Contribution, Indemnification, Non-Party Settlement and Claim-Over Sample Clauses

Contribution, Indemnification, Non-Party Settlement and Claim-Over. (a) Statement of Intent. The Parties agree that they have entered into this Agreement in good faith based upon numerous factors, including the Costco Released Entities’ role in the pharmacy market, and that payment made under this Agreement shall be the sole payment made by the Costco Released Entities to the Settling Subdivisions involving, arising out of, or related to the Covered Conduct, the Products, the Actions, or allegations encompassed by the complaints in the Actions. It is the further intent of the Parties that the Costco Released Entities should not seek contribution or indemnification (other than pursuant to any insurance contract) from other parties for their payment obligation under this Agreement; that Claims by the Settling Subdivisions against Non-Released Parties should not result in additional payments by any of the Costco Released Entities, whether through contribution, indemnification, or any other means; and that this Agreement meets the requirements of applicable law or doctrine that reduces or discharges a released party’s liability to any other parties.
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Contribution, Indemnification, Non-Party Settlement and Claim-Over. (a) Statement of Intent. The Parties agree that they have entered into this Agreement in good faith based upon numerous factors, including the Target Released Entities’ role in the pharmacy market, and that payment made under this Agreement shall be the sole payment made by the Target Released Entities to the Settling Subdivisions involving, arising out of, or related to the Covered Conduct, the Products, the Action, and/or allegations encompassed by the Petition. It is the further intent of the Parties that the Target Released Entities should not seek contribution or indemnification (other than pursuant to any insurance contract) from other parties for their payment obligation under this Agreement; that Claims by the Settling Subdivisions against Non-Released Parties should not result in additional payments by the Target Released Entities, whether through contribution, indemnification, or any other means; and that this Agreement meets the requirements of applicable law or doctrine that reduces or discharges a released party’s liability to any other parties.
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Contribution, Indemnification, Non-Party Settlement and Claim-Over 
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Related to Contribution, Indemnification, Non-Party Settlement and Claim-Over

  • Indemnification; Third Party Claims The Company shall indemnify the Purchaser and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Company to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Company immediately shall notify the Purchaser if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Purchaser) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser in respect of such claim. The Company shall follow any written instructions received from the Purchaser in connection with such claim. The Purchaser promptly shall reimburse the Company for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Company's indemnification pursuant to Section 3.03, or the failure of the Company to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.