Releases Indemnification Clause Samples

Releases Indemnification. (1) Assignee shall use reasonable efforts to attempt to obtain releases of Assignor (in form and substance acceptable to Assignor in his reasonable discretion) and to the extent such releases are not obtained, hereby agrees to assume and indemnify Assignor, from any and all personal liability to any lenders of Boyk▇▇ ▇▇▇erst Joint Venture and Boyk▇▇ Columbus Joint Venture that accrues from and after the Closing Date. (2) Assignee shall fully indemnify and hold Assignor and Assignor's trustee, heirs, representatives, successors and assigns harmless from and against any and all claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the failure of Assignee to perform in any material respect any of its obligations hereunder, (ii) the inaccuracy of any representation or warranty made by Assignee hereunder (except to the extent that such indemnification obligation would arise directly as a result of the inaccuracy of any representation, warranty or covenant made by Assignor hereunder), and (iii) the activity of Boyk▇▇ ▇▇▇erst Joint Venture and Boyk▇▇ ▇▇▇umbus Joint Venture and/or the operation of the Boyk▇▇ ▇▇▇riott Hotels from and after the Closing. (3) Assignor shall fully indemnify Assignee and hold Assignee, its officers, directors and partners and their respective representatives, successors and assigns harmless from and against 77

Releases Indemnification. (a) Upon payment of the amounts set forth in Section 2(a) hereof (as such amount may be adjusted pursuant to Section 2(b) hereof), the Executive, for himself and for his heirs, successors and assigns, does hereby release completely and forever discharge Progress, Progress Bank and their successors from any obligation under the Progress Employment Agreement and the Progress Bank Employment Agreement, provided that, notwithstanding the foregoing, the Executive does not hereby release Progress, Progress Bank and their successors from any obligation to the Executive under Sections 6(b) and 6(c) of the Progress Employment Agreement with respect to payments by them to the Executive, which the parties hereto agree shall remain in full force and effect. (b) For and in consideration of the commitments made herein by the Executive, each of Progress and Progress Bank for itself, and for its successors and assigns, does hereby release completely and forever discharge the Executive and his heirs, successors and assigns, to the fullest extent permitted by applicable law, from any obligation under the Progress Employment Agreement and the Progress Bank Employment Agreement. (c) In the event that (i) any representations and warranties made by the Executive in Section 2 hereof are subsequently determined to be incorrect, inaccurate or false and (ii) as a result of such inaccuracy a payment to the Executive pursuant to this Agreement is determined by a final judicial adjudication or a final administrative settlement to constitute an "excess parachute payment" as defined in Section 280G(b)(2) of the Code, then the Executive shall pay to Fleet Boston or Fleet National Bank an amount (the "Adjustment Amount") that shall put the parties hereto in the same position they would have been in if the representation and warranty has been true, complete and accurate. In determining the Adjustment Amount, the independent tax counsel or accountants of FleetBoston shall take into account any and all penalties and interest incurred by Progress, Progress Bank, FleetBoston or Fleet National Bank as a result of the falseness, incompleteness, inaccuracy of such representation and warranty.

Releases Indemnification. The Plan shall provide for general releases from GC and Reorganized GC for the benefit of all current directors and officers. In addition, all indemnification provisions currently in place for directors and officers (whether in GC's by-laws, contractual or otherwise) shall survive confirmation of the Plan and shall not be impaired thereby.

Releases Indemnification. (a) To the fullest extent permitted by applicable law, in consideration of Agent and Lenders entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which each Credit Party hereby acknowledges, each Credit Party, on its own behalf and on behalf of its successors (including, without limitation, any receiver or trustee acting on behalf of such Credit Party and any debtor-in-possession with respect to such Credit Party), assigns, subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever release, discharges and acquits Agent and Lenders and their parents, subsidiaries, shareholders, Affiliates, partners, trustees, officers, employees, directors, agents and attorneys and their respective successors, heirs and assigns (collectively, the “Releasees”) from any and all claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of action (whether at law or in equity), indebtedness and obligations (collectively, “Claims”) of every type, kind, nature, description or character, including, without limitation, any so-called “lender liability” claims or defenses, and irrespective of how, why or by reason of what facts, whether such Claims have heretofore arisen, are now existing or hereafter arise, or which could, might or be claimed to exist, of whatever kind or nature, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, matured or unmatured, fixed or contingent, each as though fully set forth herein at length, which may in any way arise out of, are connected with or in any way relate to actions or omissions which occurred prior to the date hereof with respect to any Credit Party, this Agreement, the Liabilities, any Collateral, any Other Agreement and any third parties liable in whole or in part for the Liabilities except to the extent any Claims are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of a Releasee. The provisions of this Section 19.06(a) shall survive and continue in full force and effect whether or not Credit Parties shall satisfy all other provisions of this Agreement or the Other Agreements, including payment in full of the Liabilities. (b) Each Credit Party agrees to defend (with counsel reasonably satisfactory to Agent), protect, indemnify and hold harmless Agent and each Lender, each affiliate or subsidiary of Agent and ...

Releases Indemnification. The Plan Administrator, each of his respective designees, employees or professionals or any duly designated agent or representative of the Plan Administrator shall not be liable for any act or omission taken or omitted to be taken in their respective functions as outlined in the Plan, this Agreement and the order confirming the Plan other than for acts or omissions resulting from willful misconduct, gross negligence, or intentional fraud as determined by Final Order of the Bankruptcy Court. The Plan Administrator may, in connection with the performance of his respective functions, and in his sole and absolute discretion, consult with attorneys, accountants, financial advisors and agents, and shall not be liable for any act taken, omitted to be taken, or suffered to be done in accordance with advice or opinions rendered by such attorneys or other professionals. Notwithstanding such authority, the Plan Administrator shall not be under any obligation to consult with attorneys, accountants, financial advisors or agents, and his determination not to do so shall not result in the imposition of liability, unless such determination is based on willful misconduct, gross negligence or intentional fraud as determined by Final Order of the Bankruptcy Court. The Estate shall indemnify and hold harmless the Plan Administrator and his designees and professionals and all duly designated agents and representatives thereof (in their capacity as such) from and against all liabilities, losses, damages, claims, costs and expenses, including, but not limited to attorneys’ fees and costs arising out of or due to such actions or omissions, or consequences of their actions or omissions with respect or related to the performance of their duties or the implementation or administration of the Plan, the order confirming the Plan and this Agreement; provided, however, that no such indemnification will be made to such Persons for such actions or omissions as a result of willful misconduct, gross negligence or intentional fraud.

Releases Indemnification