Indemnification Set Off Clause Samples

Indemnification Set Off. 8.1. Without derogating from the provisions of Section 3 above, Seller agrees to defend, indemnify and hold the Indemnified Parties harmless from, against and in respect of any and all losses, liabilities, damages, claims or expenses (including, without limitation, attorneys' fees) suffered or incurred, directly or indirectly by the Indemnified Parties by reason of, or resulting from the breach of any representation or warranty contained in Section 6 of this Agreement or from the failure to perform any covenant contained in this Agreement or in the Patent Assignment. 8.2. Whenever any claim arises for indemnification under this Agreement or an event which may result in a claim for such indemnification has occurred, the Indemnified Party will promptly notify the Seller of the claim and, when known, the facts constituting the basis for such claim. The Seller shall have the obligation to dispute and defend all such third party claims and thereafter so defend and pay any adverse final judgment or award or settlement amount in regard thereto. Such defense shall be controlled by the Seller, and the cost of such defense shall be borne by the Seller, provided that the Indemnified Parties shall have the right to participate in such defense at their own expense, unless the Indemnified Parties require their own attorney due to a conflict of interests, in which case, the expense thereof will be borne by the Seller. The Indemnified Parties shall cooperate in all reasonable respects in the investigation, trial and defense of any such claim at the cost of the Seller. If the Seller fails to take action within thirty (30) days of notice, then the Indemnified Parties shall have the right to pay, compromise or defend any third party claim, such costs to be borne by the Seller. The Indemnified Protected shall also have the right and upon delivery of ten (l0) days advance written notice to such effect to the Seller, exercisable in good faith, to take such action as may be reasonably necessary to avoid a default prior to the assumption of the defense of the third party claim by the Seller, and any expenses incurred by the Indemnified Parties so acting shall be paid by the Seller. The Seller will not settle or compromise any third party claim without the prior written consent of the Indemnified Parties. 8.3. Without derogating from any other right and/or remedy available to the Buyer hereunder or under applicable law, the Buyer shall be entitled to set-off against any amounts ot...

Indemnification Set Off. 64 9.1 Indemnification................................................................................64 9.2 Set-Off........................................................................................64 10. AGENT...................................................................................................65 10.1 Appointment....................................................................................65 ----------- 10.2 Nature of Duties..................................................................................65 ---------------- 10.3 Lack of Reliance..................................................................................66 ---------------- 10.4 Certain Rights....................................................................................67 -------------- 10.5 Reliance..........................................................................................67 -------- 10.6 Indemnification...................................................................................67 --------------- 10.7 Collateral Agent, Individually....................................................................67 ------------------------------ 10.8 Holders of Notes..................................................................................68 ---------------- 10.9 Resignation.......................................................................................68 ----------- 10.10 Reimbursement....................................................................................68 ------------- Exhibit A Name and Address of the Purchasers Exhibit B Form of Note Exhibit C Form of Warrant Exhibit D Form of Option SUBORDINATED SECURED SENIOR NOTE PURCHASE AGREEMENT $25,000,000 Principal Amount of Subordinated Secured Senior Notes due 2003 of FirstCity Financial Corporation SUBORDINATED SECURED SENIOR NOTE PURCHASE AGREEMENT, dated as of December 20, 1999, by and among FIRSTCITY FINANCIAL CORPORATION, a Delaware corporation (the "Company"), and IFA Incorporated, an Illinois corporation ("IFA"), as Collateral Agent and Purchaser.

Indemnification Set Off. 26 Section 7.1 Indemnification.............................................26 Section 7.2 Set-Off.....................................................27 Exhibit A Name and Address of the Holders Exhibit B Form of New Exchange Notes Exhibit C Form of QIB Pledge and Security Agreement Exhibit D Form of non-QIB Pledge and Security Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Intercreditor and Collateral Sharing Agreement Exhibit G Matters to be covered by Opinion of Counsel to the Company 4 EXCHANGE AGREEMENT Exchange Agreement, dated as of March 17, 2000 (the "Agreement"), by and among Altiva Financial Corporation (the "Company"), a Delaware corporation, and the Holders of the outstanding 12 1/2% Subordinated Notes due 2001 of the Company.

