Grouped Into 316 Collections of Similar Clauses From Business Contracts
This page contains Indemnification clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Indemnification. The Company shall indemnify the Executive to the maximum extent permitted under the Nevada Revised Statutes, or any successor thereto, and shall promptly advance any expenses incurred by the Executive prior to the final disposition of the proceeding to which such indemnity relates upon receipt from the Executive of a written undertaking to repay the amount so advanced if it shall be determined ultimately that the Executive is not entitled to indemnity under the standards set forth in the Nevada ...Revised Statutes or its successor. The Employer shall use commercially reasonable efforts to obtain and maintain throughout the Term of the employment of the Executive hereunder directors' and officers' liability insurance for the benefit of the Executive. The indemnification obligations of the Company under this Section 10 shall survive the termination of the Term or of this Agreement for any reason whatsoever unless the Agreement is terminated for cause.View More
Indemnification. The Company shall indemnify the Executive to the maximum extent permitted under the Nevada Revised Statutes, New York Business Corporation Law, or any successor thereto, and shall promptly advance any expenses incurred by the Executive prior to the final disposition of the proceeding to which such indemnity relates upon receipt from the Executive of a written undertaking to repay the amount so advanced if it shall be determined ultimately that the Executive is not entitled to indemnity under the... standards set forth in the Nevada Revised Statutes New York Business Corporation Law or its successor. The Employer Company shall use commercially reasonable efforts to obtain and maintain throughout the Term of the employment of the Executive hereunder directors' and officers' liability insurance for the benefit of the Executive. The indemnification obligations of the Company under this Section 10 shall survive the termination of the Term or of this Agreement for any reason whatsoever unless the Agreement is terminated for cause. View More
Indemnification. Subject to the Company's limited liability company agreement (or the corresponding charter documents of a successor employer as contemplated by Paragraph 12 below), Employer shall indemnify and hold harmless Employee from and against any loss, cost, damage, expense, or liability incurred by Employee for any action taken in the scope of Employee's employment for the Employer, provided such action (i) is within the scope, duties, and authority of Employee, (ii) is not in willful violation of any l...aw, regulation, or code of conduct adopted by the Employer, and (iii) does not constitute gross negligence or intentional misconduct by Employee, as finally determined by a court of competent jurisdiction. The obligations of the Employer under this Section 8 shall survive the termination of this Agreement. If there is any conflict between this Section 8 and the Company's limited liability company agreement (or the corresponding charter documents of a successor employer as contemplated by Paragraph 12 below), the Company's limited liability company agreement shall control, provided however, that no revision to the Company's limited liability company agreement may affect any diminishment to the Company's indemnification obligations hereunder as they exist on the date hereof.View More
Indemnification. Subject to the Company's limited liability company agreement (or the corresponding charter documents of a successor employer as contemplated by Paragraph 12 11 below), Employer shall indemnify and hold harmless Employee from and against any loss, cost, damage, expense, or liability incurred by Employee for any action taken or that has been taken by Employee under the Prior Agreement in the scope of Employee's employment for the Employer, provided such action (i) is within the scope, duties, and ...authority of Employee, (ii) is not in willful violation of any law, regulation, or code of conduct adopted by the Employer, and (iii) does not constitute gross negligence or intentional misconduct by Employee, as finally 5 determined by a court of competent jurisdiction. The obligations of the Employer under this Section 8 shall survive the termination of this Agreement. If there is any conflict between this Section 8 and the Company's limited liability company agreement (or the corresponding charter documents of a successor employer as contemplated by Paragraph 12 11 below), the Company's limited liability company agreement shall control, provided however, that no revision to the Company's limited liability company agreement may affect effect any diminishment to the Company's indemnification obligations hereunder as they exist on the date hereof. View More
