Indemnity Obligation Clause Samples

Indemnity Obligation. MUS agrees to indemnify and hold harmless Codexis, and its Affiliates and their respective officers, directors, employees and agents (each a “Codexis Indemnitee”) from and against all actions, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ and expert fees and costs of litigation) and/or judgments finally awarded and/or entered by a court of competent jurisdiction and/or any amounts paid in settlement that any Codexis Indemnitee may suffer as a result of any Third Party claims, demands, actions or other proceedings arising out of or in connection with: (i) any practice by Codexis or its licensees of the licenses and rights granted herein to Codexis with regard to the Enabling Technology, to the extent set forth in Section 10.7.2; and/or (ii) any breach of MUS’ representations and warranties in Section 7.1, and/or (iii) any practice by MUS of the licenses and rights granted MUS to the Codexis Improvements and Assigned Patents, except, in each case, to the extent due to the negligence or willful misconduct of Codexis.

Indemnity Obligation. The Borrower agrees to indemnify and hold harmless each Lender, the Security Trustee, the Administrative Agent, General Electric Capital Corporation under the Restructure Letter and their respective successors, assigns, directors, officers, employees and agents (hereinafter in this Section 5.5 referred to individually as an "Indemnitee," and collectively as "Indemnitees") on an after-tax basis against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments and any and all costs and expenses (including reasonable attorneys' fees, disbursements and other charges) (for the purposes of this Section 5.5 the foregoing are collectively called "Losses") of whatsoever kind and nature imposed on, asserted against or incurred or suffered by any of the Indemnitees in any way relating to, or arising out of, or by reason of any investigation, litigation, or other proceedings (including any threatened investigation, litigation or other proceedings) relating to the Mortgage or the exercise or enforcement by the Security Trustee of any of the terms, rights, or remedies thereunder, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable), the violation of the Laws of any country, state or other governmental authority with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below), (ii) Taxes, reserve requirements or similar regulatory requirements imposed by banking authorities except as otherwise provided in Sections 5.1, 5.2, 5.3 and 5.4 hereof, (iii) breaches by such Indemnitee of any Transaction Document to which it is a party or (iv) to the extent attributable to the failure of any Transaction Agent to distribute funds received and distributable by it in accordance any such Transaction Documents). For purposes of subclause (i) above, an Indemn...

Indemnity Obligation. The Obligor agrees to indemnify and hold harmless on a net after-tax basis each of (i) GECC (in its capacity as Collateral Agent and otherwise), (ii) each Beneficiary and (iii) each of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (hereinafter in this Article IV referred to individually as an “Indemnitee,” and collectively as “Indemnitees”) against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments and any and all costs and expenses (including reasonable attorneys’ fees, disbursements and other charges) (for the purposes of this Article IV the foregoing are collectively called “Losses”) of whatsoever kind and nature imposed on or incurred or suffered by any of the Indemnitees in any way relating to, or arising out of, or by reason of any investigation, litigation, or other proceedings (including any threatened investigation, assertion of a claim or demand for Losses, litigation or other proceedings) relating to the Subordinated Mortgages or the exercise or enforcement by the Collateral Agent of any of the terms, rights, or remedies hereunder, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable), the violation of an Applicable Law with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent consisting of Taxes or to the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or (ii) breaches by such Indemnitee of any IAI Transaction Document to which it is a party).

Indemnity Obligation. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 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. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, except for indemnification of the Indemnitee for his willful misconduct or his knowing violation of the criminal law, or as otherwise restricted by Section 6 of this Agreement.

