Special Indemnification Sample Clauses
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Special Indemnification. Notwithstanding any provision in this ----------------------- Agreement to the contrary, (a) each Lender, or Transferee of any Lender pursuant to subsection 9.6(g) of this Agreement, shall indemnify each Borrower and the Administrative Agent, and hold each of them harmless against any and all payments, expenses or taxes which such Borrower or the Administrative Agent may become subject to or obligated to pay if and to the extent that, (i) on the Closing Date or the effective date of transfer, as the case may be, such Lender, or such Transferee of a Lender pursuant to subsection 9.6(g) of this Agreement, (A) makes the representation and covenants set forth in subsection 3.11(d)(2) of this Agreement, or, in the case of a Transferee, pursuant to subsection 9.6(g)(2) of this Agreement and the Assignment and Acceptance, and (B) is not in fact also qualified to make the representation and covenants set forth in subsection 3.11(d)(1) of this Agreement or, in the case of a Transferee, pursuant to subsection 9.6(g)(2) of this Agreement and the Assignment and Acceptance, and (ii) as a result of any Change in Law or compliance by such Lender, or Transferee, with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority the Company or the Administrative Agent is required to make any additional payments on account of U.S. withholding taxes and amounts related thereto with respect to any payments under this Agreement, any Note, or a Eurodollar Loan, made prior to such Change in Law or request or directive, none of which payments would have been required if such Lender, or Transferee, was qualified on the Closing Date or the date of the transfer, as the case may be, to make the representation and covenants set forth in subsection 3.11(d)(1) of this Agreement or pursuant to subsection 9.6(g)(1) of this Agreement and the Assignment and Acceptance, as the case may be, and (b) each Lender, or Transferee, agrees that to the extent any amount payable by such Lender or Transferee pursuant to this subsection 9.13 remains unpaid on any Interest Payment Date or the date on which any prepayment is made, each Borrower shall have the right to set-off against any payment due to such Lender or Transferee on such date any amounts owing to such Borrower pursuant to this subsection 9.13.
Special Indemnification. Notwithstanding anything else agreed to the contrary, after each of the Closing Dates, if a matter existing before each of the Closing Dates causes Losses to the Group Companies or any Indemnitee (whether such Losses occur before or after the Closing Dates), regardless of whether such matter is disclosed in any form or not, the Transferor shall, upon request of the Transferee, indemnify and hold harmless the relevant Indemnitee from and against such Losses. The foregoing includes, without limitation, the following:
(1) The Group Companies fail to obtain the Governmental Approvals necessary for their business, or fail to conduct their business in compliance with all applicable Laws and Governmental Approvals in the operation of their business or are required to make rectification or imposed any punishment by relevant Governmental Authorities;
(2) The Group Companies fail to pay or fully pay employees' salaries, social insurance funds (including endowment insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance) and housing fund, and/or other violations of the labor Laws of the PRC (including any penalties and overdue fines arising therefrom);
(3) The Group Companies' infringement of third party Intellectual Property, or there is any ownership dispute over the Intellectual Property of the Group Companies, or any undisclosed Encumbrance exists on any of the Intellectual Property of the Group Companies, or the disclosed Encumbrance has adverse effect on the Company Business of the Group Companies;
(4) Any Losses caused to the Group Companies and/or the Transferee due to any ownership dispute, entrusted holding, Encumbrance or non-compliance regarding historical equity changes (including, without limitation, non-compliance with Tax matters) in connection with the equity interest of the Group Companies, disputes arising from employee equity incentives and other matters;
(5) Any Losses caused to the Group Companies and/or the Transferee due to the assertion by any existing shareholder of the Group Companies of any right, liability for breach of contract or claim against the Transferor or the Group Companies based on the Historical Investment Documents;
(6) Penalties or liabilities arising out of any of the treatment of the accounts of the Group Companies, and any debts or contingent liabilities which are not properly reflected in the financial statements of the Group Companies, and penalties or liabilities arisin...
Special Indemnification. Centex expressly agrees to indemnify Cavco for any Federal Income Tax with respect to any Consolidated Return for which Centex is responsible for filing pursuant to Section 2.1(a)(1) in the event that Cavco is liable to the Service for any such Federal Income Tax pursuant to Treasury Regulation section 1.1502-6.
Special Indemnification. The Company and the Executive acknowledge and agree that the Executive will perform no services for the Company prior to the Commencement Date, that the Executive is employed by another employer (the “Prior Employer”) on the date hereof, and that Executive is obligated to fulfill and intends to fulfill all duties he owes to his Prior Employer until his employment with Prior Employer terminates. Company’s indemnification obligation (described in section 7 above) applies to any Proceeding brought by or threatened by Executive’s Prior Employer for any claims or threatened claims related in any way to Company’s hiring of Executive and for any claims or threatened claims related in way to this Agreement.
