General Indemnification Rules Clause Samples

General Indemnification Rules. The obligations of an Indemnifying Party to indemnify an Indemnified Party in respect of Claims shall also be subject to the following: (a) without limiting the generality of Sections 6.1, 6.2 and 6.3, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.5; (b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Shareholder under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2; (d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim in cash, or (ii) by transferring to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and (e) in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
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General Indemnification Rules. The obligations of the Parties in respect of indemnification shall include the following: (i) neither Party shall negotiate, settle or compromise any non-monetary element of any Third Party Claim except with the prior written consent of the other Party (which consent shall not be unreasonably withheld); (ii) the obligations of an Indemnifying Party to indemnify an Indemnified Party in respect of Indemnification Claims are subject to the Indemnified Party not permitting any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim; (iii) the Indemnified Party and the Indemnifying Party shall cooperate with each other with respect to Third Party Claims and shall keep each other advised with respect thereto. (including supplying copies of all relevant documentation promptly as it becomes available); and (iv) the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the reasonable opinion of the Indemnified Party, have a material adverse impact on the Indemnified Party.
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General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Article 4, such representation and warranty terminated; (2) The obligation to indemnify set forth in Sections 9.1, 9.2, 9.3, 9.4 and 9.5 shall be applicable only after an Indemnified Party shall have reasonably accumulated Indemnifiable Damages in an amount in excess of $50,000 in the aggregate. Once the amount of such Indemnifiable Damages reasonably exceeds $50,000, in the aggregate, the obligation to indemnify shall apply with respect to all such Indemnifiable Damages including those Indemnifiable Damages reasonably calculated to reach the amount of $50,000; and (3) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).
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General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following: (1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Section 3.4, such representation or warranty terminated; (2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $[**](35) (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $[**](36). Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation;
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General Indemnification Rules. The obligations of the Indemnifier to indemnify the Indemnified Party in respect of any Loss shall also be subject to the principles set forth in this Section 6.4.
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General Indemnification Rules. The obligations of an Indemnifying Party to indemnify an Indemnified Party in respect of Claims will also be subject to the following: (a) without limiting the generality of Sections 6.1, 6.2 and 6.3, any Claim for breach of any representation, warranty or covenant will be subject to Section 4.4 and 4.5; (b) the Indemnifying Party’s obligation to indemnify the Indemnified Party will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000. Once the aggregate of all Claims exceeds $50,000, the Indemnifying Party will only be liable for any amounts in excess thereof; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Shareholder under this Agreement will be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be $0.2025; (d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim in cash, or (ii) by transferring to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be $0.2025. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser will have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and (e) in no event will any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
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General Indemnification Rules. (a) Except for Section 9.1(d), the indemnification obligations set out in Section 10.1 and Section 9.2 shall be subject to the limitation described in Article 6 respecting the survival of the representations and warranties of the Parties; (b) The Parties acknowledge and agree that the indemnity obligations in Section 9.1(d) shall survive the Closing for an indefinite period of time thereafter; (c) Any Claim for any breach of any of the representations and warranties contained in this Agreement or in any Closing document involving fraud, willful omission, or fraudulent misrepresentations may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Law; (d) The total maximum aggregate liability of the Vendor, as Indemnifying Party hereunder, shall be limited, in the aggregate total, to the sum of the Purchase Price, provided that the foregoing shall not apply to any Claims based on fraud, willful omission, or fraudulent misrepresentation or Claims made pursuant to Section 9.1(d); (e) The total maximum aggregate liability of the Purchaser, as the Indemnifying Party hereunder, shall be limited, in the aggregate total, to the sum of the Purchase Price, provided that the foregoing shall not apply to any Claims based on fraud, willful omission, or fraudulent misrepresentation; (f) Any payment made pursuant to this Article 9 to an Indemnified Party shall be an adjustment to the Purchase Price; and (g) The rights, remedies and recourses of the Purchaser and the Vendor hereunder shall not be affected by the Closing having occurred.
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Related to General Indemnification Rules

  • General Indemnification Borrower shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Parties and directly or indirectly arising out of or in any way relating to any one or more of the following: (a) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (b) any use, nonuse or condition in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (d) any failure of the Property to be in compliance with any applicable Legal Requirements; (e) any and all claims and demands whatsoever which may be asserted against Lender by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants, or agreements contained in any Lease; (f) the holding or investing of the Reserve Accounts in accordance with this Agreement or the performance of the Required Work, Additional Required Repairs or Additional Replacements or (g) the payment of any commission, charge or brokerage fee to anyone which may be payable in connection with the funding of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to Lender hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of Lender. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Lender.

  • General Indemnity A. GRANTEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND SYSTEM AGENCY, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEYS’ FEES, AND EXPENSES ARISING OUT OF OR RESULTING FROM ANY ACTS OR OMISSIONS OF GRANTEE OR ITS AGENTS, EMPLOYEES, SUBCONTRACTORS, ORDER FULFILLERS, OR SUPPLIERS OF SUBCONTRACTORS IN THE EXECUTION OR PERFORMANCE OF THE GRANT AGREEMENT AND ANY PURCHASE ORDERS ISSUED UNDER THE GRANT AGREEMENT. B. THIS PARAGRAPH IS NOT INTENDED TO AND WILL NOT BE CONSTRUED TO REQUIRE GRANTEE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR THE SYSTEM AGENCY FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE SYSTEM AGENCY OR ITS EMPLOYEES. C. FOR THE AVOIDANCE OF DOUBT, SYSTEM AGENCY SHALL NOT INDEMNIFY GRANTEE OR ANY OTHER ENTITY UNDER THE GRANT AGREEMENT.

  • General Indemnities 17.1 Currency In the event of any Finance Party receiving or recovering any amount payable under any of the Security Documents in a currency other than the Currency of Account, and if the amount received or recovered is insufficient when converted into the Currency of Account at the date of receipt to satisfy in full the amount due, the Borrower shall, on the Agent's written demand, pay to the Agent such further amount in the Currency of Account as is sufficient to satisfy in full the amount due and that further amount shall be due to the Agent on behalf of the Finance Parties as a separate debt under this Agreement.