Other Indemnification Obligations Sample Clauses
The "Other Indemnification Obligations" clause defines additional circumstances under which one party must compensate the other for losses, damages, or liabilities beyond those already specified elsewhere in the agreement. This clause typically covers specific risks or events not addressed by the main indemnification provisions, such as third-party claims arising from particular actions or breaches. Its core function is to allocate risk more comprehensively between the parties, ensuring that all potential sources of liability are addressed and that the responsible party bears the financial consequences.
Other Indemnification Obligations. Notwithstanding anything to the contrary, the provisions of this Article 9 are not intended, and shall not be deemed, to modify the terms and conditions regarding the indemnification obligations, if any, of any Party set forth in the Shell Agreements; provided, however, that notwithstanding anything to the contrary in this Agreement, the Codexis-Shell US Research Agreement or the Codexis-Shell US License Agreement, for purposes of Section 10.2(b)(iv) of the Codexis-Shell US Research Agreement and Section 8.1(c) and Section 8.2(e) of the Codexis-Shell US License Agreement, IE will always be deemed to be an Affiliate (as such term is defined in the Codexis-Shell US Research Agreement and the Codexis-Shell US License Agreement, as applicable) of Shell (as such term is defined in the Codexis-Shell US Research Agreement and the Codexis-Shell US License Agreement, as applicable); provided further that, notwithstanding anything to the contrary in this Agreement, the Codexis-Shell US Research Agreement or the Codexis-Shell US License Agreement, Codexis Jointly Invented Research Technology and IE Jointly Invented Research Technology shall not be deemed to be Program Patent Rights or Program Licensed Technology for purposes of Section 8.1(c) of the Codexis-Shell US License Agreement; provided further that, notwithstanding anything to the contrary in this Agreement, the Codexis-Shell US Research Agreement or the Codexis-Shell US License Agreement, Codexis Jointly Invented Research Technology and IE Jointly Invented Research Technology shall not be deemed to be intellectual property for purposes of Section 8.2(e) of the Codexis-Shell US License Agreement.
Other Indemnification Obligations. Indemnification similar to --------------------------------- that specified in this Section 6.4 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any Law or with any governmental authority other than as required by the Securities Act.
Other Indemnification Obligations. In the event a Member, IRC, or any of their Affiliates, or the Company incurs any liability to a third party with respect to the Company or a Venture Sub, where neither Section 8.1 nor Section 8.2 is applicable, then the Members agree that any such liability shall be discharged as follows: (i) for any such liability arising from the Willful Misconduct or Misrepresentation of a Member, such Member shall promptly indemnify the other Member or its Affiliate or the Company, as the case may be, for such liability and all related Damages (and in the event such other Member is IREX, an Affiliate of IREX or the Company, then IRC together with Venture Corp., shall indemnify IREX, such Affiliate or the Company, as the case may be); provided, however, that no Member, including without limitation Venture Corp., shall have any obligation to indemnify any other Member if (x) the conduct of the Member requesting indemnification does not meet the standard of care set forth in Section 7.5 or as may be set forth in any other applicable section of either IRC’s Fourth Articles of Amendment and Reinstatement executed on June 27, 2005 or IRC’s Amended and Restated Bylaws effective September 29, 2004, as such instruments are effective as of the date of this Agreement and not as such instruments may be thereafter amended (collectively, the "IRC’s Charter"), or (y) any other condition in IRC’s Charter is not fulfilled, to the extent meeting such standard or fulfilling such condition would be required for IRC to be permitted by IRC’s Charter to so indemnify that Member; and (ii) for all other such liabilities, the Members agree that to the extent that the Company is unable to meet or dispose of such liabilities in its own right, the Members shall be obligated to share, on an equal basis, the amount of such liabilities and related Damages incurred by the Members. The obligations created under this Section are enforceable solely among the Company, the Members, IRC and their respective Affiliates and shall not confer any rights on third parties.
Other Indemnification Obligations. Expect for matters addressed herein, this Settlement Agreement shall have no effect on any other indemnification obligations under the Contribution Agreement, and each Party hereby specifically reserves any claims or defenses thereto that such Party may have with respect to such other indemnification claims, including, without limitation, indemnification claims for cargo losses and taxes. 4) Representation and Warranties. LFC represents and warrants the following: a) Prior to December 31, 1998, LFC paid or agreed to pay invoices to third parties related to environmental matters listed on Schedule 4.20(a), including Attachment A, of the Contribution Agreement in an amount in excess of one million two hundred thousand dollars ($1,200,000).
Other Indemnification Obligations. ▇▇▇▇▇▇▇▇ shall defend, indemnify and hold harmless each MTI Indemnitee from Losses resulting from any Third Party claim, asserted or unasserted, arising out of: (i) the design and manufacture by ▇▇▇▇▇▇▇▇ of FRs [*] developed pursuant to this Agreement, including product liability claims relating thereto; (ii) the labeling, marketing, promotion, distribution and sale of FRs [*] by ▇▇▇▇▇▇▇▇ pursuant to this Agreement; (iii) the negligence, recklessness or willful misconduct of ▇▇▇▇▇▇▇▇, its Affiliates, Sublicensees or Outside Contractors, and its or their respective directors, officers, agents, employees or consultants; (iv) any contract dispute between ▇▇▇▇▇▇▇▇ and an Outside Contractor that relates directly or indirectly to this Agreement; and (v) any material breach by ▇▇▇▇▇▇▇▇ of any material representation, warranty, covenant or other provision of this Agreement. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇ shall have no obligation to defend, indemnify or hold harmless the MTI Indemnitees in the event a Third Party claim arises with respect to: (i) any Product or product incorporating any portion of the FR[*] Technology developed exclusively by MTI or its Affiliates, Sublicensees or Outside Contractors or (ii) any combination by MTI or its Affiliates, Sublicensees or Outside Contractors of an FR, DMFC [*] or any product incorporating the FR[*] Technology with any other product, service or technology in a manner not authorized by this Agreement or expressly consented to in writing by ▇▇▇▇▇▇▇▇. __________________________ Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission (the "Commission"). The omitted portions, marked by "[*]", have been filed separately with the Commission. Strategic Alliance Agreement - Execution Version -29-
Other Indemnification Obligations. Supplier shall defend, indemnify and hold the Company Indemnitees harmless from and against all Losses based on, arising out of or otherwise in connection with any claim (threatened or actual made by a third party not affiliated with Company, arising out of or otherwise in connection with: [Intentionally Omitted] except, in each case of (i)-(vii) above, to the extent the claimed Losses are based on, arising out of or otherwise in connection with (1) Company's breach of its obligations under this Agreement; or (2) any event with respect to which Company otherwise has the obligation to indemnify Supplier under Section 19.2 of this Agreement.
Other Indemnification Obligations. In the event a Member incurs any liability to a third party with respect to the Company or a Venture Sub, where neither Section 8.1 nor Section 8.2 is applicable, then the Members agree that any such liability shall be discharged as follows: (i) for any such liability arising from the Willful Misconduct or Misrepresentation of a Member, such Member shall promptly indemnify the other Member for such liability and all related Damages; and (ii) for all other such liabilities, the Members agree that to the extent that the Company is unable to meet or dispose of such liabilities in its own right, the Members shall be obligated to share, on an equal basis, the amount of such liabilities and related Damages incurred by the Members. The obligations created under this Section are enforceable solely among the Company and the Members and shall not confer any rights on third parties.
Other Indemnification Obligations