Grant of Indemnity Sample Clauses
A Grant of Indemnity clause obligates one party to compensate the other for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this clause specifies the types of claims covered, such as third-party lawsuits or damages resulting from breaches of contract, and outlines the process for making an indemnity claim. Its core practical function is to allocate risk between the parties, ensuring that the indemnified party is protected from specific financial harms that could result from the actions or omissions of the indemnifying party.
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Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified party in respect of any and all costs, claims, losses, damages and expenses which may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating:
(1) any threatened, pending, or completed claim, demand, inquiry, investigation, action , suit or proceeding, whether formal or informal or brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, independent contractor or stockholder of the Corporation or any of its “Affiliates” (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, employee, independent contractor or stockholder in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation’s employees);
(2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or
(3) any expense, interest, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of legal counsel, experts, accountants, consultants and investigators (before and at trial and in appellate proceedings).
(ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy.
(iii) In no case shall any indemnification be provided under this Agreement to the Indemnified Party by the Corporation in:
(1) Any action or proceeding brought by or in the name or interest of the Indemnified Party against the Corporation; or
(2) Any action or proceeding brought by the...
Grant of Indemnity. After the Closing, the indemnification rights provided in this Article 7 shall be the exclusive remedy of Buyer, Seller and the Buyer Affiliates and Seller Affiliates (as defined below) with respect to the matters contemplated by this Agreement, other than non-monetary remedies sought with respect to the breach of any agreement or covenant contained herein.
Grant of Indemnity. The Corporation shall indemnify and hold harmless the Indemnitee in respect of:
1. any and all Liabilities that may be incurred or suffered by the Indemnitee as a result of or arising out of or in connection with prosecuting, defending, settling or investigating any Proceeding in which the Indemnitee may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnitee is or was an Associate of the Corporation or any of its Affiliates, or served as an Associate in or for any Person at the request of the Corporation (including without limitation service as a trustee or in any fiduciary or similar capacity for or in connection with any employee benefit plan maintained by the Corporation or for the benefit of any of the employees of the Corporation or any of its Affiliates, or service on any trade association, civic, religious, educational or charitable boards or committees);
2. any and all Liabilities that may be incurred or suffered by the Indemnitee as a result of or arising out of or in connection with any attempt (regardless of its success) by any Person to charge or cause the Indemnitee to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; and 1.
3. any and all Expenses that may be incurred or suffered by the Indemnitee as a result of or arising out of or in connection with any matter referred to in the preceding two paragraphs.
Grant of Indemnity. Subject to and upon the terms and conditions of this Agreement, the Corporation hereby agrees to indemnify the Indemnified Party in respect of any and all claims, losses, damages and expenses which may be incurred by the Indemnified Party as a result of or arising out of prosecuting, defending, settling or investigating:
(1) any threatened, pending, or completed action, suit or proceeding (including without limitation that certain action styled Airgas, Inc., et. al. vs. Discount Auto Parts, Inc., et. al., Civil Action File No. CV497-32, in the United States District Court for the Southern District of Georgia, Savannah Division), whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, agent or stockholder of the Corporation or any of its "affiliates" (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, stockholder, agent, employee, salesman, independent contractor, partner, franchisor or joint venturer in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation's employees).
(2) any attempt (regardless of its success) by any person to charge the Indemnified Party with, or to cause the Indemnified Party to be charged with, wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or
(3) any expense, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of counsel (before and at trial and in appellate proceedings and otherwise).
Grant of Indemnity. (a) Indemnification by Seller and Seller Parent. As an inducement to Buyer to enter into this Agreement and the Additional Agreements, and acknowledging that Buyer is relying on the indemnification provided in this Article 7 in entering into this Agreement and the Additional Agreements, each of Seller and Seller Parent agrees, on a joint and several basis, to indemnify, defend and hold harmless Buyer and its Affiliates, parent corporation and subsidiaries, and their respective employees, officers, directors, representatives, agents, counsel, successors and assigns (collectively, “Buyer Affiliates”), from and against any claims, losses, liability, obligations, lawsuits, judgments, settlements, deficiencies, damages, costs or expenses of whatever nature, including, without limitation, interest, penalties, attorneys’ fees, costs of investigation and all amounts paid in defense or settlement of the foregoing, reduced by and to the extent of any insurance proceeds received with respect to any of the foregoing (collectively “Claims and Losses”), suffered or incurred by Buyer or Buyer Affiliates as a result of or in connection with the following: (i) the inaccuracy in any representation or breach of any warranty of Seller contained in this Agreement; (ii) a breach of any obligation, covenant or agreement of Seller or Seller Parent in this Agreement; (iii) any Excluded Asset; (iv) any failure by Seller to satisfy the Retained Liabilities; or (v) Medical Device Products implanted prior to the Closing.