Indemnification. (a) Consultant will indemnify, hold harmless, and defend Client and its affiliates, officers, directors, partners, members, shareholders, employees and agents from and against any losses, claims, damages or liabilities (or actions in respect thereof) ("Covered Claims") arising out of or relating to (i) any violation of any law, rule or regulation relating to the services provided by Consultant to Client pursuant to this Agreement, (ii) any breach by Consultant of any representation, warranty or ...agreement contained in this Agreement, or (iii) any willful misconduct, bad faith or negligence by Consultant in the performance of, or failure to perform, its obligations under this Agreement, except to the extent that any such Covered Claim is caused by Client's breach of this Agreement or willful misconduct, bad faith or negligence in the performance of, or failure to perform, its obligations under this Agreement. 2 (b) Client will indemnify, hold harmless, and defend Consultant and his affiliates, officers, directors, partners, members, shareholders, employees and agents from and against any Covered Claims arising out of or relating to (i) any violation of any law, rule or regulation by Client relating to this engagement, (ii) any breach by Client of any representation, warranty or agreement contained in this Agreement, or (iii) any willful misconduct, bad faith or negligence by Client in the performance of, or failure to perform, its obligations under this Agreement, except to the extent that any such Covered Claim is caused by Consultant's breach of this Agreement or willful misconduct, bad faith or negligence in the performance of, or failure to perform, his obligations under this Agreement. (c) Promptly after receipt of notice of any claim or complaint or the commencement of any action or proceeding with respect to which an indemnified party is entitled to seek indemnification hereunder, the indemnified party will notify the other party in writing of such claim or complaint or the commencement of such action or proceeding. The indemnifying party will be entitled to participate at its or his own expense in the defense or, if it or he so elects within a reasonable time after receipt of such notice, to assume the defense of any suit so brought, which defense will be conducted by counsel chosen by it or him and satisfactory to the indemnified party or parties. In the event that an indemnified party elects to assume the defense of any such suit and retain such counsel, the indemnified party or parties will bear the fees and expenses of any additional counsel thereafter retained by it, him or them.View More
Indemnification. (a) 9.1 Indemnification by Consultant. Consultant will indemnify, hold harmless, and defend Client the Company and its respective affiliates, officers, directors, partners, members, managers, shareholders, employees and agents from and against any the losses, claims, damages or liabilities (or actions in respect thereof) ("Covered Claims") arising out of or relating to (i) any violation of any law, rule or regulation relating to the services provided by Consultant to Client pursuant to this Agre...ement, (ii) any breach by Consultant of any representation, warranty or agreement contained in this Agreement, or (iii) (ii) any willful misconduct, bad faith or gross negligence by Consultant in the performance of, or failure to perform, its obligations under this Agreement, except to the extent that any such Covered Claim is caused by Client's the Company's breach of this Agreement or willful misconduct, bad faith or gross negligence in the performance of, or failure to perform, its obligations under this Agreement. 2 (b) Client 5 9.2 Indemnification by the Company. The Company will indemnify, hold harmless, and defend Consultant and his its affiliates, officers, directors, partners, members, shareholders, employees and agents from and against any Covered Claims arising out of or relating to (i) any violation the conduct of any law, rule the Company's business, whether before or regulation by Client relating to this engagement, after the Effective Date, (ii) any breach by Client the Company of any representation, warranty or agreement contained in this Agreement, or (iii) any willful misconduct, bad faith or gross negligence by Client the Company in the performance of, or failure to perform, its obligations under this Agreement, except to the extent that any such Covered Claim is caused by Consultant's breach of this Agreement or willful misconduct, bad faith or gross negligence in the performance of, or failure to perform, his its obligations under this Agreement. (c) Agreement or (iv) any violation of securities laws or any other law pertaining to the dissemination of information to the public as it concerns the Company or any affiliate thereof. 9.3 Indemnification Procedures. Promptly after receipt of notice of any claim or complaint or the commencement of any action or proceeding Covered Claim with respect to which an indemnified party is entitled to seek indemnification hereunder, the indemnified party will notify the other party or parties, as the case may be, in writing of such claim or complaint or the commencement of such action or proceeding. Covered Claim. The indemnifying party will (or parties, as the case may be) shall be entitled given a reasonable opportunity to participate defend the same at its or his own (or their) expense and with counsel of its (or their) selection; provided, however, that the indemnified parties, and each of them, shall at all times also have the right to fully participate in the defense or, if it or he so elects at his and/or its and/or