Indemnification Set Off. Notwithstanding anything to the contrary, if ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ fails to make all or a portion of an applicable indemnification payment to the Class A Member (or the election of the Class A Member, the Company) under the Purchase Agreement, the Managers shall be required, at the election of the Class A Member, to pay any Net Distributable Proceeds otherwise distributable to the Class B Member under Section 3.01 directly to the Class A Member (or to retain such amounts in the Company) in the amount of the defaulted amount until such time as such defaulted amount is fully satisfied.

Indemnification Set Off. 44 ARTICLE VIII

Indemnification Set Off. 1. You hereby agree to indemnify, defend and hold Us and Our affiliates, subsidiaries, successors, permitted assigns, shareholders, officers, directors, employees, agents and contractors harmless from and against any and all awards, causes of action, threatened actions, obligations, assessments and any Financial Liabilities of whatever nature each of them may suffer or incur, including without limitation claims of Your Customers, Users of Your Website, Our Partner or other third parties, resulting from or arising out of or in connection with: A. Your Website, Trademarks, goods or services; B. Your or any of Your Representative direct or indirect actions and omissions; C. Any breach or alleged breach or non-compliance by You of any representation, warranty, covenant or other obligation or condition under this Agreement; D. Your or any of Your Representatives, employees, contractors or agents’ negligence, willful misconduct or fraud; E. Any actual or alleged infringement, misappropriation, or violation of Our or any third party patent, copyright, Trademark or other Intellectual Property Right; F. Any Data Breach or other security breach including without limitation in relation to information of Your Customers and Your compliance with PCI DSS; G. Disputes and claims of the Customers or Users, including, without limitation, claims relating to Your disclosure of Personal Data of Your Customers, including Cardholder and Transaction Data; and H. Any alleged or actual violation by You of any applicable laws, regulations, policies, guidelines, ordinances, orders, Data Protection Requirements, rules, including without limitation, PCI DSS, Card Scheme Rules, or any requirements of the governmental, regulatory authority or agency having jurisdiction over the subject matter hereof. In the event You cause any Financial Liabilities to be charged to Us for Your violation of any of the above, You agree to immediately reimburse Us for such Financial Liabilities after We provide You with a written notice with reasonable evidence of the liabilities implied against Us. The duty to indemnify shall also apply if You had no opportunity of raising objections or defenses prior to payment by Us of any penalty charges. We are not obliged to allow You the possibility of negotiating, or suchlike, with Our Partner or Card Schemes prior to payment of the penalty charges by You. 2. In connection with the foregoing indemnity obligations: FF03C032108V2 A. You shall provide Us with prompt written ...

Indemnification Set Off. Each of the parties (the “Indemnifying Party”) agrees to indemnify and hold harmless the other party (the “Indemnified Party”) and each of the Indemnified Party’s officers, directors, employees, stockholders and agents, from and against all liabilities, damages, claims, actions, suits, proceedings, demands, judgments, losses, costs and expenses (including reasonable attorneys’ fees) (“Claims”) arising from or in connection with any breach of, or inaccuracy in, any representation or warranty of the Indemnifying Party set forth in this Agreement or (ii) any breach or non-fulfillment of any agreement on the part of the Indemnifying Party contained herein. In a case where OccuLogix is the Indemnifying Party, any amounts judicially determined to be due and payable to the Company pursuant to this Section 8 may be set off and deducted by the Company, at the sole discretion of the Company, from any Royalty Payments due to OccuLogix as set forth herein. Each of the parties shall provide the other party with timely written notice of all Claims and reasonable cooperation and further assurances with regards to all Claims. The indemnification obligations under this Section 8 shall survive the Closing Date for a period of eighteen (18) months.

Indemnification Set Off