Source of Indemnification Sample Clauses

Source of Indemnification. The maximum indemnification amount recoverable by Purchaser from the Sellers for Losses pursuant to this Section 8.3 is as follows:
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Source of Indemnification. The Purchaser Indemnitees’ sources of payment for any claims made pursuant to this Section 10 shall be satisfied (i) first from the Seller RWI Policy subject to the limitations thereunder, (ii) second, solely to the extent that any coverage under the Seller RWI Policy has been denied, exhausted or is otherwise unavailable, from the Retention Escrow Fund, (iii) third from the R&W Insurance Policy subject to the limitations thereunder and (iv) fourth, solely to the extent that any coverage under the R&W Insurance Policy has been denied, exhausted or is otherwise unavailable, from Seller (subject to the limitations set forth in this Section 10).
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Source of Indemnification. Subject to Section 8.7, the amount of any Losses shall be recoverable by Purchaser either through recourse to the Escrow Fund or by proceeding against the Indemnifying Party directly, or a combination of the two, as may be determined in Purchaser’s sole discretion. Notwithstanding the foregoing, in the case of fraud or intentional or willful breach of a representation, warranty or covenant of Seller contained in this Agreement or in any certificate, instrument, or other document delivered by Seller pursuant to this Agreement, Purchaser may seek any remedy to which it is entitled under law or equity.
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Source of Indemnification. Subject to the provisions of any agreement concerning tax indemnification entered into by the Members, the indemnification of the Tax Matters Partner, and the Indemnified Agents, as provided in subsection (i) above, shall be made first from the Company Assets or otherwise at the expense of the Company, and, to the extent the Company Assets are insufficient therefor, second, from the Members (including the Tax Matters Partner in all cases as to its pro rata share only), pro rata in proportion to their respective Percentage Interests in the Company. The Tax Matters Partner shall use its reasonable best efforts to collect any indemnification due pursuant to this Section 9.7.B from all Members owing such indemnification on a pro rata basis (based on each Member's Percentage Interest, including the Tax Matters Partner, at the time such indemnification is sought). If any Member fails to make any indemnification payment due to the Tax Matters Partner (a "Defaulting Member"), then the Tax Matters Partner shall have the right to seek such indemnification from the other Members (including the Tax Matters Partner in all cases as to its pro rata share only) pro rata in proportion to each Member's Percentage Interest. If one or more Members fail to make an indemnification payment to the Tax Matters Partner equal to its pro rata share of any missed indemnification payment, then (i) such Member(s) shall also be deemed a Defaulting Member, and (ii) the Tax Matters Partner shall again have the right to seek such missed indemnification payment from the remaining Members (including the Tax Matters Partner in all cases as to its pro rata share only) pro rata in proportion to such Member's Percentage Interest. This process shall continue until the Tax Matters Partner has received the entire indemnification payment to which it is entitled. Upon any Member's payment of any portion of the indemnification payment not made by one or more Defaulting Members, such Member shall be subrogated to the Tax Matters Partner's right of recovery against the Defaulting Member(s) to the extent of the payment made by such Member. In addition to all other legal and equitable rights and remedies the Company, the Tax Matters Partner and the non-Defaulting Members may have against the Defaulting Member, the Company, the Tax Matters Partner and the non-Defaulting Members shall have the right to offset any claims any of them may have against a Defaulting Member for failure to make any payment due unde...
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Source of Indemnification. Any Losses to which the Loraca Indemnified Persons are entitled shall be satisfied only after the alternative dispute resolution provisions of Section 12 * Confidential Treatment Requested have been exhausted and then shall be satisfied with one or more of the following elected by the Individual Shareholders:
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Source of Indemnification. The Buyer acknowledges and agrees ------------------------- that with respect to all claims for indemnification (other than Fraud and Title Claims, (i) the Buyer's sole source of seeking reimbursement for such claims shall be the escrow account established pursuant to the Escrow Agreement, and (ii) Buyer is not entitled to indemnification from the Sellers (or their successors or assigns) in excess of the Escrow Amount, nor is it entitled to any further indemnification once the Escrow Amount has been properly distributed pursuant to the Escrow Agreement.
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Source of Indemnification. Any Losses payable to a Buyer Indemnitee pursuant to this Section 10 shall be satisfied (i) first, from the funds available in the Escrow Account and (ii) from the Seller directly.
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Source of Indemnification. From and after the Closing, and subject to the limitations set forth in Section 9.5, any Losses for which a Buyer Indemnified Party is entitled to indemnification under Section 9.1, Section 9.2 or Section 9.3 either as a result of the Parties’ agreement or as finally determined in a non-appealable order of an arbitrator or court of competent jurisdiction, shall be satisfied as follows:
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Source of Indemnification. Except as otherwise set forth in this Section 8.3 and Section 8.7(b), Losses to be paid pursuant to the provisions of this Article 8 will be satisfied solely from the Escrow Fund. If and to the extent the Indemnifying Parties are liable for Losses in excess of the Escrow Fund, the Indemnified Parties may proceed against the Indemnifying Parties directly. Notwithstanding the foregoing, in the case of fraud or intentional or willful breach of a representation, warranty or covenant of Seller or the Principal Stockholders contained in this Agreement or in any certificate, instrument, or other document delivered by Seller or the Principal Stockholders pursuant to this Agreement, Purchaser may seek any remedy to which it is entitled under law or equity.
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Related to Source of Indemnification

