Undertaking to Indemnify Sample Clauses

Undertaking to Indemnify. In consideration of the owners making the facility noted below available to persons and bodies [who are not members of the Guide Association]* on the terms set out below, the owners require the following undertaking to be completed.
Undertaking to Indemnify. The Company shall indemnify Indemnitee, subject to applicable law and subject to the limitations and terms set forth herein, if Indemnitee becomes a party to: (i) any action or suit (whether civil, criminal, administrative) or proceeding (other than events detailed in clause (ii) hereof) or alternative dispute resolution mechanism (each hereinafter a “Suit”); or (ii) any hearing, inquiry or investigation (whether criminal or administrative) held by a competent governmental authority (each an “Inquiry Procedure”) which Indemnitee, in good faith, believes might lead to the institution of a Suit (a Suit or an Inquiry Procedure hereinafter a “Claim”), by reason of any Indemnifiable Event (as defined below) against any and all:
Undertaking to Indemnify. The Buyer undertakes to indemnify and hold harmless all directors and/or statutory auditors of MV Agusta and any Group Companies designated by the HD Parties of and from any claim, action or demand which may be asserted against them by the relevant company, the Buyer, Mr. Castiglioni, Mr. Castiglioni’s son, their spouses and any other relative (by blood or marriage) within the 6th (sixth) degree, or any Affiliate of the above Persons and to hold them harmless of and from any liability, cost or damage arising therefrom. For this purpose, on Closing, the Buyer will sign and deliver the keep harmless letters referred to in Section 4.2(d)(v) pursuant to the provisions of that Section.
Undertaking to Indemnify. The Sellers shall jointly and severally indemnify Buyer, (hereinafter referred to as the "INDEMNIFIED PARTY"), and to hold harmless the Indemnified Party from, any and all liabilities, obligations, losses (including losses resulting from third party claims), damages, penalties, claims, actions, suits, judgments, settlements, and, upon evidence, expenses (including reasonable attorney's fees) and disbursements (hereinafter collectively referred to as the "DAMAGES"), asserted against, suffered or incurred by the Buyer and/or the Companies arising, directly or indirectly, from or in connection with:
Undertaking to Indemnify. (a) Subject in all respects to the limitations on liability as set out in Clause 9 each of: (i) CFI agrees and undertakes with Purchaser, in the case of any breach by CFI of a Warranty, to pay in cash to Purchaser; and (ii) ATT agrees and undertakes with Purchaser, in the case of any breach by ATT of a Warranty, to pay in cash to Purchaser,
Undertaking to Indemnify. From and after the Merger Date and subject to the terms and conditions hereinafter set forth, the Surviving Corporation shall indemnify and hold harmless for a period of six years from the Merger Date, to the fullest extent consistent with and permitted by applicable law, each present and former director and officer of DI (collectively, the “Indemnified Parties”) from and against any threatened, pending or completed action or proceeding brought against any such Indemnified Party in such party’s capacity as a director or officer of DI (individually, a “Claim”) as provided in the articles of incorporation and bylaws of DI as of the date hereof. In the event any claim is asserted or made and written notice thereof is received by the Surviving Corporation within such six-year period, all rights of the Indemnified Parties hereunder in respect of such Claim shall continue until final disposition thereof. The Surviving Corporation, to the fullest extent consistent with and permitted by applicable law, shall periodically advance as incurred reasonable expenses directly related to the defense of a Claim; provided, that the Indemnified Party to whom such expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification hereunder.
Undertaking to Indemnify. (a) Subject in all respects to the limitations on liability as set out in Clause 9 each of:
Undertaking to Indemnify. The Vendor shall indemnify the Purchaser against the following (“Indemnified Sums”) suffered or incurred by the Purchaser and/or the Companies and their directors and officers and arising out of or in connection with:

Related to Undertaking to Indemnify

Obligation to Indemnify Subject to the provisions of this Section IV.G, Company will indemnify and hold Investor, its Affiliates, managers and advisors, and each of their officers, directors, shareholders, partners, employees, representatives, agents and attorneys, and any person who controls Investor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (collectively, “Investor Parties” and each a “Investor Party”), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by Company in this Agreement or in the other Transaction Documents, (b) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, Prospectus Supplement, or any information incorporated by reference therein, or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) any action by a creditor or stockholder of Company who is not an Affiliate of an Investor Party, challenging the transactions contemplated by the Transaction Documents; provided, however, that Company will not be obligated to indemnify any Investor Party for any Losses finally adjudicated to be caused solely by (i) a false statement of material fact contained within written information provided by such Investor Party expressly for the purpose of including it in the applicable Registration Statement, Prospectus, Prospectus Supplement, or (ii) such Investor Party’s unexcused material breach of an express provision of this Agreement or another Transaction Document.
Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:
Right to Indemnification Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article VI with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article VI or otherwise (hereinafter an "undertaking").
Procedures Relating to Indemnification (a) If a claim or demand is made against an Indemnitee, or an Indemnitee shall otherwise learn of an assertion, by any Person who is not a party to this Agreement (or an Affiliate thereof) as to which an Indemnifying Party may be obligated to provide indemnification pursuant to this Agreement (a "Third Party Claim"), such Indemnitee will notify the Indemnifying Party in writing, and in reasonable detail, of the Third Party Claim reasonably promptly after becoming aware of such Third Party Claim; provided, however, that failure to give such notification will not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnitee will deliver to the Indemnifying Party, promptly after the Indemnitee's receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnitee relating to the Third Party Claim.
Defense to Indemnification and Burden of Proof It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.
Indemnitee’s Entitlement to Indemnification In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.
Procedures Relating to Indemnification of Tax Claims (a) If one party is responsible for the payment of Taxes pursuant to Sections 8.01-8.03 (the "Tax Indemnifying Party"), and the other party (the "Tax Indemnified Party") receives a Tax Claim with respect to such Taxes, the Tax Indemnified Party shall promptly deliver a copy of such notice to the Tax Indemnifying Party. If a copy of a Tax Claim is not given to the Tax Indemnifying Party within a sufficient period of time to allow such party effectively to contest such Tax Claim, the Tax Indemnifying Party shall not be liable to the Tax Indemnified Party (or any of its Affiliates or any of their respective officers, directors, employees, stockholders, agents or representatives) to the extent that the Tax Indemnifying Party's position is actually prejudiced as a result thereof.
Conditions Precedent to Indemnification It shall be a condition precedent to the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder:
Conditions to Indemnification The obligations of the indemnifying Party under Sections 11.01 and 11.02 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter that could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may retain control of the defense or settlement thereof by providing written notice of such effect to the indemnifying Party, but in no event shall such action or notice be construed as a waiver of any indemnification rights that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The foregoing notwithstanding, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.
Indemnification Procedure; Determination of Right to Indemnification (a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.