Provision of Indemnity Sample Clauses

Provision of Indemnity. Any party entitled to indemnify under ---------------------- Sections 12.1 or 12.2 herein (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") of any Claim for which the Indemnified Party seeks indemnification, and shall permit the Indemnifying Party to control the defense of any such Claim with counsel of Indemnifying Party's choice. The Indemnified Party shall reasonably cooperate in the defense of any Claim, and may, at its own cost and expense, participate in any defense with counsel of its choice. In the event the Indemnifying Party fails after written notice to perform its obligations under this Section 12, the Indemnified Party may at its election take any action, including the settlement of any Claim, without further notice to the Indemnifying Party, and without waiving any rights or Claims against the Indemnifying Party it may have under this Agreement, at law or in equity. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld.
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Provision of Indemnity. The Purchaser shall fully indemnify the Escrow Agent against any and all claims arising from the carrying out by the Escrow Agent of its obligations under this Agreement except for such claims that are directly attributable to the gross negligence, breach of fiduciary responsibilities or wilful misconduct of the Escrow Agent.
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Provision of Indemnity. Any indemnification pursuant to Section 7.1 shall be paid by Seller, MDCI, MDC, SMI and/or Shears General; provided, however, that such indemnification shall be paid by Dr. ▇▇▇▇▇▇ ▇▇▇ectly only in the event and to the extent such entities for any reason fail to pay it in full within 30 days after the same becomes due and demand has been made in writing therefor.
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Related to Provision of Indemnity

  • Limitation of Indemnity 3.1 Subject to Clause 31.9, an indemnity by either Party under any provision of this Agreement will be without limitation to any indemnity by that Party under any other provision of this Agreement.

  • Authorization of Indemnification Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

  • Continuation of Indemnity All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

  • Limitation of Indemnification Notwithstanding any other terms of this Agreement, nothing herein shall indemnify the Indemnitee against, or exempt the Indemnitee from, any liability in respect of the Indemnitee’s fraud or dishonesty.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.