Obligation to Indemnify Sample Clauses
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Obligation to Indemnify. Subject to the provisions of this Section IV.G, Company will indemnify and hold Investor, its Affiliates, managers and advisors, and each of their officers, directors, shareholders, partners, employees, representatives, agents and attorneys, and any person who controls Investor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (collectively, “Investor Parties” and each a “Investor Party”), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by Company in this Agreement or in the other Transaction Documents, (b) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, Prospectus Supplement, or any information incorporated by reference therein, or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) any action by a creditor or stockholder of Company who is not an Affiliate of an Investor Party, challenging the transactions contemplated by the Transaction Documents; provided, however, that Company will not be obligated to indemnify any Investor Party for any Losses finally adjudicated to be caused solely by (i) a false statement of material fact contained within written information provided by such Investor Party expressly for the purpose of including it in the applicable Registration Statement, Prospectus, Prospectus Supplement, or (ii) such Investor Party’s unexcused material breach of an express provision of this Agreement or another Transaction Document.
Obligation to Indemnify. 7.3.1 Each Party shall be indemnified (“Indemnified Party”) and held harmless by the other Party (“Indemnifying Party”) against claims, losses, suits, demands, damages, costs, expenses, including reasonable attorneys’ fees (“Claims”), asserted, suffered, or made by third parties arising from (i) any act or omission of the Indemnifying Party in connection with its performance or non-performance under this Agreement; and (ii) provision of the Indemnifying Party's services or equipment, including but not limited to claims arising from the provision of the Indemnifying Party's services to its End Users (e.g., claims for interruption of service, quality of service or billing disputes) except to the extent such act or omission was caused by the negligence or willful misconduct of the Indemnified Party. Each Party shall also be indemnified and held harmless by the other Party against claims and damages of persons for services furnished by the Indemnifying Party or by any of its subcontractors, under worker's compensation laws or similar statutes.
7.3.2 Each Party, as an Indemnifying Party agrees to release, defend, indemnify, and hold harmless the other Party from any claims, demands or suits that asserts any infringement or invasion of privacy or confidentiality of any person or persons caused or claimed to be caused, directly or indirectly, by the Indemnifying Party's employees and equipment associated with the provision of any service herein. This provision includes but is not limited to suits arising from unauthorized disclosure of the End User’s name, address or telephone number.
7.3.3 Neither Party makes any warranties, express or implied, concerning its respective (or any third party’s) rights with respect to intellectual property (including without limitation, patent, copyright and trade secret rights) or contract rights associated with their respective interconnection with the other Party’s network use or receipt of the other Party’s services.
7.3.4 When the lines or services of other companies and carriers are used in establishing connections to and/or from points not reached by a Party's lines, neither Party shall be liable for any act or omission of the other companies or carriers.
Obligation to Indemnify. (a) Subject to the expiration of the representations and warranties of the parties as provided in Article IX and the limitations set forth in this Article X, VFL agrees to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates and assigns from and against all claims, losses, liabilities, damages, deficiencies, costs or expenses, penalties and reasonable outside attorneys' fees and disbursements (collectively, "Losses," and individually a "Loss"), asserted against, imposed upon or incurred by them, directly or indirectly, by reason of or arising out of or in connection with any misrepresentation, breach of or failure to perform any representation, warranty, covenant, undertaking or agreement of VFL in this Agreement or any Extra Contractual Obligations arising from acts, errors or omissions by VFL or any of its officers, employees, agents or representatives (other than Purchaser and administrators, contractors or other representatives or agents selected by Purchaser); provided, however, that Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification under this Section 10.01(a) in respect of representations and warranties in this Agreement only when the aggregate amount of all such Losses exceeds five hundred thousand dollars ($500,000.00) (the "Basket Amount"), in which case Purchaser (and its directors, officers, employees, Affiliates and assigns) shall be entitled to indemnification for Losses only in excess of the Basket Amount; provided further, that the Purchaser's entitlement to indemnification for claims arising under the fourth sentence of Section 3.11(c), Section 3.16, Section 3.24, Section 10.06 and Section 10.07 shall not be subject to the Basket Amount. VFL shall have no liability under this Section 10.01 if, with respect to any misrepresentation, breach or failure to perform, following the date of this Agreement and at or prior to Closing: (i) VFL provides Purchaser with written notice (which may be in the form of an exhibit to the certificate contemplated by Section 6.01) of such misrepresentation, breach or failure to perform; (ii) such notice expressly acknowledges that such misrepresentation, breach or failure to perform has caused the condition specified in the first sentence of Section 6.01 not to be satisfied and that, as a result, Purchaser has the right not to proceed to Closing; (iii) such misrepresentation, breach or failure to perform has,...
