Contribution and Indemnification Sample Clauses
The Contribution and Indemnification clause establishes the responsibilities of parties to compensate each other for losses, damages, or liabilities arising from specific actions or omissions related to the agreement. In practice, this clause may require one party to reimburse the other for legal costs or damages resulting from third-party claims, or to share in the financial burden if both parties are found liable. Its core function is to allocate risk between the parties, ensuring that financial responsibility for certain events is clearly defined and that parties are protected from bearing the full cost of claims that may arise from shared or individual actions.
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Contribution and Indemnification. Pursuant to the terms of the Credit Agreement, Borrower has been extended credit. In connection with the Loan, and as a condition to Administrative Agent and Lenders entering into the Credit Agreement and making the Advance of the Loan, the Guarantor Subsidiaries have jointly and severally guaranteed payment in full of the Obligations (as defined in the Credit Agreement). The board of directors, managers or partners, as the case may be, of each Guarantor Subsidiary has determined that such Guarantor Subsidiary will receive direct and/or indirect benefits from the making of the Advance pursuant to the Credit Agreement. The aggregate amount of benefits obtained directly or indirectly by any Credit Party, and not repaid by Borrower or another Credit Party, is referred to herein as the “Obtained Benefit.” In the event that any Guarantor Subsidiary (in such capacity, an “Indemnitee”) pays (whether through direct payments or as a result of providing collateral for the Obligations) any amounts on the Obligations in excess of such Guarantor Subsidiary’s Obtained Benefit (the “Excess Payments”), the Indemnitee shall be entitled to make demand on Borrower for such Excess Payments, and, to the extent not recovered from Borrower, to receive from each other Guarantor Subsidiary that received an Obtained Benefit (in such capacity, “Indemnitor”), such Indemnitor’s Contribution Percentage of the Excess Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Excess Payment, each Guarantor Subsidiary agrees to
Contribution and Indemnification. THE AFFILIATED ORGANIZATION ACKNOWLEDGES AND AGREES THAT, IN THE EVENT THERE ARE LOSSES OR CLAIMS ASSERTED AGAINST OR SUSTAINED BY BSA OR THE LOCAL COUNCIL THAT ARE ATTRIBUTABLE TO THE WILLFUL ACTS OR NEGLIGENCE OF THE PROTECTED PARTIES AND FALL OUTSIDE OF THE INDEMNIFICATION REQUIREMENTS OF BSA IN § I.A.1 (ABOVE), NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT BSA’S RIGHT TO SEEK CONTRIBUTION OR INDEMNIFICATION FROM THE PROTECTED PARTIES FOR SUCH LOSSES OR CLAIMS, INCLUDING ATTORNEYS’ FEES AND COSTS RELATED THERETO.
Contribution and Indemnification. To the extent that any Guarantor shall repay any of the Obligations (an “Accommodation Payment”), then, to the extent that such Guarantor has not received the benefit of such repaid Obligations (whether through an inter-company loan or otherwise), the Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Obligors in an amount, for each of such other Obligors, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Obligors’ “Allocable Amount” (as defined below) and the denominator of which is the sum of the Allocable Amounts of all of the Obligors. As of any date of determination, the “Allocable Amount” of each Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Guarantor hereunder without (a) rendering such Guarantor “insolvent” within the meaning of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (the “UFTA”), Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 4 of the UFCA, or (c) leaving such Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification and reimbursement under this Section 13.4 shall be subordinate in right of payment to the prior payment in full of the Obligations.
Contribution and Indemnification. The Church acknowledges and agrees that, in the event there are Losses or Claims asserted against or sustained by BSA that are attributable to the willful acts or negligence of the Church and fall outside of the indemnification requirements of BSA in § II.A.1 (above), nothing in this Agreement shall be deemed to limit BSA’s right to seek contribution or indemnification from the Church for such Losses or Claims, including attorneys’ fees and costs related thereto.
Contribution and Indemnification. (a) To the extent that a payment is made on the Obligations by a Guarantor (a "Guarantor Payment") which, taking into account all other Guarantor Payments then previously or concurrently made by or attributable to any other Guarantor, exceeds such Guarantor's Allocable Share of all such Guarantor Payments (as such share would then be calculated immediately prior to such Guarantor Payment), then such Guarantor shall be entitled to contribution and indemnification from, and to be reimbursed by, each of the other Guarantors for the amount of such excess, pro rata based upon their respective Allocable Shares as in effect immediately prior to such Guarantor Payment.