their own expense. If the indemnifying party (or parties) shall fail to defend, within a reasonable time after its receipt of such notice, notice to assume the defense of any suit so brought, which defense will be conducted by counsel chosen by it or him and satisfactory to the indemnified party or parties. In the event that an indemnified party elects to assume the defense of any such suit and retain such counsel, defend hereunder, then the indemnified party or parties will bear shall have the fees right, but not the obligation, to undertake the defense of, and expenses to compromise or settle (with the exercise of any additional counsel thereafter retained by it, him reasonable business judgment), the claim or them. other matter on behalf, for the account, and at the risk, of the indemnifying party or parties. View More
Indemnification. a. Vendor shall defend, indemnify and hold harmless Retailer and its officers, directors, shareholders, members, partners and employees from and against any and all claims, actions, proceedings, judgments and other liabilities and expenses (including reasonable attorneys' fees and costs) of any nature arising out of or relating to: i. the authorized use by Retailer of Vendor's intellectual property; ii. the use of Approved Promotional Materials provided by Vendor; iii. any material breach of thi...s Agreement by Vendor; or iv. Product liability claims. b. Retailer shall defend, indemnify and hold harmless Vendor and its officers, directors, shareholders, members, partners, employees and agents from and against any and all claims, actions, proceedings, judgments and other liabilities and expenses (including reasonable attorneys' fees and costs) of any nature arising out of or relating to: i. Retailer's unauthorized use of Vendor's trademarks or other intellectual property, or Retailer's use of promotional materials or advertisements that Vendor has not approved; ii. Sales to non end-users of the Products under Section 4; iii. customer warranty claims and any violations of Section 14(f); 8 iv. Third-party claims arising out of incidents occurring on or about Retailer's premises or associated with Retailer's or Retailer's agents' delivery or inspection at end users premises; or v. any material breach of this Agreement by Retailer.View More
Indemnification. a. Vendor shall defend, indemnify and hold harmless Retailer and its officers, directors, shareholders, members, partners and employees from and against any and all claims, actions, proceedings, judgments and other liabilities and expenses (including reasonable attorneys' fees and costs) of any nature arising out of or relating to: i. the authorized use by Retailer of Vendor's intellectual property; ii. the authorized use of Approved Promotional Materials promotional materials and other informat...ion provided by Vendor; Vendor, including in training sessions; iii. any material breach of this Agreement by Vendor; or iv. Product liability claims. b. Retailer shall defend, indemnify and hold harmless Vendor and its officers, directors, shareholders, members, partners, partners and employees and agents from and against any and all claims, actions, proceedings, judgments and other liabilities and expenses (including reasonable attorneys' fees and costs) of any nature arising out of or relating to: 7 i. Retailer's unauthorized use of Vendor's trademarks or trademarks, promotional materials, and other intellectual property, or Retailer's use of promotional materials or advertisements that Vendor has not approved; information provided by Vendor, including in training sessions; ii. Sales to non end-users of the Products under Section 4; iii. customer warranty claims and any violations of Section 14(f); 8 iv. Third-party claims arising out of incidents occurring on for comfort exchanges; or about Retailer's premises or associated with Retailer's or Retailer's agents' delivery or inspection at end users premises; or v. iii. any material breach of this Agreement by Retailer. Retailer; or iv. Any claim arising out of shipment and/or sale to third parties other than retail customers as outlined in Section 4. View More
Indemnification. 13.1 Client Indemnification: Client hereby agrees to defend, indemnify and hold harmless Althea and its Affiliates and their respective officers, directors, employees, contractors, consultants and agents (each, an "Althea Indemnitee") from and against [***] (a "Claim") against an Althea Indemnitee, including [***] ("Losses"), arising or resulting from (a) Client's storage, promotion, labeling, marketing, distribution, use or sale of Client Product (including without limitation any Client Product... or any other product of Client for which Althea provided development recommendations, as contemplated under Section 12.3 above), (b) Client's negligence or willful misconduct, (c) Client's material breach of this Agreement, any PWA, or the Quality Agreement, or (d) any claim that the use, sale, marketing or distribution of Client Product by Client, or the Production of Client Product by Althea in accordance with the Specifications, violates the patent, trademark, copyright or other proprietary rights of any third party, except to the extent any such Claims or Loss(es) arise or result from the negligence or willful misconduct of any of the Althea Indemnitees or Althea's breach of this Agreement, any PWA, or the Quality Agreement,. 