Specific Indemnifications Sample Clauses

The Specific Indemnifications clause requires one party to compensate the other for particular losses or liabilities that are clearly identified in the agreement. This clause typically outlines certain risks or events—such as breaches of confidentiality, intellectual property infringement, or third-party claims—that trigger the indemnifying party’s obligation to cover costs, damages, or legal fees. By addressing defined scenarios, this clause allocates risk for known issues and provides clarity on financial responsibility, helping to prevent disputes over who bears the burden if those specific problems arise.
Specific Indemnifications. 16.3.1 In the event that the Purchaser and/or Purchaser’s Guarantor are in breach of any guarantee pursuant to this Section 16 and/or any obligations in connection with Section 7.3.1b), including any adverse tax effects for a Seller as a result of the disproportionate obligation of Sellers 1 to 3 regarding the Pre-Closing Contribution Payment, the Purchaser or Purchaser’s Guarantor respectively shall indemnify and hold harmless the Sellers and/or Managers, as the case may be, from any damages incurred by the Sellers and/or Managers. All claims of the Sellers and/or Managers arising under this Section 16 shall be time-barred five (5) years after the Effective Date. 16.3.2 The Purchaser and Seller 1 through, and including, Seller 3 herewith agree that subject to the occurrence of Closing, Purchaser takes over all obligations Seller 1 through, and including, Seller 3 have undertaken under and in accordance with the shareholders’ resolution on the Pre-Closing Contribution Payment as provided for under Section 7.3.1b) by way of a discharge of debt (befreiende Schuldübernahme). 16.3.3 The Purchaser and Sellers agree that subject to the termination of the SPA by the Purchaser without the occurrence of Closing, the Purchaser shall fully indemnify and hold harmless all Sellers from and against all damages (including adverse tax effects) resulting from the shareholders’ resolution on the Pre-Closing Contribution Payment as provided for under Section 7.3.1b) provided, however, that the limitations set forth in Sections 12.1.1 and 12.1.5 shall apply mutatis mutandis to the indemnification claim of Sellers. 16.3.4 The Purchaser and Seller 1 through, and including, Seller 3 agree that subject to the termination of the SPA by the Sellers and the Managers without the occurrence of Closing, the Purchaser shall not be obliged to indemnify any other Party from or against any damages or losses resulting from the shareholders’ resolution on the Pre-Closing Contribution Payment as provided for under Section 7.3.1b).
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Specific Indemnifications. 11.1 Notwithstanding clause 10 (Representations and Warranties) and without prejudice to or precluding any other rights or remedies which the Purchaser may have under this Agreement or the Law, the Sellers undertake to indemnify and hold the Purchaser and Guarantor and their Affiliates harmless (vrijwaren en schadeloosstellen) against all actions, charges, claims, costs, damage, expenses (including fees of legal and other advisers) and Losses suffered by the Purchaser or, (at the sole discretion of the Purchaser) any of the Companies or their Affiliates for and in relation to each of the following matters: • Any claims of the Tax Authorities regarding Taxes due by any of the Companies and relating to the period prior to Completion, to the extent that these Taxes have not been paid or provided for in the 2012 Accounts or the Completion Accounts; • Any claim relating to an actual or alleged violation of any Anticorruption Law of the United States or the Netherlands, which claim arises from or is based on a state of facts of which either Mr. N.F.J.A. Pieterse or ▇▇. ▇.▇. ▇▇▇▇▇▇▇ have knowledge as of the Completion Date, unless that state of facts is specifically described in Schedule 10.3(a), 10.3(b) or 10.4 of Exhibit E. For clarification it is agreed that the definition of “Sellers’ knowledge” does not apply to the preceding sentence. • The failure of the approximately BRL 1,100,000 account receivable in Brazil due by Duro Felguera to be paid in full by December 1, 2013. 11.2 The indemnifications as set out in clause 11.1 above are not limited by any of the provisions of this Agreement, such as clauses 10 (Representations and Warranties) or 12 (Limitation of Liability) or 13 (Claims). However, the aggregate liability of the Sellers in respect of all claims under this Clause 11 shall not exceed EUR 18,500,000 (the “Indemnity Cap”), and the Indemnity Cap shall be reduced by EUR 4,625,000 on 1 March 2014 and each succeeding 1 March thereafter until the Indemnity Cap is zero on 1 March 2017.
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Specific Indemnifications. 7.2.1 The Sellers undertake to indemnify the Company and the relevant of its Subsidiaries for all Losses and taxes (“Damages”) which the Company and/or any Subsidiary is required after the General Assembly Date: (a) to incur towards or pay to (i) any Public Authority in respect of or on the basis of the Company’s or Subsidiary’s, as the case may be, failure to possess, at any time prior to the General Assembly Date, any Required Permit, or (ii) to any Person as a result of the Company or any Subsidiary being required at any time to remove, demolish, or stop using, on a temporary or permanent basis, any asset operated by it, or to stop the operation, temporarily or permanently, in whole or in part, of the Company’s and/or the relevant (b) to pay to any Person, based on or relating to alleged exposure to radiation from the assets operated by the Company or the