Security for Indemnification Obligations Clause Samples

The 'Security for Indemnification Obligations' clause requires a party to provide financial assurance—such as a bond, escrow, or letter of credit—to guarantee its ability to fulfill indemnification commitments under the contract. This security may be triggered when a claim arises or may be required upfront, and it typically covers potential losses, damages, or liabilities that the indemnifying party might owe. By mandating such security, the clause ensures that funds will be available to compensate the indemnified party if indemnification becomes necessary, thereby reducing the risk of non-payment and enhancing trust between the parties.
Security for Indemnification Obligations. The Corporation may at any time and in any manner, at the discretion of the Board, secure the Corporation’s obligations to indemnify or advance Expenses to Indemnitee pursuant to this Agreement.
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Security for Indemnification Obligations. The Company may at any time and in any manner, at the discretion of the Managers, secure the Company's obligations to indemnify or advance Expenses to a Person pursuant to this Section 3.4.
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Security for Indemnification Obligations. 649 shares of Common Stock of Encorium Oy, a wholly owned subsidiary of Seller (“Encorium Oy”), which the parties hereto agree have a value of $200,000 for all purposes under this Agreement (the “Pledged Shares”), shall be pledged to fund and secure the indemnification provided in this Section 13 to the extent provided in the Pledge Agreement. Among other things, the Pledge Agreement provides that if the Pledged Shares are sold by Seller prior to the termination of the Pledge Agreement, Seller will substitute $200,000 cash collateral for the Pledged Shares.
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Security for Indemnification Obligations. As security for the indemnification obligations contained in this Article 6, at the Closing, APAC shall deliver to the Escrow Agent certificates representing the Held Back Shares issued pursuant to this Agreement, to be held in accordance with the Escrow Agreement.
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Security for Indemnification Obligations. On the Closing Date, ▇▇▇▇▇▇ and Avalanche will pledge $1.5 million (the “Pledged Collateral”) to Sponsor to secure their obligations under this Section 8.2. Such pledge shall be consummated pursuant to, and ▇▇▇▇▇▇ and Avalanche each hereby agrees to enter into, a Pledge Agreement substantially in the form attached hereto as Exhibit B. The pledge of the Pledged Collateral shall be released as provided in the Pledge Agreement.
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Security for Indemnification Obligations. 31 6.4 Voting of and Dividends on the Held Back Shares . . . . . . . . . 31 6.5 Indemnity Basket and Limitation . . . . . . . . . . . . . . . . . 32 6.6
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Security for Indemnification Obligations. Notwithstanding the provisions of Section 2.1(a), as security for the indemnification obligations of Seller set forth in this Agreement or any other Transaction Agreement, at the Closing, Purchaser shall deliver to the Escrow Agent a portion of the Shares otherwise deliverable pursuant to Section 2.1(a) valued at [***] (collectively, the “Escrow Amount”). Such Escrow Amount shall be held in escrow (the “Escrow”) by Escrow Agent generally for a period of [***] after the Closing Date, and thereafter, to the extent not required by the Escrow Agent as an offset, security or otherwise for Seller’s and/or Members’ indemnification obligations hereunder or any other Transaction Agreement, shall be distributed to the Seller, all as definitively set forth in, and subject to and in accordance with the terms of an escrow agreement, substantially in the form mutually agreed upon by Seller, Purchaser, Purchaser Sub and Escrow Agent attached hereto as Exhibit 2.1(c) (the “Escrow Agreement”). Nothing in this Section 2.1 shall be construed as limiting Seller’s liability to Purchaser and Purchaser Sub to the Escrow Amount, nor shall payments from the Escrow Amount be considered as liquidated damages for any breach under this Agreement or any other Transaction Agreement.
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Security for Indemnification Obligations 
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Related to Security for Indemnification Obligations

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Limitations on Indemnification Obligations (a) Seller shall not be obligated to indemnify Purchaser for any Losses incurred by Purchaser or other Indemnified Parties of the Purchaser under Section 8.2 until the Losses for which Purchaser is entitled to indemnification under this Agreement exceed $150,000 in the aggregate, in which case, upon exceeding such threshold amount, Purchaser shall be entitled to recover all such Losses (including such initial threshold amount). Except as expressly provided in the next sentence of this Section 8.7(a), notwithstanding anything contained in this Agreement to the contrary, in no event shall Seller’s liability for Losses under Section 8.2(a) exceed, in the aggregate, $16,666,666.67; in no event shall Seller’s liability for Losses under Section 8.2(b) (other than Sections 8.2(b)(iv) and (b)(v)) exceed, in the aggregate, the Purchase Price; and in no event shall Purchaser’s liability for Losses under Section 8.2(c) exceed, in the aggregate, the Purchase Price. The provisions of this Section 8.7(a) shall not apply to either party’s indemnification obligations under this Agreement arising out of, relating to or resulting from fraud by such party. (b) Notwithstanding anything contained in this Agreement to the contrary, the amount of an Indemnifying Party’s liability pursuant to this Section 8 shall be net of any insurance proceeds or other third party indemnity or contribution amounts actually recovered by an Indemnified Party. Each Indemnified Party shall use commercially reasonable efforts to collect any such insurance proceeds or other third party indemnity or contribution amounts recoverable by such Indemnified Party, and in the event any such amounts are collected after a claim for Losses has been paid by an Indemnifying Party, the Indemnified Party shall promptly reimburse such amounts to such Indemnifying Party. (c) Notwithstanding anything to the contrary contained in this Agreement, no Indemnifying Party shall be liable to an Indemnified Party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of opportunity or loss of value, revenue or profit) arising out of this Agreement; provided, however, that the foregoing shall not be construed to preclude recovery by an Indemnified Party in respect of any such Losses either (i) directly incurred as a result of a Third Party Claim or (ii) relating to or in connection with any Losses for which Purchaser is entitled to indemnification pursuant to Section 8.2(b)(iv) or 8.2(b)(v).

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • Action for Indemnification To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to indemnification in such action, suit or proceeding, in whole or in part, or unless and to the extent that the court in such action, suit or proceeding shall determine that, despite Indemnitee’s failure to establish their right to indemnification, Indemnitee is entitled to indemnity for such expenses; provided, however, that nothing in this Section 8(b) is intended to limit the Corporation’s obligation with respect to the advancement of expenses to Indemnitee in connection with any such action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 4 hereof.

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