Undertaking to Indemnify Clause Samples

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Undertaking to Indemnify. The Buyer undertakes to indemnify and hold harmless all directors and/or statutory auditors of MV Agusta and any Group Companies designated by the HD Parties of and from any claim, action or demand which may be asserted against them by the relevant company, the Buyer, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇▇’▇ son, their spouses and any other relative (by blood or marriage) within the 6th (sixth) degree, or any Affiliate of the above Persons and to hold them harmless of and from any liability, cost or damage arising therefrom. For this purpose, on Closing, the Buyer will sign and deliver the keep harmless letters referred to in Section 4.2(d)(v) pursuant to the provisions of that Section.
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Undertaking to Indemnify the Company hereby undertakes to indemnify you to the maximum extent permitted by applicable law for any liability and expense specified in subsections (a) through (f) below, imposed on you due to or in connection with an act performed by you, either prior to or after the date hereof, in your capacity as an Office Holder, including as a director, officer, employee, observer, agent or fiduciary of . the Company, any subsidiary thereof or any another corporation, collaboration, partnership, joint venture, trust or other enterprise, in which you serve at any time at the request of the Company (a “Corporate Capacity”). The term “act performed in your capacity as an Office Holder” shall include any act, omission and failure to act and any other circumstances relating to or arising from your service in a Corporate Capacity. a. Financial liability imposed on you in favor of any person pursuant to a judgment, including a judgment rendered in the context of a settlement or an arbitration award confirmed by a court. For purposes of Section 1 of this Undertaking, the term “person” shall include a natural person, firm, partnership, joint venture, trust, company, corporation, limited liability entity, unincorporated organization, estate, government, municipality, or any political, governmental, regulatory or similar agency or body. b. Reasonable litigation expenses, including attorneys’ fees, incurred by you as a result of an investigation or any proceeding instituted against you by an authority that is authorized to conduct an investigation or proceeding, and that was concluded without the filing of an indictment against you in a matter in which a criminal investigation has been instigated and without there being imposed on you a financial obligation in lieu of a criminal proceeding, or that was concluded without the filing of an indictment against you in a matter in which a criminal investigation has been instigated but with the imposition of a financial obligation in lieu of a criminal proceeding with respect to an offense that does not require proof of mens rea, or in connection with a financial sanction. In this paragraph: i. “conclusion of a proceeding without the filing of an indictment in a matter in which a criminal investigation has been instigated” – shall have the meaning specified in Section 260(a)(1A) of the Companies Law; ii. “financial obligation in lieu of a criminal proceeding” – a financial liability imposed by applicable law in lieu of a criminal pr...
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Undertaking to Indemnify. (a) Subject in all respects to the limitations on liability as set out in Clause 9 each of: (i) CFI agrees and undertakes with Purchaser, in the case of any breach by CFI of a Warranty, to pay in cash to Purchaser; and (ii) ATT agrees and undertakes with Purchaser, in the case of any breach by ATT of a Warranty, to pay in cash to Purchaser, in each case, as relevant, a sum equal to the amount necessary to put Purchaser or Turkcell Holding, as applicable, into the position which would have existed had the Warranty been true and correct as at the date of this Agreement, together with (1) all documented out-of-pocket costs and expenses (including legal fees, experts’ fees and consultants’ fees) reasonably and properly incurred by Purchaser and/or Turkcell Holding directly arising out of or resulting from the Warranty not being true and correct as at the date of this Agreement; and (2) such sum as is necessary to ensure that after the deduction of any Tax due on any amount payable under this Clause 8.5(a) (whether by way of direct assessment or withholding at its source) and after taking into account any Relief available to Purchaser or Turkcell Holding in respect of the matter in respect of which the payment is made, Purchaser or Turkcell Holding, as applicable, is left with the same amount it would have had if the payment was not subject to Tax. (b) Purchaser’s sole remedy in respect of any Claim for breach of a Warranty is a claim under the indemnities in this Clause 8.5.
