Supplemental Indemnification Sample Clauses

Supplemental Indemnification. Indemnification pursuant to this ---------------------------- Article is intended to be supplemental to any other rights to indemnification available to the Indemnified Persons. Nothing herein shall be deemed to diminish or otherwise restrict the Indemnified Persons' rights to indemnification under applicable laws.
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Supplemental Indemnification. Each Joinder Company Holder hereby agrees that, until such time as Company Holders entitled, subject to requirements of Section 1.6 and 1.11 of this Agreement, to at least 92.5% of the Initial Merger Consideration have executed and delivered the Joinder Agreement, in addition such Joinder Company Holder’s indemnification obligations pursuant to Sections 8.1 through 8.5 of this Agreement, such Joinder Company Holder shall also assume, be liable for and pay to an Indemnified Party its Adjusted Pro Rata Portion of any Losses for which an Indemnified Party is entitled to indemnification pursuant to Sections 8.1 through 8.5 of this Agreement but is unable able to recover as a result of the failure of Company Holders entitled, subject to requirements of Section 1.6 and 1.11 of this Agreement, to 92.5% of the Initial Merger Consideration to execute and deliver the Joinder Agreement; provided that, no Joinder Company Holder shall be liable for an amount in excess of the aggregate proceeds received by such Joinder Company Holder under the Merger Agreement except in the event of Fraud committed by such Joinder Company Holder.
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Supplemental Indemnification. (a) Unigene agrees to indemnify and hold USL harmless against any and all Losses due to Third Party actions, claims, damages, injuries, losses, costs and expenses (including reasonable attorney’s fees and disbursements) arising from or claimed to arise from the ***, or from manufacture of Product or Vials by Unigene to the extent that such Product (including without limitation the API, included in such Product) or Vials did not meet Specifications. Notwithstanding the foregoing provisions of this Section 12.2(a), in no event will an Indemnitee be entitled to indemnification under this Section 12.2(a) with respect to any and all Losses to the extent that they arise from an Indemnitee’s (including any Affiliates of an Indemnitee) negligence or willful misconduct. The indemnification provisions of this Section 12.2(a) shall not apply to any matters covered by the indemnification and reimbursement provisions set forth in Sections 9.1, 9.2 or 10.3 hereof, except to the extent that a Loss is due to a breach by Unigene of any representations and warranties set forth in Section 13.1(c)(v) or (vii) in which event USL shall be entitled to indemnification to the full extent provided in this Section 12.1(a). In the event USL commences production of some or all of its requirements for Vials, pursuant to Section 7.3 or Section 2.5, references in this 12.2(a) to Product or Vials supplied by Unigene hereunder shall, as applicable, be deemed changed to reference instead API supplied by Unigene hereunder.
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Supplemental Indemnification. 46 7.4 Survival of Representations, Warranties and Covenants; Reliance ..................................... 46 7.5 Certain Limitations on Indemnification Obligations ........................................................... 47 7.6
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Supplemental Indemnification. The Seller and each of the Majority Owners, jointly and severally, agree to indemnify and hold harmless the Buyer Parties against, from and in respect of any and all Losses that are incurred by any of the Buyer Parties based upon, arising out of or otherwise in respect of the following, whether or not a breach of a representation, warranty, covenant or agreement in this Agreement or any other Transaction Document to which it is a party: (a) any Taxes: (i) imposed on the Company or the Buyer as the owner of the Company (including any Taxes on built-in gains imposed under Section 1374 of the Code or under comparable provisions of state or local law, underpayment penalties, interest and any Taxes imposed by any Taxing Authority on the Company or employees of the Company) pursuant to federal, state, local or foreign Law, and (ii) attributable to any periods or portions thereof ending on or before the Closing Date in excess of Taxes which are included as liabilities for the purposes of computing Actual Net Working Capital; (b) (i) the Buyer’s inability to treat the purchase of the Company as an asset acquisition for federal income tax purposes and to allocate the Purchase Price to the Company’s assets, including accounts receivable, fixed assets and goodwill, (ii) the loss of the Tax benefits of the step-up in basis in the assets referred to in item (i) above in accordance with Applicable Law, and (iii) any failure to maintain the Company’s status as a disregarded entity within the meaning of Section 7701 of the Code and the Regulations promulgated thereunder for Tax purposes for all times since the date of the LLC Conversion through and including the Closing Date; (c) any rate or other adjustments including any cost disallowances, which result in a Loss to the Company (to the extent such Loss exceeds any reserves on the balance sheet included in the Flow of Funds Memorandum) with respect to any government contracts audits of the Government Contracts related to: (i) any period ending on or before the Closing Date and (ii) any periods beginning before but ending after the Closing Date to the extent any adjustments relate to the portion of such period on or prior to the Closing Date; and (d) the matters set forth in Exhibit F hereto, in each case which result in a Loss to the Company (to the extent such Loss exceeds of any reserves on the balance sheet included in the Flow of Funds Memorandum). 7.4
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Supplemental Indemnification. The Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer Parties against, from and in respect of any and all Losses that are incurred by any of the Buyer Parties based upon, arising out of or otherwise in respect of the following, whether or not a breach of a representation, warranty, covenant or agreement in this Agreement:
Sample 1
Supplemental Indemnification. The Escrow Participants, jointly and severally, agree to indemnify and hold harmless the Indemnified Parties from and in respect of any and all Losses that are incurred by any of the Indemnified Parties based upon, arising out of or otherwise in respect of any of the matters set forth on Schedule 10.2 (such matters may be referred to as the “Supplemental Indemnification Matters”), whether or not such Supplemental Indemnification Matters constitutes a breach of a representation, warranty, covenant or agreement in this Agreement or any other Transaction Document. Notwithstanding anything to the contrary in this Agreement, any indemnification payments based upon any of the Supplemental Indemnification Matters will not be subject to the Basket or the Indemnifiable Loss Limit set forth in Section 10.1. Any Losses incurred by the Indemnified Parties pursuant to this Section shall be paid first from the Indemnification Escrow Shares and second, to the extent required, from the Supplemental Indemnification Escrow Shares.
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Supplemental Indemnification. In addition to the indemnification obligations under the Agreement, the following supplemental indemnification shall apply as between Jitterbit and Client.
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Supplemental Indemnification 
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Related to Supplemental Indemnification

