Example ContractsClausesAgreement to Indemnify
Agreement to Indemnify
Agreement to Indemnify contract clause examples

Agreement to Indemnify. The Company agrees to indemnify Indemnitee as follows:

Manager’s Duty to Indemnify. Manager will defend, indemnify and hold Purchaser and each of its affiliates and their respective partners, members, officers, directors, shareholders, employees, agents, representatives, successors and assigns harmless from and against any and all liabilities, losses, damages, claims, demands, expenses, assessments, judgments, recoveries, deficiencies and costs, including reasonable attorney’s fees (but excluding any consequential, exemplary or punitive damages, other than those consequential, exemplary or punitive damages # arising in connection with the intentional act or omission of Manager resulting in a breach, # arising in connection with the fraud of Manager, or # payable to one or more third parties), to the extent resulting from, arising out of, or based upon claims by a third party directly resulting from any breach by Manager of any warranty, representation, agreement or obligation contained in this Agreement.

Agreement. The Credit Agreement is hereby amended to # delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double- underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Exhibit A hereto and # replace Exhibit C-11] of the Credit Agreement with [Exhibit B] attached hereto.

Agreement.Agreement” shall have the meaning set forth in the Stock Option Grant Notice.

Agreement. Each of this Agreement and the Paying Agency Agreement have been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

Agreement. This Agreement evidences the award to the Participant of the cash amount set forth above. This Cash Award is the right to receive the amount of cash reflected above as described in [Section 4] of the Agreement. The Agreement and the Cash Award shall be subject to the following terms and conditions and the provisions of the Plan, which are hereby incorporated by reference. A copy of the Plan may be obtained by the Participant from the office of the Secretary of Adtalem or from the stock administrator’s website.

Agreement. The Administrative Agent (or its counsel) shall have received a counterpart of this Agreement (which may include facsimile transmission or electronic mail transmission of a signed signature page of this Agreement) that, when taken together, bear the signatures of each Borrower and each Lender.

Agreement. This Agreement is entered into pursuant to the 2009 Verizon Communications Inc. Long-Term Incentive Plan, as amended and restated (the “Plan”), and evidences the grant of a restricted stock unit award in the form of RSUs pursuant to the Plan. In consideration of the benefits described in this Agreement, which Participant acknowledges are good, valuable and sufficient consideration, the Participant agrees to comply with the terms and conditions of this Agreement, including the Participant’s obligations and restrictions set forth in [Exhibit A] to this Agreement and the Participant’s non-competition, non-solicitation, confidentiality and other obligations and restrictions set forth in [Exhibit B] to this Agreement, both of which are incorporated into and are a part of the Agreement. The RSUs and this Agreement are subject to the terms and provisions of the Plan. By executing this Agreement, the Participant agrees to be bound by the terms and provisions of the Plan and this Agreement, including but not limited to the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement. In addition, the Participant agrees to be bound by the actions of the Human Resources Committee of Verizon Communication’s Board of Directors or any successor thereto (the “Committee”), and any designee of the Committee (to the extent that such actions are exercised in accordance with the terms of the Plan and this Agreement). If there is a conflict between the terms of the Plan and the terms of this Agreement, the terms of this Agreement shall control.

The agrees to indemnify and as set forth in [Section 25(c)] of the Custodial Agreement.

Indemnification. The Company shall indemnify the Executive in accordance with the Indemnification Agreement between the parties of even date herewith.

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