Indemnity Obligation. (a) The FlatWorld Participants, severally and not jointly, pro rata in accordance with the Sharing Percentages, hereby agree to indemnify, defend and hold harmless Chardan against and to pay to, or on behalf of, Chardan (an “Indemnity Payment”): any Indemnity Amount incurred by Chardan as a result of a Final Determination that (i) the exercise of a DAL Warrant or receipt of Employee Incentive Units by Chardan results in additional taxable income being recognized by Chardan (A) in the year of exercise of a DAL Warrant or receipt of Employee Incentive Units, or (B) in subsequent years, due to a “corrective allocation” of income or gain from the Company to Chardan, within the meaning of Proposed Treasury Regulation §1.704-1(b)(2)(iv)(4)(x), or otherwise; provided that with respect to clause (A) or (B) under no circumstances shall such income or gain include any allocation made pursuant to Section 704(c) of the Code, the principles of Section 704(c) of the Code, or Treasury Regulations promulgated thereunder, including, but not limited to, Treasury Regulation §1.704-3(a)(6); (ii) the elimination of any Series B Preferred Unit Capital Account or the redemption of any Series B Preferred Unit pursuant to Section 4.1(c)(5) of the LLC Agreement results in a taxable capital shift to Chardan or an additional allocation of income or gain to Chardan; and (iii) the assumption or payment by the Company of identified expenses of Chardan results in taxable income being recognized by Chardan (collectively, an “Indemnified Loss Event”). (b) To the extent that Chardan is entitled to recover an Indemnity Payment for the same Indemnified Loss Event from the ▇▇▇▇▇ Participants pursuant to the ▇▇▇▇▇ Participants Tax Indemnification Agreement, then the recovery from the ▇▇▇▇▇ Participants and the FlatWorld Participants shall be on a pro rata basis, in accordance with their relative Cap Amounts (as set forth in the ▇▇▇▇▇ Tax Indemnification Agreement and this Agreement, as the case may be). (c) If it is determined that the initial determination of an Indemnity Payment was incorrect (including by reason of a subsequent examination by a taxing authority or the filing of an amended tax return) (the “Amended Indemnity Payment”), and the Amended Indemnity Payment is greater than the initial Indemnity Payment, subject to the limitations herein, the FlatWorld Participants, severally and not jointly, pro rata in accordance with the Sharing Percentages, shall make an additional payment to C...

Indemnity Obligation. (a) The Company hereby agrees to indemnify each Indemnitee against and to pay to, or on behalf of, each Indemnitee an amount equal to such Indemnitee's Increased Taxes. (b) If the Company determines, in its sole discretion, that the initial determination of Increased Taxes was incorrect (whether by reason of a subsequent examination by a taxing authority or otherwise), the Company shall make an additional payment to the Indemnitee or the Indemnitee shall make a payment to the Company equal to the difference between (i) the payment previously made pursuant to Section 2(a) hereof and (ii) the payment that would have been made had such original determination been correct. If more than one payment is to be made pursuant to this Section 2(b), the later payments shall take into account the effect of any prior payments. (c) Notwithstanding anything to the contrary contained herein, the Company shall be permitted, but not required, to advance the full amount of Taxes immediately payable by an Indemnitee in circumstances in which the Increased Taxes are less than the initial Tax payment (E.G., because the Tax payment gives rise to a tax benefit in the same or subsequent years). The Company shall be permitted, if it so elects, to charge interest on any advance made pursuant to this Section 2(c) at the applicable U.S. federal rate for the date such advance is made as described in Section 7872(f)(2)(B) of the Internal Revenue Code.

Indemnity Obligation. Codexis agrees to indemnify and hold harmless MUS, and its Affiliates (and with respect to Enabling Technology licensed to MUS by a Third Party, such Third Party) and their respective officers, directors, employees and agents (each a “MUS Indemnitee”) from and against all actions, claims, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ and expert fees and costs of litigation) and/or judgments finally awarded and/or entered by a court of competent jurisdiction and/or any amounts paid in settlement that any MUS Indemnitee may suffer as a result of any Third Party claims, demands, actions or other proceedings arising out of or in connection with: (i) any practice by Codexis or its Sublicensees of the licenses and rights granted herein to Codexis to the Enabling Technology, Product Technology, Know-How and/or Materials, except as expressly set forth in Section 10.7.2; and/or (ii) any breach of Codexis’ representations and warranties in Section 7.2; and/or (iii) any acts (whether of omission or commission) by Codexis and/or its Sublicensees, relating to the development, manufacture, importation, use, offer for sale, sale and/or other commercial exploitation of any products or services (including, without limitation, Products or Services), including, without limitation, product liability and environmental claims, except, in each case, to the extent due to the negligence or willful misconduct of MUS.

Indemnity Obligation. Seller will be fully responsible for, defend, indemnify and hold Buyer harmless from any claim or liability arising in connection with (1) providing such Hazardous Materials to Buyer, or (2) the use of such Hazardous Materials by Seller, its agents or subcontractors in providing Services to Buyer.

Indemnity Obligation. The Company shall indemnify, defend and hold harmless Fraunhofer, its Affiliates, and their respective officers, directors, employees, consultants, authorized representatives and agents from any and all third party claims, losses, liabilities, damages, expenses and/or costs (including reasonable professional fees) as a result of or relating in any manner whatsoever to: (i) any breach of any warranty, representation or covenant by the Company in this Agreement; (ii) any claim arising out of the utilization, installation, maintenance or operation of the Technology or Improvements at any location(s); and (iii) any claim that all or any part of the Technology or Improvements, as a result of the use of the Technology or Improvements by the Company which is not in accordance with the provisions of this Agreement, infringes or violates the Intellectual Property Rights of any other Person.