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If you are the indemnified party, an indemnification clause is simply a promise by the other party to cover your losses if they do something that causes you harm or causes a third party to sue you. (Startup Law Talk)
On the other hand, sandbagging clauses provide that an indemnified party can receive indemnification for damages resulting from the breach of a representation or warranty even if the indemnified party knew that the representation or warranty was false when made. (metzlewis.com)
What do the words "keep indemnified" add to an indemnity? There is surprisingly little case law on this point. There is an argument that including the wording may help to ensure that the indemnified party is not required to combine all claims it may have during the term of the relevant agreement into one single claim. There is a second argument that including the wording may help to ensure that the indemnity survives termination of the agreement. (Osborne Clarke)