13.2 Althea Indemnification: Subject to and except to the extent of any indemnification from Client pursuant to Section 13.1 above, Althea hereby agrees to defend, indemnify and hold harmless Client and its Affiliates and their respective directors, officers, employees, subcontractors and agents (each, a "Client Indemnitee") from and against any and all Claims against a Client Indemnitee and Losses with respect thereto, to the extent arising or resulting from the negligence or willful misconduct of any of the Althea Indemnitees, or from the Althea's material breach of this Agreement, any PWA, or the Quality Agreement. 13.3 Indemnitee Obligations: A party (the "Indemnitee") that intends to make a claim for indemnification under this Article 13 shall promptly notify the other party (the "Indemnitor") in writing of any action, claim or other matter in respect of which such Indemnitee or any of its Affiliates, or any of their respective directors, officers, employees, subcontractors, or agents, intends to claim such indemnification; provided, however, that failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure. The Indemnitee shall permit, and shall cause its Affiliates, and their ALTHEA & ALDER CONFIDENTIAL 20 FINAL [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respective directors, officers, employees, subcontractors and agents to permit, the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the indemnified party agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the Indemnitee's rights hereunder, or impose any obligations on the indemnified party in addition to those set forth herein in order for it to exercise such rights, without indemnified party's prior written consent, which shall not be unreasonably withheld or delayed. [***] The Indemnitee, its Affiliates, and their respective directors, officers, employees, subcontractors and agents shall fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this Article 13. The indemnified party shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at its own expense.View More
Indemnification. 13.1 Client Indemnification: Client hereby agrees to save, defend, indemnify and hold harmless Althea and its Affiliates and their respective officers, directors, employees, contractors, consultants and agents (each, an "Althea Indemnitee") from and against [***] any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys' fees ("Losses"), to which any Althea Indemnitee may become subject as a result of any claim, demand, action or other procee...ding by any third party including, without limitation, property damage, death or personal injury of third parties (a "Claim") against an Althea Indemnitee, including [***] ("Losses"), Indemnitee to the extent arising or resulting from 18. [***] = CONFIDENTIAL TREATMENT REQUESTED (a) Client's storage, disposal, promotion, labeling, marketing, distribution, forward processing, use or sale of Client Product (including without limitation any Client Product or any other product of Client for which Althea provided development recommendations, as contemplated under Section 12.3 above), Client-Supplied Components, (b) Client's negligence or willful misconduct, (c) Client's material breach of this Agreement, any PWA, or the Quality Agreement, or (d) any claim that the use, sale, marketing or distribution of Bulk Compound or Client Product by Client, or the Production of Client Product by Althea with respect to, and in accordance with the Specifications, Specifications or any manufacturing procedures or written instructions provided by Client, violates the patent, trademark, copyright or other proprietary rights of any third party, party or (d) Client's employees or contractors, including with limitation any personal injury/workman's compensation, employment- or benefit-related claims, except to the extent any such Claims or Loss(es) arise or result from are caused by the gross negligence or willful misconduct of any of the Althea Indemnitees or Althea's breach of this Agreement, within any PWA, or the Quality Agreement,. matters indemnified by Althea in Section 13.2. 13.2 Althea Indemnification: Subject to and except to the extent of any indemnification from Client pursuant to Section 13.1 above, Althea hereby agrees to save, defend, indemnify and hold harmless Client and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (each, a "Client Indemnitee") from and against any and all Claims against Losses to which any Company Indemnitee may become subject as a Client Indemnitee and Losses with respect thereto, result of any Claim to the extent arising or resulting from (a) defects in Client Product caused by Althea's negligence or willful misconduct or material breach of this Agreement, (b) Althea's storage, disposal, labeling, use, sale, marketing, forward processing, or distribution of Althea Supplied Components, (c) an Althea Indemnitee's negligence or willful misconduct or (d) Althea's employees or contractors, including with limitation any personal injury/workman's compensation, employment- or benefit-related claims, except to the extent any such Loss(es) are caused by the gross negligence or willful misconduct of the Client or within any of the Althea Indemnitees, or from the Althea's material breach of this Agreement, any PWA, or the Quality Agreement. matters indemnified by Client in Section 13.1. 