Indemnification by Apollo Clause Samples
The "Indemnification by Apollo" clause requires Apollo to compensate or protect another party from losses, damages, or liabilities arising from specific actions or omissions related to the agreement. Typically, this means that if a third party brings a claim against the other party due to Apollo's conduct, Apollo will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party benefiting from indemnification is not financially harmed by issues for which Apollo is responsible.
Indemnification by Apollo. (i) Apollo agrees to indemnify and hold harmless each Vail Indemnified Party from and against all Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or preliminary, final or summary prospectus covering the Vail Equity, or in any amendment or supplement thereto, or in any document incorporated by reference into any of the foregoing or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if, and only to the extent, such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Vail or its representatives by or on behalf of Apollo for use in the preparation of such Registration Statement, preliminary, final or summary prospectus or such amendment or supplement thereto, or such document incorporated by reference. This indemnity will be in addition to any liability which Apollo may otherwise have. Apollo will also indemnify the underwriter(s), selling broker(s), dealer manager(s) and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided above with respect to the indemnification of a Vail Indemnified Party.
(ii) Apollo also agrees to indemnify and hold harmless any Vail Indemnified Party to the same extent as provided in clause (i) above from and against all Losses arising out of any action or proceeding brought against any Vail Indemnified Party in connection with the distribution or proposed distribution of Vail Equity to the holders of Apollo Stock; provided, however, that this Section 8.1(b)(ii) shall not apply to any Losses for which Vail is responsible as provided in Section 8.1(c) of this Agreement.
(iii) If any action or proceeding (including any governmental investigation or inquiry) is brought or asserted against a Vail Indemnified Party in respect of which indemnity may be sought from Apollo, such Vail Indemnified Party will promptly notify Apollo in writing of the commencement of such action and Apollo shall assume the defense thereof and have primary control over any related suit or proceeding, including the employment of legal counsel and the payment of all expenses in connection therewith; provided, however, t...
Indemnification by Apollo. APOLLO agrees to indemnify, defend and hold harmless ESTABLISHMENT, its officers, agents, and employees from any and all liability, loss (including reasonable attorneys’ fees) or damage they may suffer as the result of claims, demands, costs or judgments against them arising out of the negligence, recklessness or willful misconduct on the part of APOLLO, its officers, agents, employees, contractors or consultants in connection with this Agreement.
Indemnification by Apollo. From and after the Closing Date, subject to the other provisions of this Article VII, Apollo shall indemnify the Sellers and their respective officers, directors, employees and Affiliates (collectively, the “Indemnified RCS Parties”) and to hold each of them harmless from and against any and all Damages suffered, paid or incurred by such Indemnified RCS Party arising out of, resulting from or caused by: (i) any breach of any of the representations and warranties made by Apollo in Article III as if such representation or warranty was made as of the Closing (except in the case of representations and warranties which by their terms speak only as of a specific date or dates, in which case as of such date or dates); or (ii) any breach by Apollo of any covenant or agreement of Apollo contained in this Agreement.
Indemnification by Apollo. Apollo shall indemnify, defend and hold harmless each of WCRF, any subsidiary or affiliate thereof and each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, a shareholder, officer, director or partner of WCRF, any subsidiary or affiliate thereof or an employee of WCRF, any subsidiary or affiliate thereof and their respective heirs, legal representatives, successors and assigns (the “WCRF Indemnified Parties”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual third party claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of (i) any material breach of this Agreement by Apollo or any subsidiary or affiliate thereof, including but not limited to failure of any representation or warranty to be true and correct at or before the Closing, or (ii) any willful or negligent act, omission or conduct of any officer, director or agent of Apollo or any subsidiary or affiliate thereof prior to the Closing, whether asserted or claimed prior to, at or after, the Closing. Any WCRF Indemnified Party wishing to claim indemnification under this Section 8.02, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Apollo in writing, but the failure to so notify shall not relieve Apollo from any liability that it may have under this Section 8.02, except to the extent that such failure would materially prejudice Apollo.
Indemnification by Apollo. (a) Apollo shall hold harmless and indemnify each of the ReShape Indemnitees from and against, and shall compensate and reimburse each of the ReShape Indemnitees for, any Damages that are suffered or incurred by any of the ReShape Indemnitees that arise out of or result from:
(i) any breach of any representation or warranty made by Apollo in any of the Transactional Agreements;
(ii) any breach of any covenant or obligation of Apollo contained in any of the Transactional Agreements; and
(iii) any Excluded Apollo Liability.
