Other Indemnification Obligations Sample Clauses

The "Other Indemnification Obligations" clause defines additional circumstances under which one party must compensate the other for losses, damages, or liabilities beyond those already specified elsewhere in the agreement. This clause typically covers specific risks or events not addressed by the main indemnification provisions, such as third-party claims arising from particular actions or breaches. Its core function is to allocate risk more comprehensively between the parties, ensuring that all potential sources of liability are addressed and that the responsible party bears the financial consequences.
Other Indemnification Obligations. Notwithstanding anything to the contrary, the provisions of this Article 9 are not intended, and shall not be deemed, to modify the terms and conditions regarding the indemnification obligations, if any, of any Party set forth in the Shell Agreements; provided, however, that notwithstanding anything to the contrary in this Agreement, the Codexis-Shell US Research Agreement or the Codexis-Shell US License Agreement, for purposes of Section 10.2(b)(iv) of the Codexis-Shell US Research Agreement and Section 8.1(c) and Section 8.2(e) of the Codexis-Shell US License Agreement, IE will always be deemed to be an Affiliate (as such term is defined in the Codexis-Shell US Research Agreement and the Codexis-Shell US License Agreement, as applicable) of Shell (as such term is defined in the Codexis-Shell US Research Agreement and the Codexis-Shell US License Agreement, as applicable); provided further that, notwithstanding anything to the contrary in this Agreement, the Codexis-Shell US Research Agreement or the Codexis-Shell US License Agreement, Codexis Jointly Invented Research Technology and IE Jointly Invented Research Technology shall not be deemed to be Program Patent Rights or Program Licensed Technology for purposes of Section 8.1(c) of the Codexis-Shell US License Agreement; provided further that, notwithstanding anything to the contrary in this Agreement, the Codexis-Shell US Research Agreement or the Codexis-Shell US License Agreement, Codexis Jointly Invented Research Technology and IE Jointly Invented Research Technology shall not be deemed to be intellectual property for purposes of Section 8.2(e) of the Codexis-Shell US License Agreement.
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Other Indemnification Obligations. Indemnification similar to that specified in this Section 6.4 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any Law or with any governmental authority other than as required by the Securities Act.
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Other Indemnification Obligations. In the event a Member, IRC, or any of their Affiliates, or the Company incurs any liability to a third party with respect to the Company or a Venture Sub, where neither Section 8.1 nor Section 8.2 is applicable, then the Members agree that any such liability shall be discharged as follows: (i) for any such liability arising from the Willful Misconduct or Misrepresentation of a Member, such Member shall promptly indemnify the other Member or its Affiliate or the Company, as the case may be, for such liability and all related Damages (and in the event such other Member is IREX, an Affiliate of IREX or the Company, then IRC together with Venture Corp., shall indemnify IREX, such Affiliate or the Company, as the case may be); provided, however, that no Member, including without limitation Venture Corp., shall have any obligation to indemnify any other Member if (x) the conduct of the Member requesting indemnification does not meet the standard of care set forth in Section 7.5 or as may be set forth in any other applicable section of either IRC’s Fourth Articles of Amendment and Reinstatement executed on June 27, 2005 or IRC’s Amended and Restated Bylaws effective September 29, 2004, as such instruments are effective as of the date of this Agreement and not as such instruments may be thereafter amended (collectively, the "IRC’s Charter"), or (y) any other condition in IRC’s Charter is not fulfilled, to the extent meeting such standard or fulfilling such condition would be required for IRC to be permitted by IRC’s Charter to so indemnify that Member; and (ii) for all other such liabilities, the Members agree that to the extent that the Company is unable to meet or dispose of such liabilities in its own right, the Members shall be obligated to share, on an equal basis, the amount of such liabilities and related Damages incurred by the Members. The obligations created under this Section are enforceable solely among the Company, the Members, IRC and their respective Affiliates and shall not confer any rights on third parties.
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Other Indemnification Obligations. Supplier shall defend, indemnify and hold the Company Indemnitees harmless from and against all Losses based on, arising out of or otherwise in connection with any claim (threatened or actual made by a third party not affiliated with Company, arising out of or otherwise in connection with: [Intentionally Omitted] except, in each case of (i)-(vii) above, to the extent the claimed Losses are based on, arising out of or otherwise in connection with (1) Company's breach of its obligations under this Agreement; or (2) any event with respect to which Company otherwise has the obligation to indemnify Supplier under Section 19.2 of this Agreement.
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Other Indemnification Obligations. Expect for matters addressed herein, this Settlement Agreement shall have no effect on any other indemnification obligations under the Contribution Agreement, and each Party hereby specifically reserves any claims or defenses thereto that such Party may have with respect to such other indemnification claims, including, without limitation, indemnification claims for cargo losses and taxes. 4) Representation and Warranties. LFC represents and warrants the following: a) Prior to December 31, 1998, LFC paid or agreed to pay invoices to third parties related to environmental matters listed on Schedule 4.20(a), including Attachment A, of the Contribution Agreement in an amount in excess of one million two hundred thousand dollars ($1,200,000).
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Other Indemnification Obligations. In the event a Member incurs any liability to a third party with respect to the Company or a Venture Sub, where neither Section 8.1 nor Section 8.2 is applicable, then the Members agree that any such liability shall be discharged as follows: (i) for any such liability arising from the Willful Misconduct or Misrepresentation of a Member, such Member shall promptly indemnify the other Member for such liability and all related Damages; and (ii) for all other such liabilities, the Members agree that to the extent that the Company is unable to meet or dispose of such liabilities in its own right, the Members shall be obligated to share, on an equal basis, the amount of such liabilities and related Damages incurred by the Members. The obligations created under this Section are enforceable solely among the Company and the Members and shall not confer any rights on third parties.
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Other Indemnification Obligations. Xxxxxxxx shall defend, indemnify and hold harmless each MTI Indemnitee from Losses resulting from any Third Party claim, asserted or unasserted, arising out of: (i) the design and manufacture by Xxxxxxxx of FRs [*] developed pursuant to this Agreement, including product liability claims relating thereto; (ii) the labeling, marketing, promotion, distribution and sale of FRs [*] by Xxxxxxxx pursuant to this Agreement; (iii) the negligence, recklessness or willful misconduct of Xxxxxxxx, its Affiliates, Sublicensees or Outside Contractors, and its or their respective directors, officers, agents, employees or consultants; (iv) any contract dispute between Xxxxxxxx and an Outside Contractor that relates directly or indirectly to this Agreement; and (v) any material breach by Xxxxxxxx of any material representation, warranty, covenant or other provision of this Agreement. Notwithstanding the foregoing, Xxxxxxxx shall have no obligation to defend, indemnify or hold harmless the MTI Indemnitees in the event a Third Party claim arises with respect to: (i) any Product or product incorporating any portion of the FR[*] Technology developed exclusively by MTI or its Affiliates, Sublicensees or Outside Contractors or (ii) any combination by MTI or its Affiliates, Sublicensees or Outside Contractors of an FR, DMFC [*] or any product incorporating the FR[*] Technology with any other product, service or technology in a manner not authorized by this Agreement or expressly consented to in writing by Xxxxxxxx. __________________________ Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission (the "Commission"). The omitted portions, marked by "[*]", have been filed separately with the Commission. Strategic Alliance Agreement - Execution Version -29-
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Other Indemnification Obligations 
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Related to Other Indemnification Obligations