  • Environmental Indemnification Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property; (b) any past, present or threatened Release of Hazardous Substances in, on, above, under or from the Property; (c) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Property of any Hazardous Substances at any tine located in, under, on or above the Property; (d) any activity by Borrower, any Person affiliated with Borrower or any tenant or other user of the Property in connection with any actual or proposed Remediation of any Hazardous Substances at any time located in, under, on or above the Property, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (e) any past or present non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Property or operations thereon, including but not limited to any failure by Borrower, any Affiliate of Borrower or any tenant or other user of the Property to comply with any order of any Governmental Authority in connection with any Environmental Laws; (f) the imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in Article 8 and this SECTION 9.4; (h) any past, present or threatened injury to, destruction of or loss of natural resources in any way connected with the Property, including but not limited to costs to investigate and assess such injury, destruction or loss; (i) any acts of Borrower or other users of the Property in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Substances owned or possessed by such Borrower or other users, at any facility or incineration vessel owned or operated by another Person and containing such or any similar Hazardous Substance; (j) any acts of Borrower or other users of the Property, in accepting any Hazardous Substances for transport to disposal or treatment facilities, incineration vessels or sites selected by Borrower or such other users, from which there is a Release, or a threatened Release of any Hazardous Substance which causes the incurrence of costs for Remediation; (k) any personal injury, wrongful death, or property damage arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Property; and (1) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to Article 8. Notwithstanding the foregoing, Borrower shall not be liable under this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified Parties may become subject to the extent such Losses or costs of Remediation arise by reason of the gross negligence, illegal acts, fraud of willful misconduct of the Indemnified Parties. This indemnity shall survive any termination, satisfaction or foreclosure of this Security Instrument, subject to the provisions of SECTION 10.5.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Mutual Indemnification Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

