Obligations of Indemnification Clause Samples

The Obligations of Indemnification clause defines the responsibility of one party to compensate the other for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this clause outlines the specific circumstances under which indemnification is required, such as third-party claims, breaches of contract, or negligence, and may detail the process for making indemnification claims. Its core practical function is to allocate risk between the parties, ensuring that the party best positioned to prevent or control certain risks bears the financial consequences if those risks materialize.
Obligations of Indemnification. (a) Subject to Section 10.4 and the other terms and conditions of this Article X, each Shareholder severally agrees to indemnify and hold harmless WGI and Buyer and their respective directors, officers, agents, representatives and Affiliates and their successors and assigns (the “Buyer Indemnified Parties”) from and against any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any of such Seller’s representations or warranties made by such Seller in Article III, and (ii) the breach of any covenant or agreement by such Seller contained in this Agreement. (b) Subject to Section 10.4 and the other terms and conditions of this Article X, from and after the Closing, each Key Shareholder jointly and severally, and each Non-Key Shareholder and Excluded Seller severally, agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any representation or warranty made by Integral Analytics contained in Article IV; (ii) the breach of any covenant or agreement by Integral Analytics contained in this Agreement; and (iii) any Pre-Closing Taxes. (c) Subject to Section 10.4 and the other terms and conditions of this Article X, from and after the Closing, Buyer agrees to indemnify and hold harmless Sellers and their respective agents, representatives and Affiliates and their respective successors and assigns (the “Seller Indemnified Parties” and, together with the Buyer Indemnified Parties, the “Indemnified Parties” and each an “Indemnified Party”) from and against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any representation or warranty made by Buyer contained in Article V, and (ii) the breach of any covenant or agreement by Buyer contained in this Agreement.
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Obligations of Indemnification. (a) Subject to Section 9.4, Seller shall indemnify and hold harmless Buyer and its directors, officers, agents, representatives and Affiliates and their successors and assigns
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Obligations of Indemnification. The indemnitor shall reimburse the other -------------------------------- party for all liabilities, damages, deficiencies, claims, actions, suits, proceedings, demands, judgments, assessments, costs, and expenses to which this section relates only if a claim for indemnification is made by the other party within one year after the Closing Date, except that (i) these covenants shall survive in perpetuity if the transactions contemplated by this Agreement are not consummated in the manner provided herein, and (ii) the assumption of liabilities by FullCircle under this agreement shall not be subject to any limitation by this section but shall survive for the term of such liabilities. The other party seeking indemnification (the "indemnitee") shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs, and expenses in respect of which indemnity may be sought under this agreement. The indemnitee shall give prompt written notice (which notice shall describe in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based) to the indemnitor of the assertion of a claim for indemnification, but in no event longer than (a) 10 days after service of process in the event litigation is commenced against the indemnitee by a third party, or (b) 30 days after the indemnitee becomes aware of circumstances, not involving the commencement of litigation by a third party, which may give rise to a claim for indemnification. The indemnitee shall consult with the indemnitor with respect to the payment, settlement, or defense of any claim, action, suit, proceeding, or demand. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the indemnitee shall provide the indemnitor a period of 30 days to decide whether to defend such liability or claim. During such period the indemnitee shall take all necessary steps to protect the interests of itself and the indemnitor, including the filing of necessary responsive pleadings, the seeking of emergency relief, or other action necessary to maintain the status quo, subject to reimbursement from the indemnitor of its expenses in doing so. If the indemnitor determines that it shall defend such action or proceeding, the indemnitor shall defend such action or proceeding at its expense, using counsel selected by any insurance company insuring against any such claim and unde...
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Obligations of Indemnification. The Promissor and the Guarantor undertake irrevocably, jointly and severally ("solidaire et indivisible") to indemnify each of the Beneficiaries, upon any of the Beneficiaries' first demand, for the amount of all prejudice and costs incurred resulting from any breach on their part of any one of the representations and warranties set forth in Article 7 above. For any breach of the representations and warranties set forth in Article 7 above, a claim by any of the Beneficiaries shall be made in accordance with Article 10.2(a) below against the Promissor and the Guarantor within no later than sixty days following the expiry of the applicable legal prescription period. The total amount of any indemnity resulting from any claim in accordance with this Article 10.1 shall be payable by the Promissor and/or the Guarantor directly to the Beneficiaries and shall include all fees and expenses, including but not limited to legal fees reasonably incurred by the Beneficiaries in assessing their rights.
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Related to Obligations of Indemnification

  • Conditions of Indemnification The respective obligations and liabilities of Seller and Purchaser (the "indemnifying party") to the other (the "party to be indemnified") under Sections 6.01 and 6.02 hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Within 20 days (or such earlier time as might be required to avoid prejudicing the indemnifying party's position including the entry of a default judgment) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion in writing of any claim by a third party, the party to be indemnified shall give the indemnifying party written notice thereof together with a copy of such claim, process or other legal pleading, and the indemnifying party shall have the right to undertake the defense thereof by representatives of its own choosing and at its own expense; provided, however, that the party to be indemnified may participate in the defense with counsel of its own choice and at its own expense. (b) In the event that the indemnifying party, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the party to be indemnified will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party and at the indemnifying party's expense, subject to the right of the indemnifying party to assume the defense of such claims at any time prior to settlement, compromise or final determination thereof. (c) Anything in this Section 6.03 to the contrary notwithstanding, the indemnifying party shall not settle any claim without the consent of the party to be indemnified unless such settlement involves only the payment of money and the claimant provides to the party to be indemnified a release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the indemnifying party shall not settle the claim without the prior consent of the party to be indemnified, which consent shall not be unreasonably withheld. (d) The party to be indemnified and the indemnifying party will each cooperate with all reasonable requests of the other.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon. (ii) Subject to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (B) a prohibition of such indemnification under applicable law; provided, however, that such 45-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (iii) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Claim.

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Payment of Indemnification If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.