Obligation to Indemnify. (a) Subject to Article IX and this Article X, Seller and Parent jointly and severally agree to indemnify, defend and hold harmless Purchaser and its Affiliates (including MONY from and after the Closing) and its and their respective directors, officers, employees, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Purchaser Indemnified Party, arising out of or relating to:
(i) any breach of or inaccuracy in the representations and warranties made by Parent or Seller contained in this Agreement (other than Section 3.19);
(ii) any breach, nonfulfillment or default in the performance of any of the covenants and agreements of Parent or Seller contained in this Agreement;
(iii) any Excluded Liability;
(iv) any indemnification provided by MONY to shareholders or senior management of the following Subsidiaries of Excluded Subsidiaries: MONY International Life Insurance Co. Seguros de Vida S.A., MONY Financial Resources of the Americas Limited and MONY Consultoria e Corretagem de Seguros Ltd;
(v) changes to Non-Guaranteed Elements (as defined in the MLOA Reinsurance Agreement) that are made by MLOA on or after the Effective Time under the MLOA Reinsurance Agreement without Purchaser’s prior written consent or any failure of MLOA to implement Purchaser’s recommendations with respect to Non-Guaranteed Elements that satisfy the requirements of Section 2.4 of the MLOA Reinsurance Agreement; or
(vi) any breach by any Affiliate of Seller and Parent of any Distribution Agreement, or by MLOA of the Administrative Services Agreement, any action taken by such entities or by Parent, Seller or any of their respective Affiliates with respect to any Distributor or the failure of any such entities or of Parent, Seller or any of their respective Affiliates to take any action required to be taken by it with respect to any Distributor.
(b) Subject to Article IX and to this Article X, Purchaser agrees to indemnify, defend and hold harmless Seller and its Affiliates and its and their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against all Losses asserted against, imposed upon or incurred by any Seller Indemnified Party, arising out of or relating to:
(i) any breach of or inaccuracy in the representations and warranties made by Purchaser in this Agreement; or
(ii) any breach, nonfulfillment or default in t...
Obligation to Indemnify. 7.3.1 Each Party will and hereby agrees to defend at the other's request, indemnify, and hold harmless the other Party and each of its officers, directors, employees, and agents (each, an Indemnitee) against and in respect of any loss, debt, liability, damage, obligation, claim, demand, judgment, or settlement of any nature or kind, known or unknown, liquidated or unliquidated, including without limitation all reasonable costs and expenses incurred (legal, account or otherwise) (collectively, Damages) arising out of, resulting from, or based upon any pending or threatened claim, action, proceeding or suit by any third party (a Claim) (i) alleging any omissions, breach of any representation, warranty, or covenant made by such indemnifying Party (the Indemnifying Party) in this Agreement, (ii) based upon injuries or damages to any person or property or the environment arising out of or in connection with this Agreement that are the result of the Indemnifying Party's actions, breach of Applicable Law, or the actions, omissions or status of its employees, agents, and subcontractors.
7.3.1.1 In the case of any loss alleged or made by an end user of either Party, the Party whose end user alleged or made such loss (Indemnifying Party) shall defend and indemnify the other Party (Indemnified Party) against any and all such claims or loss by its end users regardless of whether the underlying service was provided or unbundled element was provisioned by the Indemnified Party, unless the loss was caused by the gross negligence or intentional or willful misconduct or breach of applicable law of the other (Indemnified) Party.
Obligation to Indemnify. 7.3.1 Intentionally Left Blank.
Obligation to Indemnify. 7.3.1 Each Party shall be indemnified and held harmless by the other Party against claims, losses, suits, demands, damages, costs, expenses, including reasonable attorneys’ fees (“Claims”), asserted, suffered, or made by third parties arising from any act or omission of the indemnifying Party in connection with its performance or non-performance under this Agreement, unless such act or omission was caused by the negligence or willful misconduct of the indemnified Party. Each Party shall also be indemnified and held harmless by the other Party against claims and damages of persons for services furnished by the indemnifying Party or by any of its subcontractors, under worker's compensation laws or similar statutes.
