Indemnification by the District Sample Clauses

Indemnification by the District. (i) Subject to the limitations on liability provided in Article 7, Section 10.13, and this Section 10.2 and to the extent not in violation of La. R.S. 38:2195, the District agrees that to the fullest extent permitted by law, it will defend, indemnify and hold harmless the Operator and its Affiliates and Contractors, and their respective Representatives (the “Operator Indemnified Parties”) from and against (and pay the full amount of) any Loss-and-Expense, and will defend the Operator Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property and for any Loss-and-Expense to the extent arising out of (A) any breach by the District of any representation, warranty or covenant of the District in this Agreement, (B) any Third Party claims for which the District has assumed responsibility under this Agreement, (C) the gross negligence or willful misconduct of any District Indemnified Party, (D) any Loss-and-Expense to the extent attributable to actions or omissions with respect to the ownership, operation, maintenance, or any environmental condition of the East Bank Parish System occurring or existing prior to the Transfer Date,
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Indemnification by the District. To the extent permitted by law, the District agrees to indemnify and hold harmless the Bank and each of its Related Parties (each an “Indemnitee”) from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever which an Indemnitee may incur (or which may be claimed against an Indemnitee by any Person) by reason of or in connection with the execution and delivery of and consummation of the transactions contemplated under the Letter of Credit and this Agreement and the other Related Documents, including, without limitation, (i) the offering, sale, remarketing or resale of the Bonds (including, without limitation, by reason of any untrue statement or alleged untrue statement contained or incorporated by reference in any preliminary official statement or official statement (other than those statements relating to the Bank supplied in writing by the Bank expressly for inclusion therein), or in any supplement or amendment thereof, prepared with respect to the Bonds, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading or the failure to deliver a preliminary official statement or an official statement to any offeree or purchaser of Bonds) and (ii) the execution and delivery of, or payment or failure to pay by any Person under, this Agreement; provided, however, that the District shall not be required to indemnify an Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of the Indemnitees. Nothing in this Section 7.05(b) is intended to limit the obligations of the District under the Bonds or of the District to pay its Obligations hereunder and under the Related Documents. The foregoing notwithstanding, the obligations of the District under this Section 7.05(b) shall not be or constitute general obligations or indebtedness of the District within the meaning of any constitutional or statutory provision, but are payable from and solely secured by a lien upon and pledge of the Pledged Funds which pledge and lien is junior and subordinate in all respects to the pledge and lien upon such Pledged Funds granted to the holders of the Bonds.
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Indemnification by the District. The District covenants and agrees to indemnify, defend and hold Lessee harmless from and against any and all losses, claims, suits, damages and expenses (including reasonable attorneys’ fees) asserted by third parties arising out of the condition of the Site existing prior to the commencement of this Site Lease and/or the Facilities Lease, whether or not known to District; provided, however, that the District shall not be required to indemnify Lessee in the event that such liability or damage is caused by the negligent or intentional wrongful act or omission of Lessee. All liabilities under this Site Lease on the part of District are solely liabilities of District, and Lessee hereby releases each and every trustee, officer, employee, agent, representative, and volunteer of District from any personal liability or individual liability under this Site Lease. Except as otherwise provided in this section, no trustee, officer, employee, agent, representative, or volunteer of District shall at any time or under any circumstances be individually or personally liable for anything done or omitted to be done by District under this Site Lease. District further agrees to defend and hold lessee harmless from and against any and all losses, claims, suits, damages and expenses (including reasonable attorneys’ fees) asserted by third parties arising out of its beneficial occupancy of the site prior to the completion of construction, if any; provided, however, that the District shall not be required to indemnify Lessee in the event that such liability or damage is caused by the negligent or intentional wrongful act or omission of Lessee.
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Indemnification by the District. If the Contract has any provision that requires the District to indemnify, defend and/or hold harmless the Contractor, such provision will be void and have no force or effect.
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Indemnification by the District. The District covenants and agrees to indemnify, defend and hold Lessee harmless from and against any and all losses, claims, suits, damages and expenses (including reasonable attorneys’ fees) asserted by third parties arising out of the condition of the Site existing prior to the commencement of this Site Lease and/or the Facilities Lease, whether or not known to District; provided, however, that the District shall not be required to indemnify Lessee in the event that such liability or damage is caused by the negligent or intentional wrongful act or omission of Lessee. All liabilities under this Site Lease on the part of District are solely liabilities of District, and Lessee hereby releases each and every trustee, officer, employee, agent, representative, and volunteer of District from any personal liability or individual liability under this Site Lease. Except as otherwise provided in this section, no trustee, officer, employee, agent, representative, or volunteer of District shall at any time or under any circumstances be individually or personally liable for anything done or omitted to be done by District under this Site Lease.
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Indemnification by the District. (i) Subject to the limitations on liability provided in Article 7, Section 10.13, and this Section 10.2 and to the extent not in violation of La. R.S. 38:2195, the District agrees that to the fullest extent permitted by law, it will defend, indemnify and hold harmless the Operator and its Affiliates and Contractors, and their respective Representatives (the “Operator Indemnified Parties”) from and against (and pay the full amount of) any Loss-and-Expense, and will defend the Operator Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property and for any Loss-and-Expense to the extent arising out of (A) any breach by the District of any representation, warranty or covenant of the District in this Agreement, (B) any Third Party claims for which the District has assumed responsibility under this Agreement, (C) the gross negligence or willful misconduct of any District Indemnified Party, (D) any Loss-and-Expense to the extent attributable to actions or omissions with respect to the ownership, operation, maintenance, or any environmental condition of the East Bank Parish System occurring or existing prior to the Commencement Date, (E) any claim brought by a retail or wholesale utility customer of the District, and (F) any claim that (x) the Operator’s use of any Intellectual Property of the District, provided by or on behalf of the District or District Related Parties, except Intellectual Property procured by or selected by the District based upon the recommendation of the Operator in accordance with this Agreement, or (y) the Operator’s use of the Intellectual Property of the District in accordance with this Agreement, infringes or otherwise violates Intellectual Property rights of any third party; provided that such indemnity shall exclude: Loss-and-Expense to the extent arising out of: (1) any matter for which the Operator is responsible under this Agreement, (2) the negligence or willful misconduct of any Operator Indemnified Party, (3) any Force Majeure event or Operator Fault, (4) any act or omission of any Operator Indemnified Party determined to be responsible for or contributing to the Loss-and-Expense, or (5) any act or omission with respect to the ownership, operation, maintenance, or any environmental condition of the AWT Assets occurring or existing prior to the Commencement Date.
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Indemnification by the District. The District shall assume the defense of, indemnify and save harmless, the City, its officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of the District with respect to this Agreement; provided, however, that the District shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees.
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Indemnification by the District. The District hereby agrees to defend, indemnify and hold harmless the City of Santa Xxxxxx, its City Council, boards and commissions, officers, agents, employees, and volunteers (collectively “City”) from and against all claims, damages, losses, expenses, demands, liability, lawsuits, and judgments including, but not limited to, attorney’s fees, arising directly or indirectly from or in any manner related to the District’s possession, occupancy or use of the Premises pursuant to this Agreement or arising from or in any manner connected to the District’s business, activities, operations, services or work conducted in, or about the Premises, except as otherwise expressly stated herein. For purposes of this paragraph, District use of the premises shall also include use by any organization, entity or individual other than the City and the City’s agents. However, the District shall not be required to indemnify the City where such claim arises from the negligence or wrongful misconduct of the City. The City shall promptly notify the District of any claim and cooperate with the District in connection with the defense of such claim.
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Indemnification by the District. The District agrees that to the extent permitted by applicable law, it will protect, indemnify, and hold harmless the County and its elected officials, administrators, and employees (“County Indemnified Parties”) from and against (and pay the full amount of) all liabilities, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions, and reasonable attorney’s fees (collectively, “Loss-and-Expense”), and will defend the County Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of (1) the negligence of the District or any of its officials, administrators, and employees, in connection with its obligations or rights under this Agreement, (2) any District breach of this Agreement, or the (3) performance-or non-performance of the District’s obligations under this Agreement. The District shall not, however, be required to reimburse or indemnify any County Indemnified Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any County Breach, (b) the negligence or other wrongful conduct of any County Indemnified Party, or (c) any Uncontrollable Circumstance. A County Indemnified Party shall promptly notify the District of the assertion of any claim against it for which it is entitled to be indemnified, shall give the District the opportunity to defend such claim, and shall not settle the claim without the approval of the District. These indemnification provisions are for the protection of the County Indemnified Parties only and shall not establish, of themselves, any liability to third parties. The provisions of this subsection shall survive termination of this Agreement.
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Related to Indemnification by the District

