Indemnification Etc Clause Samples

Indemnification Etc. 36 9.1 Survival of Representations, Etc................................................. 36 9.2 Indemnification.................................................................. 36 9.3 Threshold; Ceiling............................................................... 37

Indemnification Etc. The Company shall indemnify and hold harmless Executive to the fullest extent permitted by law (including advance of legal fees) for any action or inaction he takes in good faith with regard to the Company or parent or any benefit plan of either. Further, the Company shall cover Executive on its directors’ and officers’ liability insurance policies to no less extent than that which covers any other officer or director of the Company.

Indemnification Etc. Debtor hereby expressly indemnifies and holds Secured Party harmless from any and all claims, causes of action, or other proceedings, and from any and all liability, loss, damage, and expense of every nature, arising by reason of Secured Party's enforcement of its rights and remedies hereunder, or by reason of Debtor's failure to comply with any environmental or other law or regulation, other than any such claim, cause of action or other proceeding, liability, loss, damage or expense arising by reason of gross negligence, willful misconduct or violation of law on the part of Secured Party. In any suit, proceeding or action brought by Secured Party under any account for any sum owing thereunder, or to enforce any provisions of any account, Debtor will save, indemnify and keep Secured Party harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or any other obligor thereunder, arising out of a breach by Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Debtor (except to the extent any such expense, loss or damage results from the gross negligence or willful misconduct of Secured Party). The obligations of Debtor under this Section 8(E) shall survive the termination of the other provisions of this Security Agreement.

Indemnification Etc. The Company shall provide an indemnification agreement by which it shall indemnify and hold harmless Executive to the fullest extent permitted by law for any action or inaction Executive takes in good faith with regard to the Company or parent or any benefit plan of either, in accordance with the Company’s Certificate of Incorporation and By-laws. Further, the Company shall cover Executive on its directors’ and officers’ liability insurance policies to no less extent than that which covers any other officer or director of the Company.

Indemnification Etc. Guest shall defend, hold harmless, and indemnify VRM, its affiliates, and its respective officers, directors, agents, and employees from any and all 3rd party claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to Guest’s rental under this Agreement, including for pre-litigation and non-litigation legal fees, and including for claims by Guest’s invitees and licensees. Remedies. The maximum remedy for breach or other actions connected to this contract, unless expressly provided otherwise herein, is actual direct financial losses, and as governed in this agreement, reasonable attorney’s fees & costs, which is agreed to be an adequate remedy. Regardless of the failure of the exclusive remedy, VRM will not be liable for consequential or incidental damages.

Indemnification Etc. The Debtor hereby expressly indemnifies and holds the Secured Party harmless from any and all claims, causes of action, or other proceedings, and from any and all liability, loss, damage, and expense of every nature, arising by reason of the Secured Party's enforcement of its rights and remedies hereunder, or by reason of the Debtor's failure to comply with any environmental or other law or regulation. As to any action taken by the Secured Party hereunder, the Secured Party shall not be liable for any error of judgment or mistake of fact or law, absent gross negligence or willful misconduct on its part.

Indemnification Etc. The Subadviser agrees to indemnify and hold harmless the Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Manager, against any and all losses, claims damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadviser's responsibilities as portfolio manager of the Series (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Series or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's registration statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's registration statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act. In no case shall the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Except as may otherwise be provided under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute,...

Indemnification Etc. In the event that shares are registered pursuant to Section 4(a) or 4(b), AER, Purchaser and the Third Party Shareholders shall execute reasonable and customary underwriting, indemnification and lock-up agreements relating to such registration and shall undertake reasonable and customary registration procedures.

Indemnification Etc. 27 9.1 Survival of Representations, Warranties and Covenants 27 9.2 Indemnification by the Selling Stockholders 28 9.3 Indemnification by Netivation 28 9.4 Minimum Claim Against the Selling Stockholders 29 9.5 Minimum Claim Against Netivation 29 9.6 Defense of Third Party Claims 29 9.7 Indemnity Reserve 30 9.8 Exclusive Remedy 30 SECTION 10 - MISCELLANEOUS PROVISIONS 30 10.1 Selling Stockholders' Agent 30 10.2 Further Assurances 32 10.3 Fees and Expenses 32 10.4 Attorneys' Fees 32 10.5 Notices 33 10.6 Headings 33 10.7 Counterparts 34 10.8 Governing Law 34 10.9 Successors and Assigns 34 10.10 Remedies Cumulative; Specific Performance 34 10.11 Waiver 34 10.12 Amendments 35 10.13 Time of the Essence 35 10.14 Severability 35 10.15 Parties in Interest 35 10.16 Entire Agreement 35 10.17 Construction 35 EXHIBITS Exhibit A - Selling Stockholders Exhibit B - Certain Definitions Exhibit C - Director and Officer of Surviving Corporation Exhibit D - Allocation of Merger Consideration Exhibit E - Form of Legal Opinion Exhibit F - Form of Employment and Noncompetition Agreement Exhibit G - Form of Escrow Agreement Exhibit H - Form of Prospective Offeree Questionnaire Exhibit I - Form of Lock-Up Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of May 3, 2000, by and among: ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation ("Netivation"), ▇▇▇▇▇▇▇▇▇▇.▇▇▇ MERGER THREE CORP., a Delaware corporation and a wholly-owned subsidiary of Netivation ("Merger Sub"), PINNACLE MEDSOURCE, INC., a Georgia corporation ("Pinnacle"), and the stockholders of Pinnacle set forth on Exhibit A hereto (the "Selling Stockholders"). Certain capitalized terms used in this Agreement are defined in Exhibit B.