Further Provisions Regarding Indemnification Clause Samples

The "Further Provisions Regarding Indemnification" clause serves to elaborate on and clarify the terms under which one party agrees to compensate the other for certain losses or liabilities. It typically outlines additional procedures, limitations, or requirements related to indemnification, such as notice periods for claims, the process for handling third-party claims, or caps on liability. By providing these extra details, the clause ensures both parties have a clear understanding of their rights and obligations, reducing the risk of disputes and ensuring that indemnification processes are handled efficiently and fairly.
Further Provisions Regarding Indemnification. 32 8.1. Survival.....................................................32 8.2. Limitations..................................................33 ARTICLE IX. MISCELLANEOUS................................................33 9.1. Notices......................................................33 9.2. Entire Agreement.............................................34 9.3. Successors; Assignment.......................................35 9.4. Further Assurances...........................................35 9.5. Headings.....................................................35 9.6. Disclosure Schedules.........................................35 9.7. Waiver.......................................................35 9.8. Severability.................................................36 9.9. Governing Law and Consent to Jurisdiction....................36 9.10. Counterparts.................................................36 9.11. Definition of Knowledge......................................36 9.12. No Third-Party Beneficiaries.................................36 9.13. Expenses.....................................................36 Exhibits -------- Exhibit A Warrantholder Warrant Agreement Exhibit B FBC Guaranties Exhibit C Guarantor Warrant Agreement Exhibit D FBC Debt Obligations Exhibit E Preferred Stock Terms Exhibit F Registration Rights Agreement This AGREEMENT AND PLAN OF MERGER, dated as of November 16, 2004 (this "Agreement"), is by and among EC Power, Inc., a Delaware corporation ("EC Power"), EC Power Acquisition Corp., a New York corporation and a wholly-owned subsidiary of EC Power ("Newco" and, together with EC Power, the "EC Power Parties"), and FBC Technologies, Inc., a New York corporation ("FBC").
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Further Provisions Regarding Indemnification. 21 (a) Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 (b) Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 (c) Defense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 (d) Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 (e) Calculation of Damages . . . . . . . . . . . . . . . . . . . . . . . . 22 (f) Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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Further Provisions Regarding Indemnification. 29 14. Termination...................................................................... 30 14.1.
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Further Provisions Regarding Indemnification. An indemnified party shall promptly give written notice to the indemnifying party after the indemnified party has knowledge that any legal proceeding has been instituted or any claim has been asserted in respect of which indemnification may be sought under the provisions of Section 8 or 9. If the indemnifying party, within 10 days after the indemnified party has given such notice (or within such shorter period of time as an answer or other responsive motion may be required), shall have acknowledged in writing his or its obligation to indemnify and shall have furnished to the indemnified party a bond, letter of credit, escrow or similar arrangement reasonably acceptable to the indemnified party in an amount equal to the total amount demanded in such claim or proceeding, then the indemnifying party shall have the right to control the defense of such claim or proceeding, and the indemnified party shall not settle or compromise such claim or proceeding without the written consent of the indemnifying party, which consent shall not unreasonably be withheld or delayed. The indemnified party may in any event participate in any such defense with his or its own counsel (the fees and expenses of which shall be at his or its own expense if the indemnifying party has satisfied the requirements of the preceding sentence and so long as the indemnifying party continues to diligently defend such matter).
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Further Provisions Regarding Indemnification. 19 (a) Survival.....................................................................19 (b) Limitations..................................................................20 (c) Defense......................................................................20
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Further Provisions Regarding Indemnification 
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Related to Further Provisions Regarding Indemnification

  • Limitations Regarding Indemnification (a) The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for a Covered Environmental Loss under Section 3.1(a)(ii) related to any Transaction Agreement until such time as the aggregate amount of all Covered Environmental Losses related to such Transaction Agreement in such calendar year exceeds the applicable annual environmental deductible set forth on Schedule IX (the “Annual Environmental Deductible”), at which time the Delek Entities shall be obligated to indemnify the Partnership Group for the amount of Covered Environmental Losses under Section 3.1(a)(ii) related to such Transaction Agreement that are in excess of the applicable Annual Environmental Deductible that are incurred by the Partnership Group in such calendar year. The Delek Entities shall not, in any calendar year, be obligated to indemnify, defend and hold harmless the Partnership Group for any individual Loss under Section 3.2 related to any Transaction Agreement until such time as the aggregate amount of all Losses under Section 3.2 related to such Transaction Agreement that are in such calendar year exceeds the applicable annual ROW deductible set forth on Schedule IX (the “Annual ROW Deductible”), at which time the Delek Entities shall be obligated to indemnify the Partnership Group for all Losses under Section 3.2 related to such Transaction Agreement in excess of the applicable Annual ROW Deductible that are incurred by the Partnership Group in such calendar year. (b) For the avoidance of doubt, there is no monetary cap on the amount of indemnity coverage provided by any Indemnifying Party under this Article III. (c) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY’S INDEMNIFICATION OBLIGATION HEREUNDER COVER OR INCLUDE CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR SIMILAR DAMAGES OR LOST PROFITS SUFFERED BY ANY OTHER PARTY ENTITLED TO INDEMNIFICATION UNDER THIS AGREEMENT. (d) THE FOREGOING INDEMNITIES ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, CONCURRENT, ACTIVE OR PASSIVE NEGLIGENCE, STRICT LIABILITY OR FAULT OF ANY OF THE INDEMNIFIED PARTIES.

  • Funding Indemnification If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made on the date specified by the Borrower for any reason other than default by the Lenders, the Borrower will indemnify each Lender for any loss or cost incurred by it resulting therefrom, including, without limitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance.

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.

  • Survival of Representations Indemnification 4.1 Survival of Representations. All representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any party for a period not to exceed 180 days.

  • Custodian’s Indemnification The Servicer as custodian shall indemnify the Trust, the Owner Trustee, and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Indenture Trustee.