecting the Mortgaged Property, except to the Sale Shares;extent such liens arise solely from or relate to the acts or omissions of the Mortgagee or its successors or assigns including any transferee of the title of the Mortgagee or any subsequent purchaser at a foreclosure, or, after a foreclosure of the Mortgaged Property any third-party unrelated to and unaffiliated with the Mortgagor. The duty of the Mortgagor to indemnify, defend and hold harmless the Mortgagee includes, but is not limited to, Regulatory Actions, Third-Party Claims or any other proceedings or actions commenced by any person (including, but not limited to, any federal, state or local governmental agency or entity) before any court or administrative agency.
(b) Any obligationIn any event a Clean-up is required by any governmental agency or under any applicable Environmental Laws, liability, cost, loss or damage relating Mortgagor shall promptly take all necessary measures to any outstanding amount due and payable in respect of complete the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right Clean-up in accordance with their terms all applicable Environmental Laws. If the initiation or the conduct of employment all or engagement any portion of such Clean-up is delayed by Mortgagor or Mortgagor fails to conduct such Clean-up on the basis of Mortgagor’s good faith objection to the nature, extent or scope of any Clean-up required by any governmental agency, Mortgagor shall promptly provide Mortgagee with the Company written notice of such objection (including without limitation any ongoing obligation which notice shall include a detailed explanation of the Company basis for such objection) and, upon the request of Mortgagee, shall meet with Mortgagee at a mutually agreeable time and location to make payments in accordance with or connected discuss the matter and attempt to reach a resolution concerning the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company conduct of any directorsuch Clean-up. In the event such an agreement cannot be reached within a period of forty-five (45) days following Mortgagee’s receipt of any such notice, employee or sales person the Mortgagee shall have the right to notify the Mortgagor that it is in default of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer this Mortgage and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary Mortgagee shall have all rights available to ensure that, after any Taxation it under Article III of the payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxationthis Mortgage.
Appears in 1 contract
Sources: Mortgage (Converted Organics Inc.)
Indemnities. 9.1 Each of the Seller and the Warrantors Party shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following mattersas follows:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related Subject to the Share for Share Exchange limitations in Section 5.6 hereof, Triad hereby covenants and agrees to indemnify, defend, and hold harmless MNW and its employees, representatives, agents, officers, directors, members, successors and assigns from and against any need for remedial action to be carried out in respect and all suits, causes of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligationaction, liabilitylosses, costdamages, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liabilityclaims, costexpenses, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligationdemands, liability (including any liability to tax or National Insurance Contributions)fines, costpenalties, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ , liabilities, costs, deaths, illnesses and injuries, of every kind and nature, caused by, arising out of, or in any manner related to: (i) any breach by Triad of its representations, warranties, covenants or agreements under this Agreement; or (ii) any failure by Triad to perform its obligations under, and comply with the terms or conditions of, any Lease or Sublease after the Closing thereon.
(b) Subject to the limitations in Section 5.6 hereof, MNW hereby covenants and agrees to indemnify, defend, and hold harmless Triad and its employees, representatives, agents, officers, directors, members, successors and assigns from and against any and all suits, causes of action, losses, damages, claims, expenses, demands, fines, penalties, ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all , liabilities, costs, deaths, illnesses and injuries, of every kind and nature, caused by, arising out of, or in any cost, loss or damage relating to a manner related to: (i) any breach by him MNW of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any costits representations, loss warranties, covenants or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss agreements under this Agreement; or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(bii) any amount necessary failure by MNW to ensure thatperform its obligations under, after any Taxation of the payment, the Buyer and the Company (as the case may be) is left comply with the same amount it would have had if terms or conditions of, any Lease or Sublease prior to the payment was not subject to TaxationClosing thereon.