13.3 Indemnitee Obligations: A party (the "Indemnitee") that intends to make makes a claim for indemnification under this Article 13 shall promptly notify the other party (the "Indemnitor") in writing of any action, claim or other matter in respect of which such Indemnitee or any of its Affiliates, or any of their respective directors, officers, employees, subcontractors, or agents, party, intends to claim such indemnification; provided, however, that failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure. The Indemnitee indemnified party shall permit, and shall cause its Affiliates, and their ALTHEA & ALDER CONFIDENTIAL 20 FINAL [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respective directors, officers, employees, subcontractors and agents to permit, permit the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the indemnified party agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the Indemnitee's indemnified party's rights hereunder, or impose any obligations on the indemnified party in addition to those set forth herein in order for it to exercise such rights, customary mutual general release terms, without indemnified party's prior written consent, which shall not be unreasonably withheld or delayed. [***] No such action, claim or other matter shall be settled without the prior written consent of the Indemnitor, which shall not be unreasonably withheld or delayed. The Indemnitee, its Affiliates, and their respective directors, officers, employees, subcontractors and agents indemnified party shall fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this Article 13. The indemnified party shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at its own expense. View More
Indemnification. 13.1 Client Indemnification: Indemnification. Client hereby agrees to defend, indemnify and hold harmless Althea and its Affiliates and their respective officers, directors, employees, contractors, consultants and agents (each, an "Althea Indemnitee") from and against [***] any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys' fees ("Losses"), to which any Althea Indemnitee may become subject as a result of any claim, demand, action or o...ther proceeding by any third party including property damage, death or personal injury (a "Claim") against an Althea Indemnitee, including [***] ("Losses"), Indemnitee arising or resulting resulting, directly or indirectly, from (a) Client's storage, disposal, promotion, labeling, marketing, distribution, forward processing, use or sale of Client Product (including without limitation any or Client Product or any other product of Client for which Althea provided development recommendations, as contemplated under Section 12.3 above), Supplied Components, (b) Client's 20 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. negligence or willful misconduct, (c) Client's material breach of this Agreement, any PWA, or the Quality Agreement, or (d) any claim that the use, sale, marketing or distribution of Drug Substance or Client Product by Client, the production of Drug Substance, or the Production of Client Product by Althea in accordance with the Specifications, violates infringes or misappropriates the patent, trademark, copyright or other proprietary intellectual property rights of any third party, or (e) Client's employees or contractors, including any personal injury/workman's compensation, employment- or benefit-related claims; except to the extent any such Claims or Loss(es) arise or result from are caused solely by the gross negligence or willful misconduct of any of the Althea Indemnitees or Althea's breach are within any of this Agreement, any PWA, or the Quality Agreement,. matters indemnified by Althea in Section 13.2 below. 13.2 Althea Indemnification: Subject to and except to the extent of any indemnification from Client pursuant to Section 13.1 above, Indemnification. Althea hereby agrees to defend, indemnify and hold harmless Client and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (each, a "Client Indemnitee") from and against any and all Claims against Losses to which any Company Indemnitee may become subject as a Client Indemnitee and Losses with respect thereto, to the extent result of any Claim arising or resulting solely from the (a) an Althea Indemnitee's negligence or willful misconduct of any of the Althea Indemnitees, or from the misconduct, (b) Althea's material breach of this Agreement, or (c) Althea's employees or contractors, including any PWA, personal injury/workman's compensation, employment- or benefit-related claims; except to the Quality Agreement. extent any such Loss(es) are caused solely by or are within any of the matters indemnified by Client in Section 13.1 above. 