INDEMNIFICATION BY LTC Sample Clauses

INDEMNIFICATION BY LTC. Except as otherwise expressly set forth in a Related Agreement, LTC shall indemnify, defend and hold harmless Healthcare and its directors, officers, employees, agents and Affiliates and each of the heirs, executors, successors and assigns of any of the foregoing (the "Healthcare Indemnitees") from and against the LTC Retained Liabilities and any and all losses, Liabilities, damages, including, without limitation, the costs and expenses of any and all Actions, threatened Actions, demands, assessments, judgments, settlements and compromises relating to the LTC Retained Liabilities and attorneys' fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened Actions (collectively, "Healthcare Indemnifiable Losses" and, individually, a "Healthcare Indemnifiable Loss") of the Healthcare Indemnitees arising out of or due to the failure or alleged failure of LTC or any of its Affiliates (i) prior to or after the Distribution Date to pay, perform or otherwise discharge in due course any of the LTC Retained Liabilities, or (ii) comply with the provisions of Section 6.04.
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INDEMNIFICATION BY LTC. 24 10.3 Set Off.............................................................................................25
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INDEMNIFICATION BY LTC. During the period commencing on the Closing Date and ending on the second anniversary thereof, LTC agrees to indemnify and hold harmless the Selling Parties at all times against and in respect of (i) all losses, liabilities, costs and expenses (including reasonable attorneys' fees) which are caused by any breach of the representations, warranties, covenants or agreements of LTC set forth in this Agreement, (ii) any liabilities that accrue after the Closing Date in connection with the operation of the Purchased Assets and (iii) those liabilities arising after the Closing Date related to the Assumed Liabilities set forth in Schedule 1.3, including, but not limited to liabilities under the Leases assigned to LTC; provided, that such two-year limitation shall not apply to liabilities under the Leases assigned to LTC; and provided further, that if on such second anniversary there is pending any claim by the Selling Parties for indemnification hereunder, then such two-year period shall be extended with respect to such claim until such matter is resolved and payment, if any, is made to the Selling Parties. The Selling Parties shall promptly notify LTC in writing of all matters which may give rise to the right to indemnification hereunder, it being understood that if LTC does not receive notice of any matter known to the Selling Parties and as to which the Selling Parties are entitled to indemnification hereunder in time to contest the determination of any such liability which is susceptible to being successfully contested, LTC shall not be obligated to indemnify the Selling Parties with respect thereto. LTC shall not, without the prior written consent of the Selling Parties, which consent shall not be unreasonably withheld, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not either or both of the Selling Parties are an actual or potential party to such claim, action, suit or proceeding), unless such settlement, compromise or consent involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Selling Parties. LTC shall have the right to defend (without the consent of the Selling Parties) through counsel of its own choosing, at its own expense, any action which may be brought by a third party in connection therewith; provided, however, that the Selling Par...
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INDEMNIFICATION BY LTC. To the extent permitted by law, LTC shall indemnify, hold harmless and defend the City, its officials, employees, and agents from and against any and all liability, claims, or judgments resulting from claimed injury, death, damage to property, or loss of use of property or any person or legal entity arising out of or in any way connected with the performance of LTC’s responsibilities under this Agreement.
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INDEMNIFICATION BY LTC. LTC agrees to indemnify and hold harmless the Stockholders at all times against and in respect of all losses, liabilities, costs and expenses (including reasonable attorneys' fees) which are caused by any breach of the representations, warranties, covenants or agreements of LTC set forth in this Agreement. The Stockholders shall promptly notify LTC in writing of all matters which may give rise to the right to indemnification hereunder, it being understood that if LTC does not receive notice of any matter known to the Stockholders and as to which the Stockholders are entitled to indemnification hereunder in time to contest the determination of any such liability which is susceptible to being successfully contested, LTC shall not be obligated to indemnify the Stockholders with respect thereto. LTC shall have the right with the consent of the Stockholders, which shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled, and to defend (without the consent of the Stockholders) through counsel of its own choosing, at its own expense, any action which may be brought by a third party in connection therewith; provided, however, that the Stockholders shall have the right to have their counsel participate fully in such defense at its own expense. LTC and the Stockholders shall keep each other informed of all settlement negotiations with third parties and of the progress of any litigation with third parties. LTC and the Stockholders shall permit each other reasonable access to books and records and otherwise cooperate with all reasonable requests of each other in connection with any matter or claim for indemnification by a third party.
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Related to INDEMNIFICATION BY LTC

  • 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.