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Undertaking to Indemnify. From and after the Merger Date and subject to the terms and conditions hereinafter set forth, the Surviving Corporation shall indemnify and hold harmless for a period of six years from the Merger Date, to the fullest extent consistent with and permitted by applicable law, each present and former director and officer of DI (collectively, the “Indemnified Parties”) from and against any threatened, pending or completed action or proceeding brought against any such Indemnified Party in such party’s capacity as a director or officer of DI (individually, a “Claim”) as provided in the articles of incorporation and bylaws of DI as of the date hereof. In the event any claim is asserted or made and written notice thereof is received by the Surviving Corporation within such six-year period, all rights of the Indemnified Parties hereunder in respect of such Claim shall continue until final disposition thereof. The Surviving Corporation, to the fullest extent consistent with and permitted by applicable law, shall periodically advance as incurred reasonable expenses directly related to the defense of a Claim; provided, that the Indemnified Party to whom such expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification hereunder.
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Undertaking to Indemnify. The Vendor shall indemnify the Purchaser against the following (“Indemnified Sums”) suffered or incurred by the Purchaser and/or the Companies and their directors and officers and arising out of or in connection with: 10.1.1 any out of pocket costs incurred by the Purchaser or any of the Companies in respect of the revocation by the German WEEE Regulation Authority in Germany under the EAR Stiftung scheme of the registration by that body of Saitek Elektronik Vertriebs GmbH (“GmbH”) 10.1.2 the cost of replacing any share certificates (or such similar evidence of shareholding in a jurisdiction where no share certificates are issued) in respect of the Company’s shareholdings in any of the Subsidiaries, and generally any liability to a third party that may be incurred by the Purchaser and or the Companies by reason of the absence of such certificates or other evidence, together with the legal costs incurred by any of the Companies in relation to the same; 10.1.3 any liabilities of the Companies and their respective directors and officers to pay compensation to an ex-employee, who was employed as a regional sales manager for Bavaria and Austria, was dismissed prior to Completion and who has brought an action for unfair dismissal against GmbH, together with any out of pocket costs incurred by the Companies in relation to such dismissal; 10.1.4 any liability of the Purchaser or any of the Companies or any of their directors and officers to pay to HM Revenue & Customs any amount claimed by it in its letter to Saitek plc dated 5 October 2007 under reference 705/ECOMP/F?070?EXC1180/SMC, together with any fines, penalties and interest and any professional costs in relation to the same
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Undertaking to Indemnify. The Sellers shall jointly and severally indemnify Buyer, (hereinafter referred to as the "INDEMNIFIED PARTY"), and to hold harmless the Indemnified Party from, any and all liabilities, obligations, losses (including losses resulting from third party claims), damages, penalties, claims, actions, suits, judgments, settlements, and, upon evidence, expenses (including reasonable attorney's fees) and disbursements (hereinafter collectively referred to as the "DAMAGES"), asserted against, suffered or incurred by the Buyer and/or the Companies arising, directly or indirectly, from or in connection with: (a) any breach or inaccuracy of any of the Sellers' representations or warranties contained herein, whether made as of the date hereof or as of the Closing Date (without giving effect to any change or supplement to the Exhibits hereto made after the date hereof) or any agreement, certificate or other document delivered pursuant hereto; (b) any liability or loss whatsoever (whether accrued, absolute, contingent or otherwise) or any decrease in assets of the Companies with a cause or origin in facts, events or transactions arising on or before the Closing, including any pension liabilities or any Tax incurred by the Companies, or any loss by the Companies of a Tax advantage due to any fact, event or transaction having arisen prior to the Closing, and any expense, including fines, late payment penalties borne by the Companies as a result of any Tax, customs or labor assessment and, more generally, of any Tax Proceeding which is not fully reflected or provided for in the Audited Financial Statements (whether or not known to the Companies, the Sellers or the Buyer); or (c) any breach of, or failure of the Sellers to duly perform or observe, any term, provision, covenant, agreement or condition of the Sellers to be performed or observed in accordance with the Agreement or any agreement, certificate or other document delivered pursuant hereto as well as any liability or loss whatsoever (whether accrued, absolute, contingent or otherwise) or any decrease in assets of the Companies arising before, on or after the Closing in connection with the Disposals or the acquisition of the trademark "Triacana", including any Tax liability incurred by the Companies as a consequence of the Disposals or the acquisition of the trademark "Triacana"; or (d) any product designed, manufactured, marketed or sold, or services rendered, by the Companies prior to the Closing Date. The Buyer shal...