Appears in 1 contract
Sources: Asset Purchase Agreement (Magnum Hunter Resources Corp)
Indemnities. 9.1 Each (a) Charterer shall within ***** (*****) Business Days of demand by the Owner indemnify and hold Owner and any member of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilitiesOwner Covered Group harmless from any charges, costs, expenses, damages claims, liabilities and losses whatsoever (including but not limited each a “Claim”) (except for any Claim relating to the tax implications addressed in Clause 8.2 below) which Owner and any directmember of the Owner Covered Group determines it has incurred or may incur as a consequence of the Charterer’s entry into the Project Agreement, indirect or consequential lossesOwner’s entry into this Amendment No. 5, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of Parties entering into any other document pursuant to or in connection with the Project, the Project Agreement or this Amendment No. 5, including as a consequence of:
(i) the Modification Work and the Reinstatement Work,
(ii) any delay or failure on the part of Charterer to obtain any of the following mattersApprovals that are required to be obtained by Charterer pursuant to the provisions of Clause 4 above, and
(iii) any of the circumstances referred to in Clause 9.3 of this Amendment No. 5, and
(iv) any member of the Owner Covered Group entering into or acknowledging the Operations Manual, and that, for the avoidance of doubt, exceed any Claim that Owner or any other member of Owner Covered Group would have otherwise been liable for under the Charter, except to the extent that such Claim resulted from Owner’s material failure to comply with a term or condition of the Charter, this Amendment No. 5 or any other addenda or amendments to the Charter, where such material failure is found to result directly in the harm underlying the Claim in respect of which Owner is invoking the foregoing indemnity.
(b) It is confirmed, clarified and agreed as follows:
(i) that sub-clause 8.1(a) above shall not apply to any liability specifically addressed by Clause 68 of the Charter as amended ("Specified Liabilities"), which shall subsist and be construed in accordance with their terms regardless of where any Specified Liabilities may be suffered or incurred (including during any use or operation of the Vessel as an FSRU in India or in LNG Carrier Mode) and regardless of the nationality of the Party or Parties to whom any Specified Liabilities are incurred (and Specified Liabilities are hereby confirmed to be liabilities which do not fall within the scope of sub-clause 8.1(a) above);
(ii) that Owner's liability for any tortious act (which includes negligence) by Owner or any member of the Owner Covered Group to any third party shall be treated in the same manner as such tortious act would be treated under the Charter, and the fact that any such tortious act may be committed during operation of the Vessel as an FSRU in India or in LNG Carrier Mode shall not change the allocation of liability which would otherwise apply as a consequence of such tort occurring under the Charter; nor shall the geographical location of any tortious act or the nationality of the party or parties injured by such tortious act(s) affect in any way the allocation of liability therefor. The fact that a tortious act to any third party is committed by Owner or any other member of the Owner Covered Group while operations are conducted under the Project Agreement does not affect in any way the culpability and liability of Owner or any member of the Owner Covered Group for such tortious act(s) (and liability for such acts shall be treated as if they had occurred under the Charter); and any resulting loss suffered by Owner or any member of Owner Covered Group shall not be covered by the indemnity in sub-clause 8.1(a) above save and except that any indemnities or limitations or exclusions of liability available to Owner under the Charter (excluding sub-clause 8.1(a) above) shall apply and shall be available to Owner in respect of any liability arising from use of the Vessel as an FSRU in India or in LNG Carrier Mode;
(iii) that the indemnities in sub-clause 8.1(a) above and in Clause 8.2 below shall extend to and for the benefit of each member of Owner Covered Group and that each member of Owner Covered Group shall have the benefit of and may enforce those provisions notwithstanding Clause 15 of this Amendment No.5., provided that no such indemnities shall apply to any liability resulting from Owner’s material failure to comply with a term or condition of the Charter, this Amendment No. 5 or any other addenda or amendments to the Charter, where such material failure is found to result directly in the liability in respect of which Owner is invoking the foregoing indemnity. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).