  • Indemnification by the Company The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

  • Indemnification by Us We shall defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that the use of the Purchased Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against You”), and shall indemnify You for any damages, attorney fees and costs finally awarded against You as a result of, and for amounts paid by You under a court-approved settlement of, a Claim Against You; provided that You (a) promptly give Us written notice of the Claim Against You, (b) gives Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the settlement unconditionally releases You of all liability), and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against You, or if We reasonably believe the Purchased Services may infringe or misappropriate, We may in Our discretion and at no cost to You (i) modify the Purchased Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Your continued use of the Purchased Services in accordance with this Agreement, or (iii) terminate Your User subscriptions for such Services upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification by Xxxxxx Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 5 and the amount of any damages Holder has otherwise been required to pay by reason of such untrue statement or omission) received by Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by the Lenders Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

  • Indemnification by the Purchaser Each Purchaser will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any 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 such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of such Purchaser to comply with the covenants and agreements contained in Sections 5.2 or 7.2 of this Agreement respecting the sale of the Shares or (ii) the inaccuracy of any representation made by such Purchaser in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein; provided, however, that the Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Purchaser has delivered to the Company in writing a correction before the occurrence of the transaction from which such loss was incurred, and the Purchaser will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

  • Indemnification by Provider If an action is brought against SAP by a third party arising from (a) any taxes and related costs, interest and penalties paid or payable by SAP, (b) Provider’s representations not authorized by SAP, (c) Provider’s breach of this Agreement, including but not limited to: (i) any breach or violation of applicable export laws or regulations; or (ii) action in excess of Provider’s authority hereunder and arising out of any claims by any Customers or End Users; or (d) Provider’s failure to comply with the terms of the Customer Service Agreement, (e) any agreement between Provider and its distributors, resellers or Customers, (f) a claim that any Provider Confidential Information infringes, misappropriates or violates any patent, copyright or trademark of any third party or Provider's combining (or its authorizing others to combine) the Software with any products not provided by SAP, or (g) a third party’s assertion that Provider acted as SAP's agent or otherwise on its behalf, then Provider shall defend SAP, at Provider's expense, and shall pay any settlement amounts Provider authorizes and all damages, costs and attorneys’ fees finally awarded against SAP in the action. Provider shall indemnify and hold harmless SAP from any damages and costs SAP incurs as a consequence of any infringement of intellectual property rights of third parties caused by any of the circumstances set forth in this Section or the use of the Software not in accordance with this Agreement.

  • Indemnification by the Borrower The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

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