relevant Subsidiary, as the case may be (the “Radiation Damages”), which Radiation Damages the Governmental Authority determines occurred on or before the General Assembly Date; (c) to pay to any Public Authority, due to, from or relating to any Tax deficiencies determined to have been incurred or to have arisen in respect of Tax periods of the Company or the relevant Subsidiary which Tax periods ended on or before the General Assembly Date; (d) to pay to any Person, in respect of the ownership or right of use or access of the assets transferred by Monet DOO Podgorica to the Radio Diffusion Center, including without limitation those assets in respect of which Pro Monte GSM DOO Podgorica has the right of use or access pursuant to the Co-Location and Facility Sharing / Right of Way and Establishment Agreement among the Company and Pro Monte GSM DOO Podgorica, dated 20 December 2001; (e) to pay to any Person any telecommunications industry-specific, revenue based fee, which does not exist on the date of the signing of this Agreement, other than such fees as may be required to be paid under the universal services obligation, to be defined by the Law in accordance with Clause 7.5.5. 7.2.2 Without regard to the provisions of Article 8 hereof, the Parties confirm that the Sellers agree to indemnify the Company and/or the relevant Subsidiary (ies) as the case may be for the matters described in this Clause 7.2. as follows: (a) in respect of Clause 7.2.1(a), subject to the limitations of time stated in said Clause (b) in respect of Clauses 7.2.1(b), only to the extent that the relevant Damage (i) was incurred b...
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Specific Indemnifications. (a) Notwithstanding anything to the contrary in this Article IX (including any limitations set forth in Section 9.4 hereof), Seller shall indemnify, defend and hold harmless the Buyer Indemnitees against all Losses incurred by the Buyer Indemnitees arising out of or relating to: (i) the Retained Subsidiaries; (ii) the Formerly Owned or Formerly Leased Real Property; (iii) the ▇▇▇▇▇▇▇▇ Zinc Company Site in ▇▇▇▇▇▇ County, Illinois, the ▇▇▇▇▇▇▇ Chemical Site in Charleston, South Carolina, the ASARCO ▇▇▇▇▇▇ Springs Site in ▇▇▇▇▇▇▇▇▇▇ County, Illinois, any site owned or operated by MR3 Systems, Inc. and the property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇; in each case, arising from the operation of the business of the Acquired Entities or any former Subsidiary of the Acquired Entities prior to the Closing; and (iv) any third-party owned or operated sites on or at which any of the Acquired Entities disposed of Hazardous Substances prior to the Closing. (b) The associated rights of indemnification pursuant to Section 9.5(a) shall survive the Closing hereunder and continue in full force and effect until the fifth anniversary of the Closing and shall thereupon expire, except to the extent that a claim for indemnification thereof has been asserted in writing prior to such expiration (in which event the associated rights of indemnification shall survive with respect to such claim until such claim has been resolved).
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Specific Indemnifications. Subject to Article 11, from and after the Closing, the Sellers (severally and not jointly) shall, irrespective of any fault, indemnify and hold harmless Nuance together with its officers, directors, employees, agents and Affiliates (including the Group Companies) from and against any and all Losses suffered or incurred by the Indemnified Party as result of, or arising from or based upon: (a) any Excess Company Third Party Expense; (b) any Excess Debt Payment; (c) any Excess Change of Control Payment; (d) any Tax or other expense under or in connection with the Siemens APA, other than the Siemens Payment; provided, however, that (i) if the Acquisition will be judged void or unwound on basis of a decision of a competent court or administrative body after the Siemens Payment is made and (ii) the subordinated loan granted by the Buyer to the Company under Article 6.2.2(b) is not fully repaid, the Sellers shall also severally, not jointly, indemnify and hold harmless Nuance for any part of the Siemens Payment not yet repaid by the Company to Nuance and any third party expenses related thereto; (e) with respect to any dispute or litigation arising out of or in connection with the merger contemplated in Article 6.4, (i) any merger consideration in excess of the consideration for the Shares that such holders would have been entitled to receive under this Agreement had they acceded to this Agreement and (ii) any reasonable third party expenses with respect to any such dispute or litigation (but excluding for the sake of clarity any costs and expenses relating to the statutory merger proceedings and the incorporation of any Affiliate of Nuance for the purposes of such proceedings); it being understood and agreed by the Parties that if (i) Nuance or any Group Company owe less than what is stated in the Closing Date Statement on account of Company Third Party Expenses, the Debt Repayment Amount or Change of Control Payments or (ii) if any merger consideration is lower than the consideration for the Shares that such holders would have been entitled to receive under this Agreement had they acceded to this Agreement, Nuance or the relevant Group Company shall add such difference to the Second Tranche.
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Specific Indemnifications 
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Related to Specific Indemnifications

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.

  • Defense and Indemnification 12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.