  • Indemnification Obligations a. Each Seller and the Guarantor, jointly and severally, agrees to hold the Buyer and each of its respective Affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) harmless from and indemnify each Indemnified Party (and will reimburse each Indemnified Party as the same is incurred) against all third-party liabilities, losses, damages, judgments, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of any kind which may be imposed on, incurred by, or asserted against any Indemnified Party relating to or arising out of this Agreement, any Transaction Request, Purchase Confirmation, any Program Agreement or any transaction contemplated hereby or thereby resulting from anything other than the Indemnified Party’s gross negligence or willful misconduct. The Sellers and the Guarantor also agree to reimburse each Indemnified Party for all reasonable expenses in connection with the enforcement of this Agreement and the exercise of any right or remedy provided for herein, any Transaction Request, Purchase Confirmation and any Program Agreement, including, without limitation, the reasonable fees and disbursements of counsel. The Sellers’ and the Guarantor’s agreement in this Section 31 shall survive the payment in full of the Repurchase Price and the expiration or termination of this Agreement. The Sellers and the Guarantor hereby acknowledge that their obligations hereunder are recourse obligations of the Sellers and the Guarantor and are not limited to recoveries each Indemnified Party may have with respect to the Purchased Mortgage Loans. The Sellers and the Guarantor also agree not to assert any claim against the Buyer or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the facility established hereunder, the actual or proposed use of the proceeds of the Transactions, this Agreement or any of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES. b. Without limitation to the provisions of Section 4, if any payment of the Repurchase Price of any Transaction is made by the Sellers other than on the then scheduled Repurchase Date thereto as a result of an acceleration of the Repurchase Date pursuant to Section 17 or for any other reason, the Sellers shall, upon demand by the Buyer, pay to the Buyer an amount sufficient to compensate the Buyer for any losses, costs or expenses that it may reasonably incur as of a result of such payment. c. Without limiting the provisions of Section 31(a) hereof, if the Sellers fail to pay when due any costs, expenses or other amounts payable by them under this Agreement, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of the Sellers by the Buyer, in its sole discretion.

