Application of Indemnification Provisions Sample Clauses

Application of Indemnification Provisions. The parties agree that the limitations of the indemnification provisions contained in Sections 10.6, 10.7, 10.8 and 10.9 above do not apply to the parties' rights and obligations to defend and hold harmless with regard to third party
Sample 1
AutoNDA by SimpleDocs
Application of Indemnification Provisions. The parties agree that the limitations of the indemnification provisions contained in Sections 10.6, 10.7, 10.8 and 10.9 above do not apply to the parties' rights and obligations to defend and hold harmless with regard to third party claims, pursuant to Sections 10.1 and 10.2 above, and shall apply on a collective basis to all agreements for indemnification including those to be entered into in respect of each of the Related Transactions, pursuant to Section 3.1 above. For example, a claim for indemnification as a result of a balance sheet adjustment, pursuant to Section 10.9 above, shall be determined after taking into account any positive adjustments to the Acquired Business Balance Sheet or to the balance sheets of any foreign jurisdiction entities (as set forth in Section 3.1 above) and shall similarly be accompanied by the report or representation contemplated in Section 10.9 above. The parties further agree that the Purchaser's right to put any Receivables back to ESI or EHGI, as and to the extent provided in Section 11.1 below, shall be determined on a collective basis, taking into consideration all receivables of EHGI and all of the foreign entities identified in Section 3.1 above, the Purchaser's or its Affiliates' collection efforts, and the aggregate reserves of EHGI and all of the foreign entities identified in Section 3.1 above.
Sample 1
Application of Indemnification Provisions. The obligations to indemnify, defend and hold harmless set forth in Sections 11.2 to 11.4 above will not apply unless the indemnified party (i) promptly notifies the indemnifying party of any matters in respect of which the indemnity may apply and of which the indemnified party has knowledge; (ii) gives the indemnifying party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof; and (iii) cooperates with the indemnifying party, at the indemnifying party’s cost and expense, in the defense or settlement thereof. The indemnified party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis.
Sample 1
Application of Indemnification Provisions. The parties agree that the above indemnification provisions and those contained in Sections 10.6, 10.7, 10.8 and 10.9 of the Master Agreement shall apply to this Agreement in the manner and subject to the limitations contained in Section 10.10 of the Master Agreement, which Section is incorporated herein by reference.
Sample 1
Application of Indemnification Provisions. The parties agree:
Sample 1
Application of Indemnification Provisions. The parties hereby agree that the limitations of the indemnification provisions contained in Clauses 11.9, 11.10, 11.11 and 11.12 above do not apply to the parties' rights and obligations to defend and hold harmless with regard to third party claims, pursuant to Clause 11.4 above. Save for the above, the parties hereby further agree that the limitations of the indemnification provisions contained in Clauses 11.9, 11.10, 11.11, and 11.12 shall apply on a collective basis to all agreements for indemnification entered into in respect of each of the Related Transactions as defined in the Head Agreement.
Sample 1

Related to Application of Indemnification Provisions

  • 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.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Authorization of Indemnification Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

  • Termination of Indemnification (a) The obligations to indemnify and hold harmless a party hereto pursuant to (i) Sections 9.01(i) and 9.020), shall terminate when the applicable representation or warranty terminates pursuant to paragraph (b) below and (ii) the other clauses of Sections 9.01 and 9.02 shall not terminate; provided, however, that as to clause (i) of this sentence such obligations to indemnify and hold harmless shall not terminate with respect to any item as to which the person to be indemnified or the related party thereto shall have, before the expiration of the applicable period, previously made a claim by delivering a notice of such claim (stating in reasonable detail the basis of such claim) to the indemnifying party.

  • Continuation of Indemnification All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director or officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director or officer of the Company or serving in any other capacity referred to in this Paragraph 10.

  • Indemnification and Exculpation of Indemnitees (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.

  • 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:

  • 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.

  • Indemnification of Indemnitee The Company hereby agrees to defend, hold harmless, and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Characterization of Indemnification Payments Except as otherwise required by Law, all payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to this Section 6.5 hereof shall be treated as adjustments to the Purchase Price for Tax purposes.

Time is Money Join Law Insider Premium to draft better contracts faster.