13.3 Indemnitee Obligations: Obligations. A party (the "Indemnitee") that intends to make makes a claim for indemnification under this Article 13 shall promptly notify the other party (the "Indemnitor") in writing of any action, claim or other matter in respect of which such Indemnitee or any of its Affiliates, or any of their respective directors, officers, employees, subcontractors, or agents, party, intends to claim such indemnification; provided, however, that failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure. The Indemnitee indemnified party shall permit, and shall cause its Affiliates, and their ALTHEA & ALDER CONFIDENTIAL 20 FINAL [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. respective directors, officers, employees, subcontractors and agents to permit, permit the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the indemnified party agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the Indemnitee's indemnified party's rights hereunder, or impose any obligations on the indemnified party in addition to those set forth herein in order for it to exercise such rights, other than customary mutual general release terms, without indemnified party's prior written consent, which shall not be unreasonably withheld or delayed. [***] No such action, claim or other matter shall be settled without the prior written consent of the Indemnitor, which shall not be unreasonably withheld or delayed. The Indemnitee, its Affiliates, and their respective directors, officers, employees, subcontractors and agents indemnified party shall fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this Article 13. The indemnified party shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at its own expense. View More
Indemnification. (a) By Contributor. Contributor agrees to indemnify and hold harmless Acquirer and its officers, agents and employees from and against, and to reimburse Acquirer with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) asserted against or incurred by Acquirer or the Company by reason of or arising out of: (i) a breach of any representation or warranty of Contributor set forth in this Agreement, pro...vided Contributor's liability under this clause (i) is subject to all of the limitations, conditions and qualifications of Contributor's liability stated in Section 6 or elsewhere in this Agreement; (ii) the failure of Contributor to perform any obligation required by this Agreement to be performed by it; and (iii) the ownership, maintenance, operation, management and use of the Property, the Acquired Assets, and/or the Company prior to Closing. The liability of each Contributor under this paragraph (a) is limited to each such Contributor's Ownership Percentage of the total of all liabilities or amounts recoverable by Acquirer hereunder. 29 (b) By Acquirer. Acquirer agrees to indemnify and hold harmless each Contributor and their respective officers, agents, employees, and tenants from and against, and to reimburse Contributor with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) asserted against or incurred by Contributor by reason of or arising out of: (a) a breach of any representation or warranty of Acquirer set forth in this Agreement; (b) the failure of Acquirer to perform any obligation required by this Agreement to be performed by it; (c) the ownership, maintenance, operation, management and use of the Property, the Acquired Assets, and/or the Company after Closing; and (d) Acquirer's access to the Property for the purpose of making such investigations, inspections, tests, assessments, surveys and the like in accordance with Section 7 of this Agreement.View More
Indemnification. (a) 16.1 By Contributor. Contributor agrees to indemnify and hold harmless Acquirer and its officers, agents agents, employees, and employees tenants from and against, and to reimburse Acquirer with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) asserted against or incurred by Acquirer or the Company by reason of or arising out of: (i) (a) if the transaction hereunder closes, a breach of any r...epresentation or warranty of Contributor set forth in this Agreement, provided Contributor's liability under this clause (i) is subject to all of the limitations, conditions and qualifications of Contributor's liability stated in Section 6 or elsewhere in this Agreement; (ii) (b) the failure of Contributor to perform any obligation required by this Agreement to be performed by it; and (iii) (c) the ownership, maintenance, operation, management and use of the Property, the Acquired Assets, and/or the Company Property prior to Closing. The liability of each Contributor under this paragraph (a) is limited to each such Contributor's Ownership Percentage of the total of all liabilities or amounts recoverable by Acquirer hereunder. 29 (b) 16.2 By Acquirer. Acquirer agrees to indemnify and hold harmless each Contributor and their respective its officers, agents, employees, and tenants from and against, and to reimburse Contributor with respect to any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including attorneys' fees and court costs) asserted against or incurred by Contributor by reason of or arising out of: (a) if the transaction hereunder closes, a breach of any representation or warranty of Acquirer set forth in this Agreement; (b) the failure of Acquirer to perform any obligation required by this Agreement to be performed by it; (c) the ownership, maintenance, operation, management and use of the Property, the Acquired Assets, and/or the Company Property after Closing; and (d) Acquirer's access to the Property for the purpose of making such investigations, inspections, tests, assessments, surveys and the like as specified in accordance with Section 7 of this Agreement. 7.5 hereof. View More
