Instructions; Indemnification Clause Samples
The "Instructions; Indemnification" clause establishes the responsibilities of one party to follow the instructions provided by another party and to compensate or protect that party from losses arising from the instructed actions. In practice, this means that if a party acts according to the explicit directions of the other, and such actions result in claims, damages, or liabilities, the instructing party must indemnify the acting party. This clause is commonly used to allocate risk and ensure that parties are not unfairly held liable for following directions, thereby promoting cooperation while protecting against unforeseen legal or financial consequences.
Instructions; Indemnification. The Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions:
(a) The Agent shall be entitled to rely upon any written instructions or directions furnished to it by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the Company's Chairman and Chief Executive Officer, ▇▇▇▇▇ ▇. ▇▇▇▇, the Company's President and Chief Operating Officer, and A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, the Company's Senior Vice President - Finance and Secretary, or their designees (each, an "Authorizing Person"), whether in conformity with the provisions of this Agreement or constituting a modification hereof or a supplement hereto. Without limiting the generality of the foregoing or any other provision of this Agreement, the Agent, in connection with its duties hereunder, shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any instruction or direction from an Authorizing Person of the Company which conforms to the applicable requirements of this Agreement and which the Agent reasonably believes to be genuine and shall not be liable for any delays, errors or loss of data occurring by reason of circumstances beyond the Agent's control.
(b) The Company also agrees to indemnify and hold the Agent harmless against any losses, claims, actions, damages, liabilities, costs or expenses (including reasonable fees and disbursements of legal counsel) (collectively, "Claims") that the Agent may incur or become subject to, arising from or out of any claim or liability resulting from actions taken as Agent pursuant to this Agreement; provided, however, that such covenant and agreement does not extend to, and the Agent shall not be indemnified or held harmless with respect to, such Claims incurred or suffered by the Agent as a result, or arising out, of the Agent's negligence, misconduct, bad faith or breach of this Agreement. In connection therewith: (i) in no case shall the Company be liable with respect to any Claim against the Agent unless the Agent shall have notified the Company in writing of the assertion of a Claim against it promptly after the Agent shall have notice of a Claim or shall have been served with the summons or other legal process giving information as to the nature and basis of the Claim; provided, however, that the failure of the Agent to notify the Company in the above manner will absolve the Company of liability only when such failure will result or has resulted in prejudice to the Company with respect to su...