Limited Indemnification Sample Clauses

Limited Indemnification. The City shall indemnify Agency for Agency’s liability to third parties incurred while Agency Personnel are acting within the scope of their employment with Agency to fulfill the terms of this Agreement; provided, however, that City’s liability to Agency shall cease upon the exhaustion of the limits of the law enforcement liability insurance policy the City obtains pursuant to Section 6.3 of this Agreement. The policy may be exhausted by claims attributed to City’s officers, or the officers of any jurisdiction lending assistance for the Convention pursuant to an agreement with City similar to this Agreement.

Limited Indemnification. 8.2.1 The Escrow Amount shall be used to indemnify and hold harmless Parent, Merger Sub, the Surviving Corporation, and their respective directors, managers, officers, employees, Affiliates, Stockholders, members, agents, attorneys, Representatives, successors and permitted assigns (collectively, the “Parent Covered Parties”) from any and all Losses up to the Indemnity Cap Amount arising out of or incurred in connection with (a) any breach of any of the representations or warranties set forth in Article 3 or (b) any breach or failure to perform in accordance with their terms any covenants or agreements contained herein that contemplate performance thereof by Stockholders’ Representative following the Closing. Parent shall have the right to, from time to time, recover any such Losses from the Escrow Account. In the event Parent desires to recover any Losses from the Escrow Account, Parent shall promptly deliver a written notice to the Stockholders’ Representative describing the nature and amount (if known) of the Loss, and Parent shall recover such Loss from the Escrow Account upon the mutual agreement of Parent and Stockholders’ Representative or a final determination or award of a court of competent jurisdiction with respect to such matter. For the avoidance of doubt, except for claims for Fraud (for which the individuals who committed the Fraud shall be liable), the Escrow Account shall be the exclusive source of recovery against Stockholders’ Representative or the Company Stockholders under this Agreement for Losses arising out of or incurred in connection with any breach of any of the representations and warranties set forth in Article 3 or any breach or failure to perform in accordance with their terms any covenants or agreements contained herein that contemplate performance thereof by Stockholders’ Representative following the Closing. Following the delivery of any such written notice by ▇▇▇▇▇▇, Parent and Stockholders’ Representative shall work together in good faith to resolve any disagreements with respect to the nature and/or amount of such Loss as soon as reasonably practicable.

Limited Indemnification. From and after the AOL Employee Transfer Time, (i) the members of the TWX Group shall be solely liable for all deferred compensation payments to the AOL LLC Employees and the Former AOL LLC Employees pursuant to the TWX Nonqualified Plans and (ii) AOL LLC shall be solely liable for all payments to any Former AOL LLC Employee with respect to the deferred compensation account or accounts for any Former AOL LLC Employee listed on Schedule 8.01(C) and, notwithstanding Section 13.03 or any other provision of this Agreement to the contrary, the members of the AOL Group shall not be obligated to indemnify the members of the TWX Group for Liabilities relating thereto, except to the extent that any such Liabilities relate to actions by a member of the AOL Group, whether occurring before, at or after the AOL Employee Transfer Time (including, without limitation, any failure by a member of the AOL Group to provide the members of the TWX Group with true and accurate information that is necessary for the proper administration of the TWX Nonqualified Plans and the deferred compensation account or accounts for any Former AOL LLC Employee listed on Schedule 8.01(C)).

Limited Indemnification. TVA agrees to continue to defend and indemnify you against claims that result from your performance of your TVA duties prior to the Termination Date under the terms set out in TVA-SPP-25.1 Legal Representation.

Limited Indemnification. (a) The Executive represents and warrants that as of the date hereof, he is bound by that certain employment agreement, by and between Village Roadshow Gold Class Cinemas LLC and the Executive dated as of June 1, 2008 (the “VRGCC Agreement”) and that such agreement is governed by the laws of the state of California. Pursuant to Section 4 (Employment Exclusive) and 6(h) of Exhibit A of the VRGCC Agreement, the Executive shall not “become financially interested in or associated with, directly or indirectly, any Exhibition Business” and generally may not “engage in any Exhibition Business” for any person other than Village Roadshow Gold Class Cinemas LLC and its affiliates (the “Noncompete Provision”). In reliance on the foregoing representation and warranty, if Village Roadshow Gold Class Cinemas LLC alleges a claim or cause of action that the Noncompete Provision has been breached as a direct result of the Executive’s execution of this Agreement and the Executive’s performance of duties hereunder (the “Claim”), the Company agrees to indemnify and hold harmless the Executive against any and all expenses actually and reasonably incurred during the Period of Employment directly arising out of the Executive’s defense of such Claim (the “Indemnification”). The Executive agrees to use his best efforts to defend the Claim, subject to the Company’s control of such defense, and, if requested by the Company, to assign to the Company the Executive’s defense of the Claim. Any counsel employed to defend the Claim shall be chosen by the Company, if the Company so desires. The Executive shall consent to the entry of judgment, admit liability with respect to or settle any Claim at the direction of and in the sole discretion of the Company. (b) The amounts incurred by the Executive during any calendar year that are eligible for reimbursement pursuant to this Section 4.5 shall not affect the amounts incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder. The reimbursement of an eligible expense shall be made on or before the last day of the year following the year in which the expense was incurred. The right to receive reimbursement hereunder is not subject to liquidation or exchange for another benefit. (c) The provisions of this Section 4.5(e) shall control notwithstanding anything to the contrary in the foregoing provisions of this Section 4.5. The Company has agreed to provide the Executive with the Indemnification during the P...