Grant of Indemnity. 32 11.2 Representation, Cooperation and Settlement...32 11.3
Grant of Indemnity. (i) Subject to and upon the terms and conditions of this Agreement, the Corporation shall indemnify and hold harmless the Indemnified Party, his or her heirs, executors, administrators or assigns, to the fullest extent permitted by applicable law, in respect of any and all costs, claims, losses, damages and expenses that may be incurred or suffered by the Indemnified Party as a result of or arising out of prosecuting, defending, settling, investigating, being a witness in, participating in as a party or preparing to defend in connection with:
(1) any threatened, pending or completed claim, demand, inquiry, investigation, action, suit or proceeding, whether formal or informal, or whether brought by or in the right of the Corporation, by a stockholder or an employee of the Corporation or one of the Corporation’s subsidiaries, or by a Plan participant or beneficiary, or otherwise, and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was [the Trustee of the Publix Super Markets, Inc. Employee Stock Ownership Plan and Trust] [the Trustee of the Publix Super Markets, Inc. 401(k) SMART Plan] [a member of the Investment Committee and/or a fiduciary of the Plan, or any successor or replacement committee or plan];
(2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement;
(3) any expense, interest, assessment, fine, tax (including an excise tax), penalties, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement, including without limitation reasonable fees and disbursements of legal counsel, legal assistants, experts, accountants, consultants and investigators (before and at trial, in appellate proceedings and otherwise); or
(4) any federal, state, local, or foreign taxes imposed or sought to be imposed on the Indemnified Party as a result of the actual or deemed receipt of any payments under this Agreement.
(ii) The obligation of the Corporation under this Agreement is not conditioned in any way on any attempt by the Indemnified Party to collect from an insurer any amount under a liability insurance policy.
(iii) Except as otherwis...
Grant of Indemnity. Assignor hereby agrees to defend, indemnify and hold harmless Assignee from and against any and all claims made by, through or under Assignor, Landlord, Administrative Agent, or others arising out of Assignor’s leasehold interest in the Lease, or growing out of or in connection with the Leased Premises, or Assignor’s interest in the SNDA, for the period that Assignor is “tenant” under the Lease up to the date that immediately precedes the Assignment Date. Defense of any such claim shall be provided by legal counsel selected by Assignor and reasonably satisfactory to Assignee at Assignor’s cost and expense. As of the Assignment Date, Assignee hereby agrees to defend, indemnify and hold harmless Assignor from any and all claims made by, through or under Assignee, Landlord, Administrative Agent, or others arising out of Assignee’s leasehold interest in the Lease, or growing out of or in connection with the Leased Premises, or Assignee’s interest in the SNDA. Defense of any such claim shall be provided by legal counsel selected by Assignee and reasonably satisfactory to Assignor at Assignee’s cost and expense.
Grant of Indemnity. Each Shareholder severally, and not jointly, agrees to indemnify, defend and hold ProMedCo and ProMedCo-Sarasota and their Affiliates, and subsidiaries, and its and their respective employees, representatives, officers and agents, harmless from and against any claims, losses, settlement payments, liability, obligations, lawsuits, deficiencies, encumbrances, damages or expense of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including (without limitation) interest, penalties, attorneys' fees, costs of investigation and all amounts paid in defense or settlement of the foregoing, suffered or incurred by ProMedCo or ProMedCo-Sarasota as a result of the occurrence of any of the following:(i) a breach of any obligation, representation, warranty, covenant or agreement made by such Shareholder in this Agreement or any agreement referred to herein or because any representation or warranty by such Shareholder contained herein, in any document furnished or required to be furnished pursuant to this Agreement by such Shareholder to ProMedCo or ProMedCo-Sarasota or any of their representatives shall be false when made or given; and (ii) costs and expenses (including reasonable attorneys' fees) incurred by ProMedCo and ProMedCo-Sarasota in connection with any demand, action, suit, proceeding, assessment or judgment incident to any of the foregoing. The liability of any Shareholder under this ss. 11.1 shall be limited to the amount of Consideration paid or payable to such Shareholder hereunder.
Grant of Indemnity. Subject to and upon the terms and conditions of this Agreement, the Corporation hereby agrees to indemnify the Indemnified Party in respect of any and all claims, losses, damages and expenses which may be incurred by the Indemnified Party as a result of or arising out of:
(1) any threatened, pending, or completed action, suit or proceeding, whether brought by or in the right of the Corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which the Indemnified Party may be or may have been involved as a party or otherwise, arising out of the fact that the Indemnified Party is or was a director, officer, employee, agent or stockholder of the Corporation or any of its "Affiliates" (as such term is defined in the rules and regulations promulgated by the Securities and Exchange Commission under the Securities Act of 1933), or served as a director, officer, stockholder, agent, employee, salesman, independent contractor, partner, franchisor or joint venturer in or for any person, firm, partnership, corporation or other entity at the request of the Corporation (including without limitation service in any capacity for or in connection with any employee benefit plan maintained by the Corporation or on behalf of the Corporation's employees).
(2) any attempt (regardless of its success) by any person to charge or cause the Indemnified Party to be charged with wrongdoing or with financial responsibility for damages arising out of or incurred in connection with the matters indemnified against in this Agreement; or
(3) any expense, assessment, fine, tax, judgment or settlement payment arising out of or incident to any of the matters indemnified against in this Agreement including reasonable fees and disbursements of counsel (before and at trial and in appellate proceedings).