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. 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 regarding Copyright. MCG shall defend, indemnify and hold the Customer and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) incurred as a result of (i) infringement by MCG of any third-party patent, copyright or trademark or (ii) misappropriation by MCG of any third-party trade secret in connection with any of the foregoing.
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.
Limited Indemnification. (a) Subject to the terms and conditions of this Agreement, Indemnitor agrees to indemnify Indemnitee for Specified Losses (as hereinafter defined) to the extent, and only to the extent, that Specified Losses exceed $33,270,794 in the aggregate, but such indemnification shall be limited to a maximum aggregate indemnification obligation of Indemnitor equal to $34,300,000 (the “Maximum Indemnification Amount”).
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. EMPLOYER indemnifies and holds harmless ---------------------------- EMPLOYEE from any claims of any type against EMPLOYER that arise prior to the date of the commencement of this Agreement.
Limited Indemnification. 11 Section 3.4
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),
Limited Indemnification. Notwithstanding anything herein to the contrary, the Seller shall indemnify and hold the Originator harmless against any loss, liability or expense resulting from any breach by the Originator of the representations and warranties set forth in Section 6(a)(vii), (viii), (xv) and (xvi) of this Agreement, but only to the extent that any such representation and warranty was true and correct as of September 25, 1996, but was not true and correct as of the Closing Date.
