Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the Fund Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Fund Director against the Company.
Indemnification Matters. The Company hereby acknowledges that one (1) or more of the directors nominated to serve on the Board of Directors by the Investors (each a “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Investors and certain of their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort
Indemnification Matters. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, in the case of any conflict between this Agreement or any Ancillary Agreement (other than the Indemnification and Release Agreement) and the Indemnification and Release Agreement in relation to any matters addressed by the Indemnification and Release Agreement, the Indemnification and Release Agreement shall prevail; provided, however, that in relation to any matters concerning Taxes, the Tax Sharing Agreement shall prevail over the Indemnification and Release Agreement, and in relation to any matters governed by the Employee Matters Agreement, the Employee Matters Agreement shall prevail over the Indemnification and Release Agreement.
Indemnification Matters. (a) Grant hereby agrees to indemnify, defend and hold Weatherford and its Affiliates and each of their respective officers, directors, employees, agents and assigns (collectively, the "Weatherford Indemnified Parties") harmless from and against any and all Liabilities or Environmental Liabilities (including, without limitation, reasonable fees and expenses of attorneys, accountants, consultants and experts) that the Weatherford Indemnified Parties incur, suffer or realize, are subject to a claim for or are subject to, that are based upon, arising out of, relating to or otherwise in respect of:
Indemnification Matters. This Section 6 applies to (i) this Agreement and any instruments delivered pursuant hereto other than (A) the Ancillary Agreements and (B) any supplements to the Intercompany Agreements and (ii) the Contribution Agreements and any instruments delivered thereunder (collectively such documents referred to in clause (i) and (ii) being referred to herein as the "Covered Agreements"). ------------------
Indemnification Matters. (a) KSL hereby agrees to indemnify, defend and hold KSI its respective Affiliates and each of their respective officers, directors, employees, agents and assigns (collectively, the "KSL Indemnified Parties") harmless from and against any and all Liabilities or Environmental Liabilities (including, without limitation, reasonable fees and expenses of attorneys, accountants, consultants and experts) that the KSL Indemnified Parties incur, suffer or realize, are subject to a claim for or are subject to, that are based upon, arising out of, relating to or otherwise in respect of:
Indemnification Matters. Unless otherwise specified in this Agreement, all indemnification and other Tax payments to be made pursuant to this Article VIII shall be made within thirty (30) days of (a) written notice of a payment by or the incurrence of such an amount based on a Determination by a Taxing Authority or the filing of a Tax Return, which notice shall be accompanied by a computation of the Tax due, or (b) written notice of an other indemnifiable Tax payment due, which notice shall be accompanied by a computation of the Tax due. Chronimed and MGI agree to report for Tax purposes any Tax indemnity payment made pursuant to this Article VIII as a distribution or capital contribution, as appropriate, occurring immediately before the Effective Date. If, notwithstanding the manner in which Tax indemnity payments are reported, there is an adjustment to the Tax liability of the recipient of a Tax indemnity payment, the payment shall be appropriately adjusted to place the parties in the same after-Tax position they would have enjoyed absent such adjustment to Tax liability. If an indemnified party realizes a benefit in any period as a result of making the payment with respect to which an indemnification or other Tax payment is required to be made, the indemnified party shall pay to the indemnifying party the amount of such Tax benefit. If any indemnification payment required to be made pursuant to this Agreement is not made when due, such payment shall bear interest at the prevailing interest rate for underpayments as determined under Section 6621 of the Code; provided, however, that this sentence shall not permit a doubling up of interest for a time period if the amount to paid as an indemnity payment includes interest for such time period.
Indemnification Matters. The Company hereby acknowledges that the Allele (subject to certain conditions and restrictions) is entitled to nominate the Allele Director to serve on the Board of Directors and that such Allele Director may have certain rights to indemnification, advancement of expenses and/or insurance provided by Allele and certain of its Affiliates (collectively, the “Allele Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to the Allele Director are primary and any obligation of the Allele Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Allele Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by such Allele Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Allele Director to the extent legally permitted and as required by the Company’s Certificate of Incorporation or Bylaws of the Company (or any agreement between the Company and such Allele Director), without regard to any rights such Allele Director may have against the Allele Indemnitors, and, (c) that it irrevocably waives, relinquishes and releases the Allele Indemnitors from any and all claims against the Allele Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Allele Indemnitors on behalf of any such Allele Director with respect to any claim for which such Axxxxx Director has sought indemnification from the Company shall affect the foregoing and the Allele Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Allele Director against the Company. The Allele Director and the Allele Indemnitors are intended third‑party beneficiaries of this Subsection 4.6 and shall have the right, power and authority to enforce the provisions of this Subsection 4.6 as though they were a party to this Agreement.
Indemnification Matters. 14 10.1 Indemnification.................................................14 10.2
Indemnification Matters. The Parties shall cause the Venture to take any necessary actions to implement the undertakings of DBR and Holdco in Section 4.7 of the Merger Agreement with respect to continued indemnification of officers and directors of Chalone and its subsidiaries.
