Indemnification and Resolution of Certain Disputes Sample Clauses

Indemnification and Resolution of Certain Disputes. SECTION 10.1 Indemnification in Favor of Buyer 60 SECTION 10.2 Indemnification in Favor of Sellers 62 SECTION 10.3 Certain Limitations and Other Matters Regarding Claims 62 SECTION 10.4 Certain Survival Period 64 SECTION 10.5 Notice of Claims and Procedures 65 SECTION 10.6 Materiality Qualifiers 66 SECTION 10.7 Effect of Purchase Price Calculation 67 SECTION 10.8 Indemnification Adjusts Purchase Price for Tax Purposes 67 SECTION 10.9 Reconciliation Escrow Amount and Indemnification Escrow Amount 67 SECTION 11.1 Termination of Agreement 67 SECTION 11.2 Procedure Upon Termination 68 SECTION 11.3 Effect of Termination 68 SECTION 12.1 Payment of Sales, Use or Similar Taxes 69 SECTION 12.2 Expenses 69 SECTION 12.3 Entire Agreement 69 SECTION 12.4 Amendments and Waivers 69 SECTION 12.5 Governing Law 69 SECTION 12.6 Jurisdiction and Venue 70 SECTION 12.7 Notices 70 SECTION 12.8 Severability 73 SECTION 12.9 Binding Effect; Assignment; Third Party Beneficiaries 73 SECTION 12.10 Counterparts 74 SECTION 12.11 Waiver of Jury Trial 74 SECTION 12.12 Representative 74 SECTION 12.13 Legal Representation 76 SECTION 12.14 Performance 76 Exhibit A Units and Blocker Interests Exhibit B Net Working Capital Exhibit C Form of LTIP Cancellation Agreement Exhibit D Form of Escrow Agreement Exhibit E Payment Schedule Exhibit F Charter for Applegate Farms Advisory Committee This PURCHASE AGREEMENT (as amended or modified from time to time, this “Agreement”), dated as of May 26, 2015, is by and among (i) Hormel Foods Corporation, a Delaware corporation (“Buyer”), (ii) Applegate Farms, LLC, a Delaware limited liability company (the “Company”), (iii) the Management Sellers (as defined below), ▇▇▇▇▇▇, Inc., a New Jersey corporation (“▇▇▇▇▇▇”), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (together with the Management Sellers and ▇▇▇▇▇▇, the “Unit Sellers”), SPC Partners IV, L.P. (“SPC”) and K&E Investment Partners, L.P. (together with SPC, the “Blocker Sellers” and, together with the Unit Sellers, the “Sellers”), and (iv) Applegate Investment Corporation, a Delaware corporation (the “Blocker”).
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Indemnification and Resolution of Certain Disputes. Indemnification by the Seller 17 7.2 Indemnification by Buyer 17 7.3 Certain Limitations and Other Matters Regarding Claims 17 7.4 Certain Survival Periods 18 7.5 Notice of Claims and Procedures 19 7.6 Right of Set Off 20 8.1 Notices 20 8.2 Expenses 21 8.3 Interpretation; Construction 21 8.4 Parties in Interest; No Third Party Beneficiaries 22 8.5 Governing Law 22 8.6 Jurisdiction, Venue and Waiver of Jury Trial 22 8.7 Entire Agreement; Amendment; Waiver 22 8.8 Assignment; Binding Effect 23 8.9 Severability; Blue Pencil 23 8.1 Counterparts 23 8.11 Disclosure Schedules ARTICLE 9 CERTAIN DEFINITIONS 23 Schedule 3.1 Organization and Good Standing Schedule 3.2(c) Consents Schedule 3.4 Compliance with Law Schedule 3.6(a) Intellectual Property Schedule 3.6(c) Intellectual Property Schedule 3.6(d) Intellectual Property Schedule 3.10 Computer Systems Schedule 3.11 Data and Privacy
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Indemnification and Resolution of Certain Disputes. 48 8.1 Indemnification of the Buyer Entities 48 8.2 Indemnification of Sellers 49
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Indemnification and Resolution of Certain Disputes. 39 8.1 Indemnification by Seller 39 8.2 Indemnification by Buyer 39 8.3 Certain Limitations and Other Matters Regarding Claims 39 8.4 Certain Survival Periods 40 8.5 Notice of Claims and Procedures 40 8.6 Materiality Qualifiers 41 8.7 Reduction for Insurance, Taxes and Other Offsets 41 8.8 Effect of Purchase Price Adjustment 42 8.9 Indemnification Adjusts Purchase Price for Tax Purposes 42 8.10 Certain Disclaimers 42 ARTICLE 9 CERTAIN GENERAL TERMS AND OTHER AGREEMENTS 42 9.1 Notices 42 9.2 Expenses 43 9.3 Interpretation; Construction 43
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Indemnification and Resolution of Certain Disputes 
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Related to Indemnification and Resolution of Certain Disputes

  • Indemnification of Certain Expenses The Company shall indemnify Indemnitee against all expenses incurred in connection with any hearing or proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.

  • 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.

  • Indemnification of City The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any damage or injury or death, to any person or property that may occur, or that may be alleged to have occurred, in the course of the use of the Premises by the Permittee, and also whether such claims be made by an owner, officer, principal, employee, or a contractor or its employees, of the Permittee, or by any third party, also including Event and Festival licensees and vendors, their owners, principals, employees, and their contractors and contractor’s employees, and by members of the public, and whether or not it shall be claimed that the damage or injury or death was caused through the negligent act or omission in whole or in part of the City and/or its officers and/or employees. The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any liability of the City, including such that may arise under U.S. Copyright Laws, to all music licensing agencies (including but not limited to SESAC, BMI and ASCAP) and any other third parties resulting from or accruing from Permittee’s unlicensed authorization, sponsoring or presenting recorded or live music on City property or in City buildings or facilities. The Permittee shall, at the Permittee’s own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment shall be rendered against the City and/or its officers and/or its employees in any such action, or actions, the Permittee, at the Permittee’s own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee for any liability, claims, suits, etc., arising from action by officers of the Bethlehem Police Department.

  • Payments on Termination and Survival of Certain Rights and Obligations Payments to the Advisor pursuant to this Section 13.03 shall be subject to the 2%/25% Guidelines to the extent applicable. (i) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination (A) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Agreement and (B) the Subordinated Performance Fee Due Upon Termination, provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee. (ii) The Advisor shall promptly upon termination: (a) pay over to the Company all money collected pursuant to this Agreement, if any, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; (b) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; (c) deliver to the Board all assets and documents of the Company then in the custody of the Advisor; and (d) cooperate with the Company to provide an orderly transition of advisory functions.

  • Indemnification of Fund ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Fund and each person who has been, is, or may hereafter be a Trustee of the Fund against expenses reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of any misrepresentation or omission to state a material fact, or out of any alleged misrepresentation or omission to state a material fact, on the part of ▇▇▇▇▇▇ or any agent or employee of ▇▇▇▇▇▇ or any other person for whose acts ▇▇▇▇▇▇ is responsible or is alleged to be responsible unless such misrepresentation or omission was made in reliance upon written information furnished by the Fund. ▇▇▇▇▇▇ also agrees likewise to indemnify and hold harmless the Fund and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of ▇▇▇▇▇▇’▇ (or an affiliate of ▇▇▇▇▇▇’▇) failure to exercise reasonable care and diligence with respect to its services rendered in connection with investment, reinvestment, automatic withdrawal and other plans for shares. The term “expenses” includes amounts paid in satisfaction of judgments or in settlements which are made with ▇▇▇▇▇▇’▇ consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Fund or a Trustee may be entitled as a matter of law.