Indemnification Under this Agreement Clause Samples

POPULAR SAMPLE Copied 6 times
Indemnification Under this Agreement. From and after the Effective Time, Parent and the Surviving Company shall, to the fullest extent permitted under applicable Law in effect on the date hereof or provided under the articles of incorporation, bylaws (or comparable organizational documents) or agreements of the type described in Section 5.5(a) as of the Effective Time, indemnify, defend, hold harmless and advance expenses to each present and former director and officer of the Company (including any director or officer of the Company who is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise) (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, inquiries, liabilities and settlement amounts paid in connection with any threatened or actual claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as such (including any claim arising out of this Agreement, the Merger or any of the transactions contemplated by this Agreement), whether occurring before or after the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, for a period of six years after the Effective Time (and shall pay any expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable Law, upon receipt from the Indemnified Party to whom expenses are advanced of any undertaking to repay such advances required under applicable Law). In the event of any such claim, action, suit, proceeding or investigation, (i) the Indemnified Parties may retain counsel (including local counsel) satisfactory to them, the reasonable fees and expenses of which shall be paid by Parent and the Surviving Company promptly after statements therefor are received and
View SourceView Similar (4)
Indemnification Under this Agreement. In addition to the indemnification provided at Section 9.1 of this Agreement: The Company agrees to indemnify the Reinsurer and hold it harmless from and against Losses based upon or arising out of (i) the Company's material breach of any representation, warranty, covenant or agreement under this Agreement, and (ii) any Excluded Liabilities. The Reinsurer agrees to indemnify the Company and hold it harmless from and against Losses based upon or arising out of the Reinsurer's material breach of any representation, warranty, covenant or agreement under this Agreement.
View SourceView Similar (2)
Indemnification Under this Agreement. In addition to the indemnification provided at Section 10.1 of this Agreement, and subject to the limitations set forth in this Article X: 10.2.1. Each of the Ceding Companies, severally but not jointly, agrees to indemnify and defend the Reinsurer Indemnified Parties and hold each of them harmless from and against Losses based upon or arising out of (i) subject to Section 10.6 of this Agreement, any breach of any representation or warranty of the Ceding Companies (ignoring for purposes of this Section 10.2.1(i) any materiality or Material Adverse Effect qualifier therein), (ii) any nonfulfillment of any agreement or covenant on the part of the Ceding Companies under this Agreement, (iii) the failure of any Policy to have complied in all material respects with Applicable Laws and regulations at the time of its issuance or thereafter due to facts or circumstances extant on or before the Closing Date, including, without limitation, satisfying at any time the criteria set forth in the Code as may be required thereunder for qualification of one or more of the Policies as life insurance for purposes of the Code, including without limitation Sections 72, 7702 and 7702A, other than to the extent that any such Losses shall arise as a result of acts taken or omissions made by or on behalf of the Reinsurer in administering the Coinsured Policies, (iv) (A) changes in cost of insurance charges or other similar charges with respect to the Policies prior to the Closing Date based upon any claim that any such changes were illegal or violated the terms of the relevant Policies or any representations made by any Ceding Company or any representative or agent of any Ceding Company, (B) any increase in cost of insurance charges with respect to Policies issued under product series C-2, C-100 or UGA/Cornerstone universal life, and (C) the inability of the Reinsurer to change cost of insurance or other similar charges in accordance with the terms of any Policy due to statements, representations or commitments made by any Ceding Company or any representative of any Ceding Company prior to the Closing Date, and (v) any Excluded Liabilities. 10.2.2. HealthMarkets agrees to indemnify and defend the Reinsurer Indemnified Parties and hold each of them harmless from and against Losses based upon or arising out of (i) subject to Section 10.6 of this Agreement, any breach of any representation or warranty of HealthMarkets (ignoring for purposes of this Section 10.2.2(i) any materiality o...
View Source
Indemnification Under this Agreement. The Subscriber shall indemnify and hold harmless the Company and each of its affiliates from and against all losses, damages and liabilities (including, but not limited to, court costs and reasonable attorney's fees) arising or resulting from, or attributable to, any breach of the representations and warranties set forth in this Subscription Agreement, or in any other document furnished by the Subscriber.
View Source

Related to Indemnification Under this Agreement

  • Directors’ Liability and Indemnification The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

  • Mandatory Indemnification; Indemnification as a Witness (i) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required. (ii) To the extent that ▇▇▇▇▇▇▇▇▇▇’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.

  • Indemnification by Seller (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification and Advance of Expenses as a Witness or Other Participant Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is not a party, Indemnitee shall be advanced and indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith within ten days after the receipt by the Company of a statement or statements requesting any such advance or indemnification from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. In connection with any such advance of Expenses, the Company may require Indemnitee to provide an undertaking and affirmation substantially in the form attached hereto as Exhibit A.