(a) Any liability Irrespective of whether or not the Owner or any applicable member of the Owner Covered Group is in compliance with all relevant laws and regulations applicable to Taxationthe Vessel’s operation in India in FSRU Mode, fine Charterer shall always be liable for and shall within ***** (*****) Business Days of demand by the Owner indemnify and hold harmless Owner and each other member of Owner Covered Group against all losses, liabilities and costs which the Owner determines will be or penalty together with has been suffered by Owner or a member of the Owner Covered Group for or on account of Indian Taxes. Notwithstanding anything to the contrary in this Charter (including this Amendment No. 5), the Charterer shall not indemnify or hold harmless Owner or any member of the Owner Covered Group against, and shall not be liable for, any loss, damage liability or costs arising from which have been or related will be suffered by Owner or any member of the Owner Covered Group for or on account of Indian Taxes which have been or will be incurred as a result (i) any activity of the Owner or the Owner Covered Group that does not relate to the Share performance of its obligations under this Amendment No 5; or (ii) the Owner or the Owner Covered Group being incorporated in or a tax resident of India or having a permanent or fixed establishment in India for Share Exchange and any need for remedial action purpose other than in directly relation to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;this Amendment No. 5
(b) Any obligationtax credit that Owner obtains in relation to such Indian Taxes shall be deducted from Charterer’s future indemnification amounts when Owner determines that the creditable amount has been confirmed and received by Owner. If Charterer is entitled to a deduction in future indemnification amounts according to the above, liabilitybut the Owner determines that such deduction cannot be made, costOwner shall reimburse Charterer accordingly. For the avoidance of doubt, loss the provisions of Clause 52 ("Taxes") shall apply to taxes other than Indian Taxes.
(c) Charterer’s indemnity in Clause 8.2(a) above shall extend to Owner's and any applicable member of Owner Covered Group’s costs of tax and accounting compliance including, without limitation: (i) the costs of agents, tax advisers and internal and external tax controllers and (ii) costs of registering a permanent establishment or damage branch in India with the Indian tax authorities and deregistering such permanent establishment or branch at the end of the period of use of the vessel in FSRU mode in India. Charterer shall indemnify Owner and any applicable member of Owner Covered Group irrespective of whether Charterer is indemnified by Project Sub-Charterer under the Project Agreement.
(d) All payments by Charterer to Owner under the Charter (as amended by this Amendment No. 5) shall be paid without any deduction or withholding for Indian Taxes. In the event that Charterer is required by law to make any such deduction or withholding of Taxes, the amount payable by Charterer to Owner shall be increased by an amount so that the amount after such a deduction or withholding shall be the amount that would have been received by Owner but for such deduction of withholding, and the Charterer shall be also liable for payment of an equivalent amount so deducted or withheld to the applicable governmental authority.
(e) This Clause 8.2 applies irrespective of whether any tax obligations under the Charter (as amended by this Amendment No. 5) arise from a tax assessment or reassessment by a governmental authority, or other competent tax authority, during the Term or after the termination or expiration of the Charter.
(f) A reference in this Clause 8 to "determines" means a determination made in the absolute discretion of the person making the determination.
(g) Where the Owner becomes aware of a matter which may give rise to a claim under this Clause 8.2 (an "Indian Tax Claim"), the Owner shall notify the Charterer in writing providing reasonable detail of the nature of the liability and the reasons for that liability arising.
(h) Subject to being indemnified and secured on a continuing basis to the Owner's reasonable satisfaction against any costs and expenses which may be incurred by or on behalf of the Owner or a member of the Owner Covered Group, the Owner shall take (or shall procure that a member of the Owner Covered Group shall take) such action as the Charterer may by written notice given to the Owner reasonably request to dispute, resist, appeal against, mitigate or defend the Indian Tax Claim (the "Action").
(i) If it becomes clear that the Indian Tax Claim cannot be satisfactorily resolved with the relevant tax or governmental authority, and if the Charterer so requests, and provides an opinion from the Project Tax Consultant (as defined in the Project Agreement) that, on the balance of probabilities, the Owner would be likely to succeed in appealing against the tax or governmental authorities' arguments, the Owner (subject to it continuing to be satisfied by the level of indemnity or security provided by the Charterer) may appeal any decision of the relevant tax or governmental authority before the relevant court of first instance (or shall procure that such an appeal is taken).
(j) Any further appeal to a higher court (whether to defend or appeal the first instance decision or any decision of a higher court or tribunal) shall be at the absolute discretion of the Owner.
(k) The Charterer may, to the extent permitted by relevant law, elect to have conduct of any Action, in which event:
(i) the Owner shall, or shall procure that a member of the Owner Covered Group shall, delegate the conduct of such Action to the Charterer (and/or their professional advisers) and give such authority to them as is required to allow them to conduct the Action and shall notify any relevant third party (including, without limitation, any Taxation Authority) of such authority; and SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).
(ii) the provisions of paragraph (l) below shall apply.
