Agreements to Indemnify Clause Samples
An Agreements to Indemnify clause requires one party to compensate the other for certain losses, damages, or liabilities that may arise in connection with the contract. Typically, this clause specifies the types of claims covered, such as third-party lawsuits or damages resulting from a party's negligence, and outlines the process for making indemnification claims. Its core practical function is to allocate risk between the parties, ensuring that the party best able to control or prevent certain risks bears the financial responsibility if those risks materialize.
Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VI, from and after the Closing, ioneer Parent shall indemnify, defend and hold harmless Investor, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Investor Group”), but expressly excluding the Company and its Subsidiaries, from and against all Claims, actions or causes of action, assessments, demands, losses, damages, judgments, fines, settlements, Liabilities, costs and expenses, including interest, penalties and reasonable attorneys’, experts’ and accounting fees and expenses of any nature whatsoever (subject to Section 6.8(b), collectively, “Damages”), suffered by, imposed upon or incurred by the Company, a subsidiary of the Company or any member of the Investor Group to the extent caused by, arising from or based upon any breach of a representation and warranty set forth in Article III or a breach of any covenant or agreement of ioneer Parent or the Company contained in this Agreement. Subject to the other terms of this Article VI, in the event that the Damages of the Investor Group are suffered by, imposed upon or incurred by (i) a member of the Investor Group, the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) or (ii) the Company or one of its subsidiaries (and, for the avoidance of doubt, such Damages are indemnifiable hereunder), the amount of Damages to be indemnified by ioneer Parent shall be equal to the full amount of such Damages (subject to the limitations included in this Article VI) multiplied by the equity percentage owned directly and indirectly by Investor in the Company at Closing.
(b) Subject to the terms and conditions of this Article VI, from and after the Closing, Investor shall indemnify, defend and hold harmless the Company, its equity holders and Affiliates, and their respective managers, directors, officers, employees and agents (collectively, the “Company Group”) from and against all Damages suffered by, imposed upon or incurred by any member of the Company Group to the extent caused by, arising from or based upon any breach of any representation or warranty of Investor contained in Article IV or any breach of any covenant or agreement of Investor contained in this Agreement.
Agreements to Indemnify. (a) As used in this Article 9:
Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIII, each of the Seller and the Shareholder (jointly and severally) covenants and agrees to indemnify, defend and hold harmless the Purchaser and its Affiliates (including any officer, director, stockholder, partner, member, employee, agent or representative of any thereof) (a "Purchaser Affiliate") from and against all assessments, losses, damages, liabilities, costs and expenses, including without limitation interest, penalties and reasonable fees and expenses of legal l counsel (collectively, "Damages") imposed upon or incurred by the Purchaser or any Purchaser Affiliate arising out of, in connection with or resulting from:
(i) any breach of any representation or warranty of, or nonfulfillment of any covenant or agreement of, the Seller or the Shareholder contained in or made pursuant to this Agreement or any Related Document to which the Seller or the Shareholder is a party;
(ii) any and all Excluded Liabilities; and
(iii) any and all claims made by creditors of the Seller relating to the provisions of any "bulk sales" laws of any state or other jurisdiction that be applicable to the transactions contemplated hereby.
(b) Subject to the terms and conditions of this Article VIII, each of the Purchaser and HCC jointly and severally covenants and agrees to indemnify, defend and hold harmless the Seller, the Shareholder and their Affiliates (including any successor or assigns, officer, director, stockholder, partner, member, employee, agent or representative thereof) from and against all Damages imposed upon or incurred by the Seller or any Seller Affiliate arising out of or in connection with or resulting from:
(i) any breach of any representation or warranty of, or nonfulfillment of any covenant or agreement of, the Purchaser or HCC contained in or made pursuant to this Agreement or any Related Document to which the Purchaser or HCC is a party; and
(ii) any and all Assumed Liabilities.
(c) The Indemnitor shall reimburse an Indemnified Party promptly after delivery of an Indemnification Notice certifying that the Indemnified Party has incurred Damages after compliance with the terms of this Article VIII; provided, however, that the Indemnitor shall have the right to contest any such -------- ------- Damages or its obligations to indemnify therefor in accordance with the terms of this Agreement.
(d) Any Claims of Purchaser shall be processed through the escrow provided for in Section 2.06 of this Agre...