Special Indemnification. (a) The Company shall indemnify, defend and hold harmless, to the fullest extent permitted by applicable law, any Person that was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, by reason of the fact that such Person is or was an officer of the Company or, while an officer of the Company, is or was serving at the request of the Company as an officer, employee or agent of another company or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all Losses reasonably incurred by such Person. Subject to the second sentence of Section 11.04(b), the Company shall be required to indemnify or make advances (pursuant to the following paragraph) to a Person in connection with such a proceeding (or part thereof) initiated by such Person only if the initiation of such proceeding (or part thereof) was authorized by the Management Committee by Majority Vote.
(b) The Company shall pay the reasonable expenses (including reasonable attorneys' fees) incurred by any Person that is or was an officer of the Company or, while an officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another company or of a partnership, joint venture, trust, enterprise or nonprofit entity, in defending any proceeding of the type referred to above in advance of its final disposition; provided, however, that the payment of expenses incurred by such a Person in advance of the final disposition of such proceeding shall be made only upon receipt of an undertaking by or on behalf of such Person to repay all amounts advanced if it should be finally determined that such Person is not entitled to be indemnified under this Section 11.04 or otherwise. If a claim for indemnification or advancement of expenses under this Section 11.04 is not paid in full within sixty (60) calendar days after a written claim therefor has been received by the Company, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.
(c) The Company's obligation, if any, to indemnify any Person that was or is serving at its request as a direc...
Special Indemnification. The Company and the Executive are parties to an Indemnification Agreement preceding the Effective Date and covering the Executive’s service on behalf of the Company and its subsidiaries. During the Employment Period and continuously for 10 years from the Date of Termination with respect to acts or omissions which occurred prior to her cessation of employment with the Company, the Company shall continue to keep such Indemnification Agreement in full force and effect for the Executive.
Special Indemnification. The limitations regarding Claims set forth on Schedule 8.1(e) apply to Claims under Section 8.1(e).
Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunder, each Originator agrees to pay, indemnify and hold ------------ harmless
Special Indemnification. The general indemnification set forth in Section 21.1 shall be separate from and subordinated in priority to the Indemnification Agreement among Tully’s, Limited Partner and AFCM regarding any action brought by UCC Ueshima Coffee Corporation, Ltd. (“UCC”) with regard to the past agreement between Tully’s and UCC (the “AFCM Indemnification Agreement”). ▇▇▇▇▇’▇ COFFEE ASIA PACIFIC PARTNERS, LP PARTNERSHIP AGREEMENT PAGE 23 OF 29
Special Indemnification. (a) eCom agrees to provide Services to Reseller pursuant to this Agreement based on an ACH debit sent by eCom on Reseller’s behalf to Reseller’s Customers to collect the funding for the ▇▇▇▇ payments initiated by Consumers of Reseller’s Customers. Any return of the debit sent to collect the cumulative amount for all daily payments is strictly prohibited. In the event of any such return, eCom shall immediately notify Reseller via telephone and email. Reseller shall make alternate arrangements with eCom for its immediate payment to eCom of the amount of the returned debit as set forth herein. Reseller acknowledges that it is responsible for ensuring through its own contractual relations with Reseller’s Customers, such Customers’ strict compliance with the collection of such cumulative amount through such debit sent by eCom, and such Customers’ adherence to the requirement that such debit may not be returned. Reseller guarantees payment to eCom, as described herein, of such correctly debited funds. As soon as notice is provided to Reseller that any debited funds have been returned, Reseller shall wire to eCom on that same day immediately available funds in the amount of any returned debit. Reseller acknowledges that time is of the essence in its obligation to cover immediately any such returned debited funds. Further, subject to the limitations as set forth in this Agreement, Reseller shall indemnify eCom from any and all actual direct loss suffered by eCom from any returned debit, except where returned due to identified errors in debiting by eCom (b) While the parties acknowledge that Reseller is responsible for promptly covering on the same day any unauthorized return of the debit by any Reseller Customer, and without modifying Reseller’s obligations set forth in subparagraph (a) above, the parties agree to work together to attempt initially to recover such funds promptly on the same day from the Reseller Customer involved so that Reseller will not actually have to cover the returned debit. In that regard, the parties agree to initiate reasonable corrective action promptly to recover the returned funds from the Reseller Customer by employing one or more of the following methods: jointly calling or communicating with the Reseller Customer involved to attempt to correct the situation; requiring the Reseller Customer to wire the funds immediately to eCom; limiting or restricting the availability of services to the Reseller Customer until such customer remits t...