(b) Notwithstanding the foregoing, the Guarantors may, as among themselves, provide for an allocation consistent with the foregoing which requires the Guarantors that received a direct financial benefit from the Obligations in respect of which a payment by a Guarantor has been made and for which contribution is sought to make contribution payments before the Guarantors that did not receive a direct financial benefit are obligated to make contribution payments.
(c) The Guarantors acknowledge that the rights of contribution and indemnification hereunder shall constitute an asset in favor of any Guarantor to which such contribution and indemnification is owing.
Contribution and Indemnification. The Affiliated Organization acknowledges and agrees that, in the event there are Losses or Claims asserted against or sustained by BSA or the Local Council that are attributable to the willful acts or negligence of the Protected Parties and fall outside of the indemnification requirements of BSA in § I.A.1 (above), nothing in this Agreement shall be deemed to limit BSA’s right to seek contribution or indemnification from the Protected Parties for such Losses or Claims, including attorneys’ fees and costs related thereto.
Contribution and Indemnification. THE DIOCESE/PARISH/SCHOOL ACKNOWLEDGES AND AGREES THAT, IN THE EVENT THERE ARE LOSSES OR CLAIMS ASSERTED AGAINST OR SUSTAINED BY BSA THAT ARE ATTRIBUTABLE TO THE WILLFUL ACTS OR NEGLIGENCE OF THE DIOCESE/PARISH/SCHOOL AND FALL OUTSIDE OF THE INDEMNIFICATION REQUIREMENTS OF BSA IN § II.A.1 (ABOVE), NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT BSA’S RIGHT TO SEEK CONTRIBUTION OR INDEMNIFICATION FROM THE DIOCESE/PARISH/SCHOOL FOR SUCH LOSSES OR CLAIMS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS RELATED THERETO.
Contribution and Indemnification. THE CHARTER ORGANIZATION ACKNOWLEDGES AND AGREES THAT, IN THE EVENT THERE ARE LOSSES OR CLAIMS ASSERTED AGAINST OR SUSTAINED BY SCOUTING AMERICA OR THE LOCAL COUNCIL THAT ARE ATTRIBUTABLE TO THE WILLFUL ACTS OR NEGLIGENCE OF THE PROTECTED PARTIES AND FALL OUTSIDE OF THE INDEMNIFICATION REQUIREMENTS OF Scouting America IN § I.A.1 (ABOVE), NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT SCOUTING AMERICA’S RIGHT TO SEEK CONTRIBUTION OR INDEMNIFICATION FROM THE PROTECTED PARTIES FOR SUCH LOSSES OR CLAIMS, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS RELATED THERETO.
Contribution and Indemnification. In connection with the Total Credit -------------------------------- Facility, and as a condition to Lender providing funds under the Total Credit Facility, Guarantor has guaranteed repayment of the Guaranteed Sum pursuant to the Guaranty Agreement. In the event that Guarantor (in such capacity, "Indemnitee") pays (whether through direct payments or as a result of providing ----------- collateral for the Guaranteed Sum) any amounts on the Guaranteed Sum (the "Guaranty Payment"), Indemnitee shall be entitled to receive from each ----------------- Stockholder (in such capacity, "Indemnitor"), such Indemnitor's Contribution ---------- Percentage of the Guaranty Payment. If any Indemnitor is unable to pay the Contribution Percentage of the Guaranty Payment, each Stockholder agrees to make a contribution to Indemnitee to the extent necessary so that each Stockholder shares pro rata (based on the amount of Borrower's shares of common stock of Shareholders which have paid) the liability for such nonpayment. IN SUCH REGARD, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH STOCKHOLDER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS INDEMNITEE FROM AND AGAINST ANY AND ALL LIABILITY (WHETHER SOLE, CONCURRENT, CONTRIBUTORY, STRICT OR OTHERWISE), CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING WITH RESPECT TO THE OBLIGATIONS AND CONSTITUTING A GUARANTY PAYMENT.
Contribution and Indemnification. The parties hereto agree that each Subsidiary Guarantor, if any, shall have the rights and obligations provided in Section 10.25 of the Credit Agreement and Section 10.25 of the Credit Agreement shall be deemed incorporated by reference herein.