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Related to Undertaking to Indemnify

  • Obligation to Indemnify (a) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Seller agrees to indemnify, defend and hold harmless Buyer and its Affiliates (including, after the Closing, the Insurance Companies), and their respective directors, officers, employees, agents, representatives, successors and assigns, without duplication (the “Buyer Indemnified Parties,” and individually a “Buyer Indemnified Party”), from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Buyer Losses,” and individually a “Buyer Loss”) incurred or suffered by any of the Buyer Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Seller contained in this Agreement or in any certificate or other document delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), (ii) any breach of any of the covenants and agreements of Seller contained in this Agreement, and (iii) any Actions set forth on Schedule 10.2; provided, however, that the Buyer Indemnified Parties shall be entitled to indemnification under Section 10.2(a)(i) for breach of representations and warranties made by Seller in Article 3 only when the amount of all Buyer Losses arising therefrom exceeds, in the aggregate, $500,000 (the “Deductible Amount”), in which case the Buyer Indemnified Parties shall be entitled to indemnification for all Buyer Losses, subject to the other provisions of this Agreement, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Seller shall be liable for Buyer Losses under Section 10.2(a)(i) shall not exceed, in the aggregate, an amount equal to 30% of the Purchase Price (the “Cap”); provided, however, the Deductible Amount and the Cap shall not apply to limit any Buyer Losses resulting from or arising out of the Actions listed on Schedule 10.2. For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(a) shall be interpreted to impose liability on Seller for breaches of the representations and warranties of Seller under Article 3 in an aggregate amount greater than the Cap. (b) Subject to the expiration of the representations and warranties of the parties as provided in and the limitations set forth in this Article 10, Buyer agrees to indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, agents, representatives, successors and assigns (the “Seller Indemnified Parties,” and individually a “Seller Indemnified Party; and together with the Buyer Indemnified Parties, the “Indemnified Parties,” and individually an “Indemnified Party”) from and against all liabilities including, without limitation, all costs, expenses, fines, orders, penalties and reasonable outside attorneys’ fees and disbursements (collectively, “Seller Losses,” and together with Buyer Losses, “Losses,” and individually a “Loss”), incurred or suffered by any of the Seller Indemnified Parties, directly or indirectly, by reason of or arising out of or in connection with (i) any breach of any of the representations and warranties of Buyer contained in this Agreement or in any certificate or other documents delivered pursuant hereto (without regard to any Knowledge, materiality or Material Adverse Effect qualifications contained therein), and (ii) any breach of any of the covenants and agreements of Buyer contained in this Agreement; provided, however, that Seller Indemnified Parties shall be entitled to indemnification under Section 10.2(b)(i) for breach of representations and warranties made by Buyer in Article 4 hereof only when the aggregate amount of all Seller Losses arising therefrom exceeds the Deductible Amount, in which case Seller Indemnified Parties shall be entitled to indemnification for all Seller Losses, in excess of the Deductible Amount. Notwithstanding anything else contained herein to the contrary, the maximum amount for which Buyer shall be liable for Seller Losses under Section 10.2(b)(i) shall not exceed, in the aggregate, an amount equal to the Cap; provided, however, the Deductible Amount and the Cap shall not apply to limit any Seller Losses resulting from a breach or inaccuracy of the representations or warranties of Buyer in Section 4.4 (Financing; Buyer’s Ability to Consummate Transaction). For the purpose of clarity, subject to the immediately preceding sentence, nothing in this Section 10.2(b) shall be interpreted to impose liability on Buyer for breaches of the representations and warranties of Buyer under Article 4 in an aggregate amount greater than the Cap. (c) Required payments by any Indemnifying Party pursuant to Section 10.2(a) or 10.2(b) shall be limited to the amount of any Loss that remains after deducting therefrom (i) any insurance proceeds actually recovered by any Indemnified Party and (ii) any indemnity, contribution or other similar payment actually recovered by any Indemnified Party from any third party (including, without limitation, reinsurance recoverables), in each case with respect to such Loss. The Indemnified Party shall use commercially reasonable efforts to collect all such insurance proceeds, reinsurance recoverables and indemnity, contribution and other similar payments.