Indemnification Clause Example with 4 Variations from Business Contracts
This page contains Indemnification clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Indemnification. Target and the Shareholder severally (and not jointly) agree to indemnify Acquirer against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquirer from (1) any breach by Target or the Shareholder of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Target or the Shareholder herein; provided, however, that (a) Acquirer shall be entitled to assert rights of indemnification hereunder only if and to the extent ...that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquirer shall give notice of any claims hereunder within twelve months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquirer to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquirer as a result of the event giving rise to such right to indemnification. 10.2 Proportionate Liability. The liability of the Shareholder under this Section shall in no event exceed 50 percent of the value of the Acquirer shares received by such Shareholder. 10.3 Indemnification of Target and the Shareholder. Acquirer agrees to indemnify Target and the Shareholder against any loss, damage, or expense (including reasonable attorney fees) suffered by Target or the Shareholder from (1) any breach by Acquirer of this Agreement or (2) any inaccuracy in or breach of any of Acquirer's representations, warranties, or covenants herein. 10.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. 6 11. Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder or Acquirer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, the Shareholder or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.View More
Variations of a "Indemnification" Clause from Business Contracts
Indemnification. Target Client and the Shareholder severally (and not jointly) agree to indemnify Acquirer Acquisition against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquirer Acquisition from (1) any breach by Target Client or the Shareholder of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Target Client or the Shareholder herein; provided, however, that (a) Acquirer Acquisition shall be entitled to assert right...s of indemnification hereunder only if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquirer Acquisition shall give notice of any claims hereunder within twelve twenty-four months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquirer Acquisition to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquirer Acquisition as a result of the event giving rise to such right to indemnification. 10.2 11.2 Proportionate Liability. The liability of the each Shareholder under this Section shall be in the proportion that the total number of Acquisition shares to be received by him bears to the total number of Acquisition shares to be received by the Shareholder and shall in no event exceed 50 25 percent of the value of the Acquirer Acquisition shares received by such Shareholder. 10.3 With respect to Shareholders that are estates, trusts, or custodianships, the executor, trustee, or custodian is a party to this Agreement only in its fiduciary capacity and liability hereunder shall be limited to the fiduciary assets and shall not extend to the assets of the executor, trustee, or custodian. 11.3 Indemnification of Target Client and the Shareholder. Acquirer Acquisition agrees to indemnify Target Client and the Shareholder against any loss, damage, or expense (including reasonable attorney fees) suffered by Target Client or by the Shareholder from (1) any breach by Acquirer Acquisition of this Agreement or (2) any inaccuracy in or breach of any of Acquirer's Acquisition's representations, warranties, or covenants herein. 10.4 11.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. 6 11. Agreement and Plan of Reorganization Page number 9 12. Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, Client, the Shareholder or Acquirer Acquisition if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, Client, the Shareholder or Acquirer Acquisition if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing. View More
Indemnification. Target and the Shareholder Sellers severally (and not jointly) agree to indemnify Acquirer against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquirer from (1) any breach by Target or the Shareholder Sellers of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Target or the Shareholder Sellers herein; provided, however, that (a) Acquirer shall be entitled to assert rights of indemnification hereunder on...ly if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquirer shall give notice of any claims hereunder within twelve months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquirer to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquirer as a result of the event giving rise to such right to indemnification. 10.2 Proportionate Liability. The liability of the Shareholder Sellers under this Section shall in no event exceed 50 percent of the value of the Acquirer shares received by such Shareholder. Sellers. 10.3 Indemnification of Target and the Shareholder. Sellers. Acquirer agrees to indemnify Target and the Shareholder Sellers against any loss, damage, or expense (including reasonable attorney fees) suffered by Target or the Shareholder Sellers from (1) any breach by Acquirer of this Agreement or (2) any inaccuracy in or breach of any of Acquirer's representations, warranties, or covenants herein. 10.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. 6 11. Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder or Acquirer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, the Shareholder or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.View More
Indemnification. Target and the Shareholder Seller severally (and not jointly) agree to indemnify Acquirer against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquirer from (1) any breach by Target or the Shareholder Seller of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Target or the Shareholder Seller herein; provided, however, that (a) Acquirer shall be entitled to assert rights of indemnification hereunder only ...if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquirer shall give notice of any claims hereunder within twelve months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquirer to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquirer as a result of the event giving rise to such right to indemnification. 10.2 Proportionate Liability. The liability of the Shareholder Seller under this Section shall in no event exceed 50 percent of the value of the Acquirer shares received by such Shareholder. Seller. 10.3 Indemnification of Target and the Shareholder. Seller. Acquirer agrees to indemnify Target and the Shareholder Seller against any loss, damage, or expense (including reasonable attorney fees) suffered by Target or the Shareholder Seller from (1) any breach by Acquirer of this Agreement or (2) any inaccuracy in or breach of any of Acquirer's representations, warranties, or covenants herein. 10.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. 6 11. Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder or Acquirer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, the Shareholder or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.View More
Indemnification. Target and the Shareholder Shareholders severally (and not jointly) agree to indemnify Acquirer against any loss, damage, or expense (including reasonable attorney fees) suffered by Acquirer from (1) any breach by Target or the Shareholder Shareholders of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Target or the Shareholder Shareholders herein; provided, however, that (a) Acquirer shall be entitled to assert rights of indemnificati...on hereunder only if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Acquirer shall give notice of any claims hereunder within twelve twenty-four months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Acquirer to the extent of insurance proceeds paid to, or tax benefits realizable by, Acquirer as a result of the event giving rise to such right to indemnification. 10.2 7 11.2 Proportionate Liability. The liability of the each Shareholder under this Section shall be in the proportion that the total number of Acquirer shares to be received by him bears to the total number of Acquirer shares to be received by all the Shareholders and shall in no event exceed 50 25 percent of the value of the Acquirer shares received by such Shareholder. 10.3 With respect to Shareholders that are estates, trusts, or custodianships, the executor, trustee, or custodian is a party to this Agreement only in its fiduciary capacity and liability hereunder shall be limited to the fiduciary assets and shall not extend to the assets of the executor, trustee, or custodian. 11.3 Indemnification of Target and the Shareholder. Shareholders. Acquirer agrees to indemnify Target and the Shareholder Shareholders against any loss, damage, or expense (including reasonable attorney fees) suffered by Target or by any of the Shareholder Shareholders from (1) any breach by Acquirer of this Agreement or (2) any inaccuracy in or breach of any of Acquirer's representations, warranties, or covenants herein. 10.4 11.4 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so. 6 11. Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Target, the Shareholder or Acquirer if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Target, the Shareholder or Acquirer if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.View More
