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Simply put, an indemnification clause lays out in legal language how one company (usually the buyer) will be compensated by another for losses they suffer after a merger or acquisition takes place.
These provisions generally require the portfolio company to expressly acknowledge that the director has rights of indemnification, advancement, and insurance from the sponsor; to agree that it is the indemnitor of first resort and that it is obligated to advance all expenses and indemnify for all judgments, penalties, ...
An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within 4 years after the cause of action accrued.By the original lease contract the parties may reduce the period of limitation to not less than one year.
The obligation to indemnify requires the indemnifying party to: Reimburse the indemnified party for its paid costs and expenses, referred to as losses. Advance payment to the indemnified party for its unpaid costs and expenses, such as: Liabilities.
It seeks to impute liability to the indemnitor for the torts, or negligence, of the indemnitee. The general rule in Georgia is that indemnity clauses are enforceable as written, including those that expressly, clearly, and unequivocally indemnify against a party's own negligence.
An indemnification provision allocates the risk and expense in the event of a breach, default, or misconduct by one of the parties.
Indemnifications, or ?hold harmless? provisions, shift risks or potential costs from one party to another. One party to the contract promises to defend and pay costs and expenses of the other if specific circumstances arise (often a claim or dispute with a third party to the contract).
A release and indemnity agreement, also called an indemnity agreement or a hold harmless agreement, is a legal contract that releases a party from specific liabilities. Essentially, one party in the contract agrees to pay for all potential losses or damages caused by the other party.