  • Notice of Indemnification Promptly after the receipt by any indemnified party (the “Indemnitee”) of notice of the commencement of any action or proceeding against such Indemnitee, such Indemnitee shall, if a claim with respect thereto is or may be made against any indemnifying party (the “Indemnifying Party”) pursuant to this Article VII, give such Indemnifying Party written notice of the commencement of such action or proceeding and give such Indemnifying Party a copy of such claim and/or process and all legal pleadings in connection therewith. The failure to give such notice shall not relieve any Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have, upon request within thirty (30) days after receipt of such notice, but not in any event after the settlement or compromise of such claim, the right to defend, at its own expense and by its own counsel reasonably acceptable to the Indemnitee, any such matter involving the asserted liability of the Indemnitee; provided, however, that if the Indemnitee determines that there is a reasonable probability that a claim may materially and adversely affect it, other than solely as a result of money payments required to be reimbursed in full by such Indemnifying Party under this Article VII or if a conflict of interest exists between Indemnitee and the Indemnifying Party, the Indemnitee shall have the right to defend, compromise or settle such claim or suit; and, provided, further, that such settlement or compromise shall not, unless consented to in writing by such Indemnifying Party, which shall not be unreasonably withheld, be conclusive as to the liability of such Indemnifying Party to the Indemnitee. In any event, the Indemnitee, such Indemnifying Party and its counsel shall cooperate in the defense against, or compromise of, any such asserted liability, and in cases where the Indemnifying Party shall have assumed the defense, the Indemnitee shall have the right to participate in the defense of such asserted liability at the Indemnitee’s own expense. In the event that such Indemnifying Party shall decline to participate in or assume the defense of such action, prior to paying or settling any claim against which such Indemnifying Party is, or may be, obligated under this Article VII to indemnify an Indemnitee, the Indemnitee shall first supply such Indemnifying Party with a copy of a final court judgment or decree holding the Indemnitee liable on such claim or, failing such judgment or decree, the terms and conditions of the settlement or compromise of such claim. An Indemnitee’s failure to supply such final court judgment or decree or the terms and conditions of a settlement or compromise to such Indemnifying Party shall not relieve such Indemnifying Party of any of its indemnification obligations contained in this Article VII, except where, and solely to the extent that, such failure actually and materially prejudices the rights of such Indemnifying Party. If the Indemnifying Party is defending the claim as set forth above, the Indemnifying Party shall have the right to settle the claim only with the consent of the Indemnitee.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Scope of Indemnification The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party or the enforcement of any of the terms of any thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

  • Primacy of Indemnification The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Claim of Indemnification The Parties hereto agree to waive any right they might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy, security or claim payment from any other person before claiming this indemnity.

  • Manner of Indemnification Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.

  • Payment of Indemnification If, in regard to any Losses:

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1:

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