Limited Indemnification. (a) Notwithstanding any provision to the contrary in this Settlement Agreement or the Mutual Release Agreement and subject to the limitations contained in Section 3.3(b), (i) the Azteca Parties, jointly and severally, agree to indemnify and hold harmless each of the Pappas Parties, KAZH License, LLC and KTNC License, LLC (each a "▇▇▇▇▇▇ Indemnified Party") from and against all fines and other p▇▇▇▇▇▇es imposed by a Governmental Authority and related Expenses (collectively, "Losses") based upon, arising out of or otherwise in respect of any breach of any Requirement of Law by any Pappas Indemnified Party arising directly from any action, or fai▇▇▇▇ ▇o act when required to act, of any Azteca Party under the Existing Affiliation Agreements and any other agreement between the parties during any period prior to the Closing Date; and (ii) the Pappas Parties, jointly and severally, agree to indemnify and hol▇ ▇▇▇▇less each of the Azteca Parties from and against all Losses based upon, arising out of or otherwise in respect of any breach of any Requirement of Law by any of the Azteca Parties arising directly from any action, or failure to act when required to act, of any Pappas Party under the Existing Affiliation Agreements and any ot▇▇▇ ▇▇reement between the parties during any period prior to the Closing Date. (b) The party making a Claim under this Section 3.3 is referred to as the "Indemnitee," and the party against whom such Claims are asserted under this Section 3.3 is referred to as the "Indemnifying Party." All Claims by any Indemnitee under this Section 3.3 shall be asserted and resolved as follows: Promptly after receipt by the Indemnitee of notice of any Claim or circumstances which, with the lapse of time, would or might give rise to a Claim or the commencement (or threatened commencement) of a Claim (an "Asserted Liability") that may result in a Loss imposed by a Governmental Authority, the Indemnitee shall give notice thereof (the "Claims Notice") to the Indemnifying Party. The Claims Notice shall describe the Asserted Liability in reasonable detail, and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within 30 days (or sooner, if the nature of t...

Limited Indemnification. NOMATTERWARE agrees to indemnify and hold harmless the two current directors of CACTUS from and against any and all damages arising from any act or omission of such directors related solely to this Agreement or the transactions contemplated by this Agreement.

Limited Indemnification. The Company agrees that if Employee is made a party or is threatened to be made a party, or is required to appear as a witness to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director or officer of the Company, if such action is alleged in the Employee’s official capacity as a director, officer, employee or agent while serving as a director, officer, employee or agent, he shall be indemnified and held harmless by the Company to the fullest extent authorized by law and the Company’s bylaws, as the same exists or may hereafter be amended, against all costs and expenses incurred or suffered by Employee in connection therewith (unless Employee engaged in actions or omissions that constitute gross negligence, willful misconduct, misfeasance, malfeasance, or illegal conduct in which case indemnification will be unavailable and void). Such indemnification (and the stated limitations on same) shall continue as to Employee even if Employee has ceased to be an officer, director or agent, or is no longer employed by the Company. Employee agrees to fully cooperate with the Company should any Proceeding commence.

Limited Indemnification a. FireEye agrees, to the extent caused by its gross negligence or willful misconduct, to indemnify, hold harmless, and defend Flextronics, and its employees from and against any and all claims, losses, costs, expenses, fines, judgments, damages, or awards (including, without limitation, U.S. or foreign export compliance fines or penalties, customs fines or penalties, and reasonable attorney fees) arising out of or related to the preparation and filing of the EEI on their behalf. b. Flextronics agrees, to the extent caused by its gross negligence or willful misconduct, to indemnify, hold harmless, and defend FireEye, and its employees from and against any and all claims, losses, costs, expenses, fines, judgments, damages, or awards (including, without limitation, U.S. or foreign export compliance fines or penalties, customs fines or penalties, and reasonable attorney fees) arising out of or related to the activities/services being performed by Flextronics under this Addendum.