(l) The Charterer hereby undertakes to the Owner to:
(i) keep the Owner promptly on demand informed of all matters relating to any outstanding amount due the Action and payable deliver to the Owner copies of all material correspondence relating to the Action;
(ii) deliver to the Owner in draft form all material written communications in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss Action which the Charterer or damage incurred its advisers propose to send to a Taxation Authority and take into account all reasonable comments provided by the Company relating to any Employee or Worker Owner within ***** Business Days of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation)such delivery; and
(eiii) Any liability, cost, loss or damage incurred by obtain the Company relating to prior written approval of the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall includeOwner to:
(a1) an amount in respect the settlement or compromise of all costs and expenses reasonably incurred by the Buyer and Indian Tax Claim which is the Company in bringing subject of the relevant Indemnity ClaimAction; and
(b2) the agreement of any amount necessary to ensure that, after any Taxation matter in the conduct of the payment, Action which is likely to affect the Buyer and amount of the Company Indian Tax Claim.
(as m) The Charterer's right to have conduct of the case may beAction pursuant to clause 8.2(k) is left with the same amount it would have had if the payment was shall not subject extend to Taxationany decision to appeal any decision of a tax or governmental authority before a court or tribunal.
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Indemnities. 9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and shall pay to the Buyer a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any of the following matters:
(a) Any liability to Taxation, fine or penalty together with any loss, damage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, liability, cost, loss or damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and gives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, liability (including any liability to tax or National Insurance Contributions), cost, loss or damage incurred by the Company relating to payments made to any service company of any director, employee or sales person of the Company (including but not limited to Purple Batch Limited and Medtech Consultants Limited) and any failure to disclose these payments as related party transactions by virtue of the Companies A▇▇ ▇▇▇▇ (or any other relevant legislation or regulation); and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall be severally liable to any Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies agrees to indemnify and hold harmless Borrower and its affiliates and its and their directors and officers, and each person, if any, who controls the Buyer with respect Borrower within the meaning of the Securities Act (to the fullest extent permitted by applicable law) from and against any and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses (including, without limitation, any losses relating to Borrower’s market activities as a consequence of becoming, or of the risk of becoming, subject to Section 16(b) of the Exchange Act, including, without limitation, any forbearance of market activities or cessation of market activities and any costlosses in connection therewith) incurred or suffered by any such person or entity directly arising from, loss by reason of, or damage relating to a in connection with, (i) any breach by him Lender of his obligations any of its representations or warranties contained in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the Buyer with respect to all and Section 7 or (ii) any cost, loss or damage relating to a breach by him Lender of his obligations any of its covenants or agreements in clause 10.1 belowthis Agreement.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the Buyer with respect to all and any cost, loss or damage relating to a breach by her of her obligations in clause 10.1 below.
9.6 Any payment made by the Seller and / or the Warrantors in respect of an Indemnity Claim shall include:
(a) an amount in respect of all costs and expenses reasonably incurred by the Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its and their directors and officers, and each person, if any, who controls the Lender within the meaning of the Securities Act from and against any and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, taxes, penalties, obligations and expenses, incurred or suffered by any such person or entity directly arising from, by reason of, or in connection with (i) any breach by Borrower of any of its representations or warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement.
(c) In case any claim or litigation which might give rise to any obligation of a party under this Section 12 (each an “Indemnifying Party”) shall come to the attention of the party seeking indemnification hereunder (the “Indemnified Party”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the existence and amount necessary thereof; provided that the failure of the Indemnified Party to ensure give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than thirty days after the initial notification from the Indemnified Party; provided that, after any Taxation if the Indemnifying Party reasonably cannot respond to such notice within thirty days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible.
(d) An Indemnifying Party shall be entitled to participate in and, if (i) in the judgment of the paymentIndemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Buyer and Indemnifying Party shall be entitled to direct the Company (as defense of any claim at its expense, but such defense shall be conducted by legal counsel reasonably satisfactory to the case may be) is left with Indemnified Party. An Indemnified Party shall not make any settlement of any claim or litigation under this Section 12 without the same amount it would have had written consent of the Indemnifying Party. Notwithstanding the foregoing provisions in this Section 12, an Indemnifying Party shall not be responsible for any special, indirect or consequential damages, even if informed of the payment was not subject to Taxation.possibility thereof.
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Sources: Lending Agreement (WEIBO Corp)