Indemnification by HDA Clause Samples

Indemnification by HDA. Subject to the provisions of this Article ---------------------- VIII, HDA agrees to indemnify, defend and hold the Company and the Existing Shareholders and their respective employees, agents, directors, officers, heirs, representatives, successors and assigns (such persons are hereinafter collectively referred to as the "Company's Indemnified Persons"), harmless from and against any and all Losses that the Company's Indemnified Persons may suffer, sustain, incur or become subject to arising out of or due to: (a) any inaccuracy of any representation of HDA in this Agreement or in any Schedule hereto; (b) the breach of any warranty of HDA in this Agreement or any Schedule hereto; (c) the nonfulfillment of any covenant, undertaking, agreement or other obligation of HDA under this Agreement or any Schedule hereto, not otherwise waived by the Company and the Existing Shareholders; and (d) any act or occurrence related to the Business and the Assets accruing or arising after the Closing, except the Excluded Liabilities.
View SourceView Similar (4)
Indemnification by HDA. Subject to the provisions of this ---------------------- Article VIII, HDA agrees to indemnify, defend and hold the Existing Shareholders and their respective heirs, representatives, successors and assigns (such persons are hereinafter collectively referred to as the "Existing Shareholders' Indemnified Persons"), harmless from and against any and all Losses that the Existing Shareholders' Indemnified Persons may suffer, sustain, incur or become subject to arising out of or due to: (a) any inaccuracy of any representation of HDA in this Agreement or in any Schedule hereto; (b) the breach of any warranty of HDA in this Agreement or any Schedule hereto; and (c) the nonfulfillment of any covenant, undertaking, agreement or other obligation of HDA under this Agreement or any Schedule hereto, not otherwise waived by the Existing Shareholders.
View SourceView Similar (3)
Indemnification by HDA. 29 8.3 Survival of Representations, Warranties and Covenants.......................... 29 8.4 Threshold; Deductible.......................................................... 29 8.5 Notice and Opportunity to Defend............................................... 29 8.6
View SourceView Similar (3)
Indemnification by HDA. Notwithstanding the Closing but subject to Section 10.5, HDA hereby agrees to indemnify and hold Buyer harmless against and with respect to, and shall reimburse Buyer for: (a) any and all losses, liabilities, or damages resulting from any untrue representation, breach of warranty, or nonfulfillment of any covenant by HDA contained herein or in any certificate, document, or instrument delivered to Buyer hereunder; (b) any and all losses, liabilities or damages resulting from the threatened claims and legal actions described in Section 8 of Schedule 1 to the Officer's Certificate of the Company and HDA dated as of August 30, 1996 delivered at the closing under the First Purchase Agreement; (c) any and all losses, liabilities, or damages resulting from any claim by A▇▇▇▇▇ Capital Corporation relating to the matters alleged in its letter dated October 29, 1996 to M▇. ▇▇▇▇ ▇▇▇▇▇▇▇; (d) any and all losses, liabilities, or damages resulting from any claim that any current use of the property described on Schedule 3.7 to the First Purchase Agreement in which the Company has a 17.96% ownership interest does not comply with applicable deed restrictions or zoning requirements; provided that Buyer uses commercially reasonable efforts to mitigate any such losses, liabilities or damages; (e) any and all out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment, or judgment incident to the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity; and (f) in the event of an early termination of the Company's (PAGE)21 leasehold interest under the Studio Lease Agreement resulting from any order by the Puerto Rico Racing Board, (i) any out-of-pocket costs not to exceed $150,000 of relocating the Company's studio to another facility, plus (ii) the rent differential between (A) rent payable under the Studio Lease Agreement for the remainder of the five-year term then in effect at the time of termination, and (B) rent payable by the Company for a replacement studio not to exceed 8,000 square feet for the same period; provided, however, that if the Company enters into a lease for a replacement studio in excess of 8,000 square feet, then HDA's reimbursement obligation shall apply only to that portion of the space equal to 8,000 square feet.
View Source
Indemnification by HDA. Subject to the provisions of this ---------------------- Article VIII, HDA agrees to indemnify, defend and hold the Selling Parties and their respective heirs, representatives, agents, successors and assigns (such persons are hereinafter collectively referred to as the "Selling Parties' Indemnified Persons"), harmless from and against any and all Losses that Selling Parties' Indemnified Persons may suffer, sustain, incur or become subject to arising out of or due to: (a) the breach of any representation or warranty of HDA in this Agreement and (b) the nonfulfillment of any covenant, undertaking, agreement or other obligation of HDA under this Agreement, not otherwise waived by the Selling Parties.
View Source

Related to Indemnification by HDA

  • Indemnification by ▇▇▇▇▇ ▇▇▇▇▇ agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by ▇▇▇▇▇ to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that ▇▇▇▇▇ has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by ▇▇▇▇▇▇ The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by ▇▇▇▇▇▇▇ Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification by ▇▇▇▇▇▇▇▇ The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by ▇▇▇▇▇▇▇▇▇ The Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees.