Indemnification and Related Provisions Clause Samples

Indemnification and Related Provisions. 35 SECTION 10.2
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Indemnification and Related Provisions. 68 9.1. Survival of Representations, Warranties, Covenants and Agreements 68 9.2. Survival of Section 9.3(a)(ii) 68 9.3. Indemnification of Purchaser Indemnified Parties 68 9.4. Limitations on Indemnification 69 9.5. Indemnification Claims Procedure 70 9.6. No Contribution 73 9.7. Third Party Actions 73 9.8. Treatment of Indemnification Payments 73 9.9. Exercise of Remedies Other Than By Purchaser 73 9.10. Exclusive Remedy 73 9.11. Release 74 10. MISCELLANEOUS PROVISIONS 74 10.1. Further Assurances 74 10.2. Fees and Expenses 74 10.3. Attorneys' Fees 74 10.4. Notices 75 10.5. Headings 76 10.6. Governing Law; Dispute Resolution 76 10.7. Successors and Assigns 77 10.8. Waiver 77 10.9. Amendments 77 10.10. Severability 77 10.11. Parties in Interest 77 10.12. Entire Agreement 77 10.13. Legal Representation 77 10.14. Sellers' Representative 78 10.15. Construction 79 10.16. Counterparts; Electronic Signature 80 10.17. Remedies 80 EXHIBIT A A-1 THIS SHARE PURCHASE AGREEMENT is made and entered into as of September 20, 2018, by and among: Adobe Systems Incorporated, a Delaware corporation (“Purchaser”), Milestone Topco, Inc., a Delaware corporation (the “Company”), Vista Equity Partners Fund V, L.P., a Delaware limited partnership (“VEPF V”), Vista Equity Partners Fund V-A, L.P., a Cayman Island exempted limited partnership (“VEPF V-A”), Vista Equity Partners Fund V-B, L.P., a Cayman Island exempted limited partnership (“VEPF V-B”), VEPF V FAF, L.P., a Delaware limited partnership (“VEPF V FAF”), Vista Equity Partners Fund V Executive, L.P., a Delaware limited partnership (“VEPF V Executives”), Vista Equity Associates V, LLC, a Delaware limited liability company (“VEPF V Associates” and together with VEPF V, VEPF V-A, VEPF V-B, VEPF V FAF and VEPF V Executives, the “VEPF V Entities”), Vista Equity Partners Fund VI, L.P., a Cayman Island exempted limited partnership (“VEPF VI”), Vista Equity Partners Fund VI-A, L.P., a Cayman Island exempted limited partnership (“VEPF VI-A”), VEPF VI FAF, L.P., a Cayman Island exempted limited partnership (“VEPF VI FAF” and together with VEPF VI, VEPF VI-A and the VEPF V Entities, “Sellers” and each, a “Seller”), and Vista Equity Partners Management, LLC, a Delaware limited liability company, solely in its capacity as the Sellers’ Representative (as defined below). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
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Indemnification and Related Provisions 
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Related to Indemnification and Related Provisions

  • Indemnification and Related Matters Section 8.01

  • Indemnification and Exculpation 29.1 Tenant agrees to indemnify, save, defend and hold Landlord harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses (including without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same (collectively, “Claims”) arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building or the Property arising directly or indirectly out of Tenant’s or Tenant’s employees’, agents’ or guests’ use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by Landlord’s (or any of its agents’, employees’ or contractors’) willful misconduct or primarily attributable to Landlord’s (or any of its agents’, employees’ or contractors’) gross negligence. 29.2 Notwithstanding any provision of Section 29.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including, without limitation, loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including, without limitation, broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this Section 29.2. 29.3 Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or the Project, or of any other third party not under the control of Landlord or otherwise in privity of contractual indemnity with Landlord. 29.4 Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts, Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage. 29.5 The provisions of this Article 29 shall survive the expiration or earlier termination of this Lease.

  • Indemnification of NCPS From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.

  • 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.

  • Indemnification Provisions Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.