Indemnification by Apollo. (a) From and after the Closing Date, subject to the other provisions of this Article VII, Apollo shall indemnify the Sellers and their respective officers, directors, employees and Affiliates (collectively, the “Indemnified RCS Parties”) and to hold each of them harmless from and against any and all Damages suffered, paid or incurred by such Indemnified RCS Party arising out of, resulting from or caused by: (i) any breach of any of the representations and warranties made by Apollo in Article III as if such representation or warranty was made as of the Closing (except in the case of representations and warranties which by their terms speak only as of a specific date or dates, in which case as of such date or dates); or (ii) any breach by Apollo of any covenant or agreement of Apollo contained in this Agreement.
(b) Notwithstanding anything to the contrary contained in this Section 7.2, except with respect to actual and intentional fraud or breaches of representations and warranties contained in Sections 3.1, 3.2 and 3.7 as to which the limitations of this Section 7.2(b) shall not apply, the Indemnified RCS Parties shall be entitled to indemnification pursuant to Section 7.2(a)(i):
(i) only if, and then only to the extent that, the aggregate Damages to all Indemnified RCS Parties (without duplication), with respect to all claims for indemnification pursuant to Section 7.2(a)(i), exceed the amount of the Deductible, whereupon (subject to the provisions of clause (ii) below) Apollo shall be obligated to pay in full all such amounts but only to the extent such aggregate Damages are in excess of the amount of the Deductible; and
(ii) only with respect to claims for indemnification in respect of which notice of the inaccuracy or breach giving rise to such claim shall have been given to Apollo on or before the date that is eighteen (18) months after the Closing Date. In addition, Apollo shall not be liable for indemnification pursuant to Section 7.2(a)(i) with respect to any De Minimis Damages suffered, paid or incurred by an Indemnified RCS Party, and all De Minimis Damages shall be disregarded for purposes of the Deductible (it being understood and agreed that in the event any Damage is greater than the threshold for a De Minimis Loss, no portion of such Damage shall be disregarded pursuant to this sentence).
Indemnification by Apollo. Apollo and its successors and assigns (collectively, the “Apollo Group”) shall defend, indemnify, and hold harmless CMU and its trustees, officers, employees and attorneys from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses) incurred by or imposed upon any of CMU and/or its trustees, officers, employees and attorneys in connection with any claim, suit, action or demand arising out of or relating to any misrepresentation by Apollo under (i) Section 9.1 or (ii) Apollo Group’s use of, disposition of, or conduct regarding the Transferred Assets and/or the Funded Patent and/or the CMU Trademark, including but not limited to, any claims of product liability, personal injury (including, but not limited to, death), damage to property or violation of any laws or regulations including, but not limited to, claims of active or passive negligence.
Indemnification by Apollo. In connection with any Registration Statement in which Apollo is participating, Apollo shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statement therein not misleading, to the extent that such untrue statement or omission is based upon any information so furnished in writing by Apollo to the Company expressly for use in such Registration Statement or Prospectus or by Apollo's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto (to the extent Apollo is required to do so under applicable securities laws) after the Company has furnished Apollo with a sufficient number of copies of the same. In no event shall the liability of Apollo be greater in amount than the dollar amount of the proceeds (net of the payment of all expenses) received by Apollo upon the sale of the Registrable Common Stock giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such Persons expressly for use in any Prospectus or Registration Statement.
Indemnification by Apollo. Apollo shall indemnify, defend and hold harmless DGMAC, its controlling persons, if any, directors, officers, employees, agents and permitted assigns (each, a “DGMAC Party”) from and against all liabilities, claims, damages, losses and expenses (including, but not limited to, court costs and reasonable attorneys’ fees) of any kind or nature (collectively referred to as “Damages”), of third parties caused by or arising in connection with the performance of the Services, except to the extent that Damages were caused directly or indirectly by the gross negligence of any DGMAC Party.
Indemnification by Apollo. Apollo shall indemnify, defend and hold harmless AHPC and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, an "AHPC Indemnified Party") from and against any Liability which the AHPC Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Apollo of any representation or warranty contained in Article 7 of this Agreement; (ii) any negligent act or omission or intentional misconduct by Apollo or any of its Affiliates in performing any of its obligations hereunder; or (iii) the successful enforcement by an AHPC Indemnified Party of its rights under this Section 9.2. Notwithstanding the foregoing, Apollo shall have no obligation under this Agreement to indemnify, defend, or hold harmless any AHPC Indemnified Party with respect to claims, demands, costs or judgments which result from willful misconduct or negligent acts or omissions of AHPC, its Affiliates, or any of their respective employees, officers, directors or agents.