Agreements to Indemnify. (a) As used in this Article 6:
Agreements to Indemnify. (a) The following terms shall have the following definitions:
Agreements to Indemnify. (a) Subject to the terms and conditions of this Article VIII, Seller shall indemnify, defend and hold harmless Purchaser and each of the Companies (collectively, the “Purchaser Group”) from and against any and all losses, liabilities, expenses (including reasonable attorneys’ fees), claims and damages (collectively, “Damages”) asserted against, resulting to, imposed upon or suffered by the Purchaser Group, or any one of them, arising out of or related to the following (collectively, “Seller Claims”):
(i) any breach of any representation or warranty of Seller contained in or made pursuant to this Agreement;
(ii) any breach of any covenant or agreement of Seller contained in or made pursuant to this Agreement;
(iii) any accrued liabilities to Continuing Employees under H▇▇▇▇ Lemmerz International’s or its Affiliates’ frozen defined benefit Retirement Income Plan and retiree medical benefit plans;
(iv) any stock options and other awards granted by H▇▇▇▇ Lemmerz International or its Affiliates;
(v) any accrued benefits accrued under the H▇▇▇▇ Lemmerz International’s or its Affiliates’ Executive Retirement Plan;
(vi) claims under H▇▇▇▇ Lemmerz International’s or its Affiliates’ self-insured welfare and fringe benefit plans;
(vii) payments under the retention agreements between H▇▇▇▇ Lemmerz International or its Affiliates, on the one hand, and any of the Continuing Employees, on the other hand;
(viii) payments under any of H▇▇▇▇ Lemmerz International’s or its Affiliates’ long or short term-bonus or incentive plans; or
(ix) any products liability or warranty claims for products manufactured by the Companies prior to the Closing Date.
(b) Subject to the terms and conditions of this Article VIII, Purchaser and each of the Companies, jointly and severally, shall indemnify, defend and hold harmless Seller from and against any and all Damages asserted against, resulting to, imposed upon or suffered by Seller arising out of or related to the following (collectively, “Purchaser Claims”):
(i) any breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement;
(ii) any breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement; or
(iii) any products liability or warranty claims for products manufactured by the Companies on or after the Closing Date.
(iv) any liability or obligation arising out of, or relating to, the conduct of the Business, the operation of the Plants or any acts or omissions o...
Agreements to Indemnify. The General Partner is hereby authorized to enter into any agreement with any Indemnified Person which agreement has the effect of conferring directly on such Indemnified Person the exculpation and indemnification protections set out in Section 4.06 (Liability to Partners) and this Section 4.07 (Indemnification). For the avoidance of doubt, and without limiting the priority of indemnification or advancement set forth in Section 4.07(c) (Third-Party Indemnitor), an Indemnified Person may first seek indemnification or advancement from the Partnership as set forth in this Section 4.07 (Indemnification) (which indemnification or advancement shall be considered an Operating Expense of, and be borne by, the Partnership) prior to seeking to cause such amounts to be borne by any Third-Party Indemnitor, regardless of the ultimate allocation of the corresponding liabilities.
Agreements to Indemnify. Novicius Subco is not a party to or bound by any agreement of guarantee, indemnification (other than the Transaction Agreements, indemnification of directors and officers in accordance with the by-laws of Novicius Subco and applicable laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with Novicius Subco’s banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person (other than Novicius Subco).
Agreements to Indemnify. Neither GRU, nor any of its Subsidiaries, is a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of managers and officers in accordance with the operating agreement of GRU and applicable Laws, indemnification agreements or covenants that are entered into arising in the ordinary course of business, including operating and similar agreements, indemnification and contribution provisions in agency and underwriting agreements, credit agreements with GRU’s banks, in subscription receipt agreements and transfer agency agreements) or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person (other than GRU).
Agreements to Indemnify. The General Partner is authorized to enter into any agreement with any Indemnified Person which agreement has the effect of conferring directly on such Indemnified Person the exculpation and indemnification protections set out in Section 4 (Exculpation) and this Section 5 (Indemnification). For the avoidance of doubt, and without limiting the priority of indemnification or advancement set forth in Section 5(c), an Indemnified Person may first seek indemnification or advancement from the Fund as set forth in this Section 5 (which indemnification or advancement shall be considered an Operating Expense of, and be borne by, the Fund) prior to seeking to cause such amounts to be borne by any Third Party Indemnitor, regardless of the ultimate allocation of the corresponding liabilities.