7.3.2 Each Party agrees to release, defend, indemnify, and hold harmless the other Party from any claims, demands or suits that asserts any infringement or invasion of privacy or confidentiality of any person or persons caused or claimed to be caused, directly or indirectly, by the Indemnifying Party's employees and equipment associated with the provision of any service herein. This provision includes but is not limited to suits arising from unauthorized disclosure of the end user’s name, address, or telephone number.
7.3.3 When the lines or services of other companies and carriers are used in establishing connections to and/or from points not reached by a Party's lines, neither Party shall be liable to the other Party for any act or omission of the other companies or carriers.
Obligation to Indemnify. Each Party shall, and hereby agrees to, defend at the other's request, indemnify and hold harmless the other Party and each of its officers, directors, employees and agents (each, an "Indemnitee") against and in respect of any loss, debt, liability, damage, obligation, claim, demand, judgment or settlement of any nature or kind, known or unknown, liquidated or unliquidated, including without limitation all reasonable costs and expenses incurred (legal, accounting or otherwise) (collectively, "Damages") arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any third Party (a "Claim") (i) alleging any breach of any representation, warranty or covenant made by such indemnifying Party (the "Indemnifying Party") in this Agreement, (ii) based upon injuries or damage to any person or property or the environment arising out of or in connection with this Agreement that are the result of the Indemnifying Party's actions, breach of Applicable Law, or status of its employees, agents and subcontractors, or (iii) for actual or alleged infringement of any patent, copyright, trademark, service ▇▇▇▇, trade name, trade dress, trade secret or any other intellectual property right, now known or later developed (referred to as "Intellectual Property Rights") to the extent that such claim or action arises from MCIm or MCIm's Customer's use of the Services and Elements provided under this Agreement.
Obligation to Indemnify. Each Party shall, and hereby agrees to, defend at the other's request, indemnify and hold harmless the other Party and each of its officers, directors, employees and agents (each, an "Indemnitee") against and in respect of any loss, debt, liability, damage, obligation, claim, demand, judgment or settlement of any nature or kind, known or unknown, liquidated or unliquidated, including without limitation all reasonable costs and expenses incurred (legal, accounting or otherwise) (collectively, "Damages") arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any third party (a "Claim"): (i) based upon injuries or damage to any person or property or the environment arising out of or in connection with this Agreement, that are the result of such Indemnifying Party's actions, breach of Applicable Law, or breach of representations, warranties or covenants made in this Agreement, or the actions, breach of Applicable Law or of this Agreement by its officers, directors, employees, agents and subcontractors, or
Obligation to Indemnify. (a) Subject to Section 8.1(c), Sellers, jointly and severally, agree to indemnify, defend and hold harmless Buyer, the Company, and their respective directors, officers, stockholders, employees, representatives, agents, Affiliates, successors and assigns (each a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and against, and will pay to the Buyer Indemnified Parties the amount of, all Losses resulting from or arising out of or in connection with the following (collectively, the “Buyer Indemnification Events”):
(i) any inaccuracy in or any breach of any representation or warranty, made by Sellers in this Agreement (including the Disclosure Schedules), the Transaction Documents or any other certificate or document delivered by Sellers pursuant to this Agreement;
(ii) any failure to perform or comply with any covenant or obligation of Sellers contained in this Agreement or any of the other Transaction Documents;
(iii) any matter described on Exhibit E attached hereto;
(iv) any services provided by, or any product shipped or manufactured by or on behalf of, the Company prior to the Closing Date; or
(v) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either of Sellers or with the Company (or any Person acting on their behalf) in connection with any of the transactions contemplated by this Agreement.
(b) Buyer agrees to indemnify, defend and hold harmless each of Sellers and their respective representatives, heirs, successors and assigns (each a “Seller Indemnified Party” and, collectively, the “Seller Indemnified Parties”) from and against, and will pay to the Seller Indemnified Parties the amount of, all Losses resulting from or arising out of or in connection with the following (collectively, the “Seller Indemnification Events”):
(i) any inaccuracy in or any breach of any representation or warranty made by Buyer in this Agreement, the Transaction Documents, or in any certificate delivered by Buyer pursuant to this Agreement
(ii) any failure to perform or comply with any covenant or obligation of Buyer contained in this Agreement or in any of the Transaction Documents;
(iii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in...