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • Seller’s Indemnification Obligations Subject to Section 10.1(b), Seller shall indemnify, defend and hold harmless Purchaser and its Affiliates and their respective officers, directors, agents, and employees (collectively, the "Purchaser Indemnitees") from and against any and all Liabilities, paid or payable by any Purchaser Indemnitee (collectively, "Purchaser Losses") to the extent that such Purchaser Losses are based on, result from, or arise in connection with (a "Purchaser Claim"): (i) any Excluded Liability (collectively, "Excluded Liability Claims"); (ii) any Liability arising from any breach of the representations and warranties set forth in Sections 4.1, 4.2, 4.4(a) or 4.5(a) or 4.5(b) (collectively, "Fundamental Representation Claims"); (iii) any Liability of Seller or its Affiliates for Taxes, including Taxes arising from their respective activities, assets and events, circumstances and transactions on or prior to the Closing Date and any breach of the representations and warranties set forth in Section 4.8 and any covenant with respect to Taxes or tax related matters, including bulk sales laws, set forth herein or in any Other Agreement, including Section 8.9 of this Agreement (collectively, "Tax Claims"); (iv) any Liability arising from fraud, intentional misrepresentation or the cause or Knowledge of a deliberate or willful breach of any representations, warranties or covenants of Seller under this Agreement or in any agreement, document, certificate, schedule or exhibit delivered pursuant hereto (collectively, "Fraud Claims"); and (v) other than Excluded Liability Claims, Fundamental Representation Claims, Tax Claims and Fraud Claims, any Liability arising from any other breach of any representation, warranty or covenant of Seller under this Agreement or any act or omission by Seller or its Affiliates, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of a Seller Indemnitee (collectively, "General Claims"); provided, however, that Seller shall not be obligated to indemnify, defend or hold harmless any Purchaser Indemnitee under this Section 10.1(a) from any Purchaser Claim or for any Purchaser Losses incurred by a Purchaser Indemnitee to the extent arising out of or attributable to: (A) any act or omission by a Purchaser Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the part of such Purchaser Indemnitee, or (B) the breach of any representation or warranty made by Purchaser or a Purchaser Indemnitee in this Agreement (or an Other Agreement), or (C) any failure of Purchaser or a Purchaser Indemnitee duly to perform or observe any provision, obligation, covenant or agreement to be performed or observed by Purchaser or a Purchaser Indemnitee pursuant to this Agreement (or an Other Agreement), or (D) the Assumed Liabilities.

  • Other Indemnification Indemnification similar to that specified in this Section (with appropriate modifications) shall be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

  • Other Indemnification Matters (a) The amount of any Damages payable by Seller Parties under this Article VIII or Article VII will be net of any amounts actually recovered by the Buyer Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor (net of the present value of any increase to insurance premiums, any reasonable attorneys’ fees, and other out of pocket costs or expenses incurred by such Buyer Indemnified Party in collecting such amount); provided that in no event shall any Buyer Indemnified Party be required to institute litigation or any similar proceeding in connection therewith. If the Buyer Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Damages, subsequent to an indemnification payment by Seller Parties or Seller Representative, then Buyer shall promptly reimburse Seller Representative for any payment made or expense incurred by Seller Parties or Seller Representative in connection with providing such indemnification payment up to the amount received by the Buyer Indemnified Party, net of the present value of any increase to insurance premiums, any reasonable attorneys’ fees, and other out of pocket costs or expenses incurred by such Buyer Indemnified Party in collecting such amount. (b) Any Damages for which any Person is entitled to indemnification under this Article VIII or Article VII shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damages constituting a breach of more than one representation, warranty or covenant. No Person shall be entitled to indemnification under this Agreement for any Damages arising from a breach of any representation, warranty or covenant set forth herein (and the amount of any Damages incurred in respect of such breach shall not be included in the calculation of any limitations on indemnification set forth herein) if such Damages were already taken into account in calculating the final Closing Cash Payment as provided in Section 1.4. (c) If a Seller Party fails to pay any amounts that they are obligated to pay to Buyer under this Agreement, including any amounts that they are obligated to pay pursuant to the indemnification obligations set forth in this Article VIII, then Buyer may, in addition to any other rights and remedies that may be available to it, set off all or any portion of such amounts against any amounts due and owing from Buyer or its Affiliates (including the Company) to the Seller Parties (including under the Collateral Agreements or with respect to any Earn-Out Payment, Bonus, or Closing Shares). Any amounts so set off shall be deemed to have been paid to Seller Parties as of the date on which written demand for payment of the amount in question was provided to Seller Representative. The exercise of such right of set off in good faith, whether or not ultimately determined to be justified, will not constitute a breach or default under this Agreement or any other Collateral Agreements. (d) The waiver of any closing condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations, warranties, covenants and obligations.