Indemnification. Employer will cause each investment fund to which Employee provides investment advice to indemnify, defend and hold Employee harmless for all losses, costs, expenses or liabilities based upon or related to acts, decisions or omissions made by Employee in good faith during the Term while performing services on behalf of such investment fund (and/or any of its portfolio companies) within the scope of Employee's employment for Employer, provided that such acts, decisions or omissions do not constit...ute fraud, willful misconduct or gross negligence. The obligations of Employer and such investment funds under this Section 8 shall survive any termination of the Employee's employment.View More
Indemnification. Employer and Carlyle will cause each investment fund to which Employee provides investment advice advice, to indemnify, defend and hold Employee harmless harmless, to the extent permitted under the applicable partnership agreements or other charter documents of each such investment fund, for all losses, costs, expenses or liabilities based upon or related to acts, decisions or omissions made by Employee in good faith during the Term while performing services on behalf of such investment fund (an...d/or any of its portfolio companies) within the scope of Employee's employment for Employer, provided that such acts, decisions or omissions do not constitute fraud, willful misconduct or gross negligence. Employer and Carlyle will indemnify, defend and hold Employee harmless, to the full extent permitted by law and, for all losses, costs, expenses or liabilities based upon or related to acts, decisions or omissions made by Employee in good faith during the Term while performing services on behalf of Carlyle, Carlyle's investment funds and/or any of their respective portfolio companies within the scope of Employee's employment for Employer, provided that (x) such acts, decisions or omissions do not constitute fraud, willful misconduct or gross 7 negligence and (y) such losses, costs, expenses or liabilities have not been paid for or reimbursed by an investment fund to which Employee has provided investment advice or by proceeds of an insurance policy maintained by or on behalf of Carlyle. The obligations of Employer Employer, Carlyle and such investment funds under this Section 8 shall survive the termination or expiration of this Agreement and any termination of the Employee's employment. The indemnifications provided above will include an obligation to advance reasonable defense costs to Employee, provided that Employee selects a law firm with the prior consent of Employer, which consent will not unreasonably be withheld. Employee will reimburse the relevant Carlyle party or investment fund for such advanced defense costs to the extent a final determination is made by a court, administrative law judge, regulatory agency or arbitration panel that such indemnification is not permitted by law or not required by this Agreement. View More
Indemnification. The release contained in Section 12 above shall not constitute a waiver of Employee's rights to indemnification, advancement, and contribution which may be provided to him pursuant to the terms and conditions of any policy or bylaw of Company in effect on the Separation Date. Company will continue to provide Employee with coverage under its insurance policies to the extent that the Company maintains any such policies to indemnify its directors and officers, and former directors and officers.
Indemnification. The release contained Employee's execution of the General Release in Section 12 above Exhibit A shall not constitute a waiver of Employee's rights to indemnification, advancement, and contribution which may be provided to him pursuant to the terms and conditions of any policy or bylaw of Company in effect on the Separation Date. Employee's termination date. Company will continue to provide Employee with coverage under its insurance policies to the extent that the Company maintains any such polic...ies to indemnify its directors and officers, and former directors and officers. View More
Indemnification. The obligation of the Partnership to indemnify and reimburse the General Partners and their Affiliates (as defined in the Partnership Agreement) pursuant to applicable law and/or Section 21 of the Partnership Agreement or otherwise shall survive the liquidation and dissolution of the Partnership and may be satisfied only out of the assets of any reserve fund or Liquidating Trust which has assumed the liability of the Partnership thereof, but not from distributions to Limited Partners.
Indemnification. The obligation of the Partnership to indemnify and reimburse the General Partners and their Affiliates (as defined in the Partnership Agreement) officers, directors, employees and subsidiaries pursuant to applicable law and/or Section 21 of the Partnership Agreement or otherwise shall survive the liquidation and dissolution of the Partnership and may be satisfied only out of the assets of any reserve fund or Liquidating Trust which has assumed the liability of the Partnership thereof, but not fr...om distributions to Limited Partners. View More