  • Environmental Indemnities EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT OR IN THE CONVEYANCES, THIS SALE IS MADE ON AN “AS IS, WHERE IS” BASIS AND BUYER RELEASES SELLER FROM ANY LIABILITY WITH RESPECT TO THE ENVIRONMENTAL CONDITION OF THE ASSETS, WHETHER OR NOT CAUSED BY OR ATTRIBUTABLE TO SELLER’S NEGLIGENCE. FROM AND AFTER CLOSING, SUBJECT TO THE OTHER TERMS AND PROVISIONS SET FORTH IN THIS AGREEMENT, BUYER SHALL BE LIABLE TO SELLER FOR AND SHALL, IN ADDITION, INDEMNIFY, DEFEND, RELEASE AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, IN FAVOR OF ANY THIRD PARTY OR ENTITY FOR INJURY, ILLNESS OR DEATH OF ANY PERSON(S) OR FOR DAMAGE, LOSS, POLLUTION OR CONTAMINATION OF ANY REAL OR PERSONAL PROPERTY, GROUNDWATER OR THE ENVIRONMENT ATTRIBUTABLE TO THE ENVIRONMENTAL CONDITION OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING UNDER ENVIRONMENTAL LAWS OR, FOR ANY OTHER CLAIMS ARISING DIRECTLY OR INDIRECTLY FROM, OR INCIDENT TO, THE USE, OCCUPATION, OWNERSHIP, OPERATION, CONDITION (WHETHER LATENT OR PATENT), MAINTENANCE OR ABANDONMENT OF ANY OF THE ASSETS AND WHETHER ARISING FROM OR CONTRIBUTED TO BY THE ACTIVE, PASSIVE, JOINT, SOLE OR CONCURRENT NEGLIGENCE, OR STRICT LIABILITY OF SELLER, OR SELLER’S CONTRACTORS OR SUBCONTRACTORS OR THE OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES OF SELLER’S CONTRACTORS OR SUBCONTRACTORS, INCLUDING ANY STRICT LIABILITY UNDER ENVIRONMENTAL LAWS, REGARDLESS OF WHETHER ANY SUCH CLAIMS RESULT FROM ANY CONDITIONS, EVENTS, ACTIONS OR INACTIONS ARISING, OCCURRING OR ACCRUING PRIOR TO, ON OR AFTER THE EFFECTIVE TIME. Buyer and Seller shall treat all information regarding any environmental conditions as confidential and shall not make any contact with any Governmental Authority or third party regarding same without written consent from the other Party unless so required by applicable law.

  • Additional Indemnification (a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.

  • General Indemnification Supplier agrees to protect, defend, indemnify and save DXC harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, resulting from any personal injury or death, or damages to property resulting directly or indirectly from the performance of Supplier hereunder.

  • General Indemnification Provisions (a) For the purposes of this Section, the term “Indemnitee” shall refer to the Person or Persons indemnified, or entitled, or claiming to be entitled, to be indemnified, pursuant to the provisions of this Article IX as the case may be; and the term “

  • Environmental Indemnity Agreement Borrower and each Guarantor will be required to execute at closing the Environmental Indemnity and to abide by their obligations thereunder.

  • Partial Indemnification If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

  • Additional Indemnification Rights Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law, notwithstanding that such indemnification may not be specifically authorized by the other provisions of this Agreement, the Bye-Laws or by statute. If there is any change, after the date of this Agreement, in any applicable law, statute or rule, whether by case law or otherwise, that expands the right of a Bermuda company to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee's rights and Company's obligations, under this Agreement. If there is any change in any applicable law, statute or rule that narrows the right of a Bermuda company to indemnify a member of its board of directors, such changes, to the extent not otherwise mandatorily required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties, rights and obligations hereunder.

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