Indemnity for Losses Sample Clauses

Indemnity for Losses. Sensor-Technik shall defend, indemnify, and hold harmless Xxxxx for Losses proximately caused by Defective Products manufactured by Sensor-Technik, other than Losses which are proximately caused by (i) Xxxxx’x acts or omissions, or the acts or omissions of any person which purchases, resells, uses, or operates Products, or (ii) misuse of the Products. If it cannot be readily determined whether or the extent to which the Losses were proximately caused by Defective Products, either Party may submit the matter to binding arbitration pursuant to Article 10 to determine the amounts attributable to the Defective Products or to each Party, as the case may be.
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Indemnity for Losses. The Borrower shall indemnify the Bank for -------------------- any loss or expense (including, without limitation, any interest paid by the Bank to lenders of funds borrowed by it to make or maintain any Advance and any loss incurred by the Bank in connection with the reemployment of funds obtained by the Bank for the purpose of making or maintaining any Advance hereunder) which the Bank may sustain as a result of (i) any payment or prepayment of any Advance on a date other than the last day of any Interest Period, (ii) any failure of the Borrower to borrow on a date specified in a Borrowing Advice furnished hereunder or (iii) any failure by the Borrower to prepay any amount on the date and in the amount specified in a notice furnished by the Borrower in accordance with the terms hereof. A certificate as to any amounts payable pursuant to the foregoing submitted by the Bank to the Borrower shall, in the absence of manifest error, be conclusive.
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Indemnity for Losses. AVIA Ashok shall defend, indemnify, and hold harmless Xxxxx and its Affiliates for Losses proximately caused by Defective Products. Each Party shall defend, indemnify and hold harmless the other Party and its Affiliates from the appropriate Losses (a) caused by or related to Products, other than Losses which are proximately caused by Defective Products or (b) which are proximately caused by the Party’s acts or omissions, including, but not limited to, (i) specifications as to design or materials, as contained in Attachment B, (ii) any failure to provide adequate warnings or instructions for use of the Product (including proper packaging and labeling), (iii) testing, storage, handling, release, export, import or shipment of the Product and (iv) misuse of the Products. The Parties shall only be responsible for indemnification under this section 10.2 for their own products and parts. Xxxxx shall defend, indemnify, and hold harmless ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Xxxxx – AVIA Ashok Supply Agreement AVIA for Losses stemming from or arising out of (i) specification requested by Xxxxx or (ii) components added to the AVIA Products by Xxxxx.
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Indemnity for Losses. 23 4.13. Purpose of Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 4.14. Maximum Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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Indemnity for Losses. The Company agrees, without prejudice to any other rights of the Banks hereunder, to indemnify each Bank and to hold each Bank harmless from any loss or expense (excluding loss of profit) which such Bank may sustain or incur as a consequence of (a) default by the Company in payment of the principal of, or, to the extent permitted by law, interest on, any Loan or Uncommitted Advances of such Bank, (b) failure by the Company to comply with any condition set forth in Section 6 after having given a notice of borrowing in accordance with Section 2.2 or 3.2, or failure by the Company to borrow after having given a notice of borrowing in accordance with Section 2.2 or having accepted a bid in accordance with subsection 3.2(f), (c) any acceleration of the Loans or Uncommitted Advances pursuant to Section 8, or (d) the Company making any payment on a day which is not a Maturity Date with respect thereto, including, in each case, but not limited to, any such loss or expense arising from interest or charges payable by such Bank to lenders of funds obtained by it in order to maintain its Loan or Uncommitted Advance.
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Indemnity for Losses. Each Party shall defend, indemnify, and hold harmless the other Party and its Affiliates for Losses proximately caused by defective Products or defective Modules manufactured by that party, other than Losses which are proximately ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. caused by (i) the non-manufacturing Party’s acts or omissions, or the acts or omissions of any person which purchases, resells, uses, or operates Products or Modules, or (ii) misuse of the Products or Modules, if it cannot be readily determined whether or the extent to which the Losses were proximately caused by defective Products or defective Modules, either Party may submit the matter to binding arbitration pursuant to Article 10 of this Agreement to determine the amounts attributable to the defective Products or defective Modules, or to each Party, as the case may be.
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Indemnity for Losses. If, in the exercise of its discretion, TfL agrees to take the action requested in a notice given pursuant to clause 8.2(a), then (unless TfL in its absolute discretion otherwise agrees) Project Co shall be responsible for, and shall release and indemnify TfL and any TfL Related Party, for all Losses suffered or incurred as a consequence of or in connection with taking such action and the exercise of such statutory power.
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Related to Indemnity for Losses

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Exculpation and Indemnification of Escrow Agent (a) Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice or depositing the Escrow Funds. Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person's or entity's obligations hereunder or under any such document. Except for this Agreement and instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Limitation of Liability of the Adviser; Indemnification The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the preceding sentence of this Paragraph 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder).

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Indemnification; Third Party Claims (a) The Special Servicer and any Affiliate, director, officer, employee, member, manager or agent of the Special Servicer (the “Special Servicer Indemnified Parties”) shall be indemnified and held harmless out of the proceeds of the Mortgage Loans, any Serviced Companion Loans and any B Notes (including REO Loans), against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses (“Special Servicer Losses”) incurred in connection with any legal action relating to (i) this Agreement, any Mortgage Loans, any Serviced Companion Loans, any B Notes, any REO Property or the Certificates or any exercise of any right under this Agreement reasonably requiring the use of counsel or the incurring of expenses and (ii) any action properly taken by the Special Servicer in accordance with this Agreement based on an instruction delivered in writing to the Special Servicer by the Trustee, the Controlling Class Representative or the Master Servicer pursuant to any provision of this Agreement, and the Special Servicer and each of its Affiliates, directors, officers, employees, members, managers and agents shall be entitled to indemnification from the Trust for any loss, liability or expense (including attorneys’ fees) incurred in connection with the provision by the Special Servicer of any information included by the Special Servicer in the report required to be provided by the Special Servicer pursuant to this Agreement, in each case other than any loss, liability or expense: (A) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (B) which constitutes a Servicing Advance that is otherwise reimbursable under this Agreement; (C) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (D) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any willful misfeasance, bad faith or negligence on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. Except as provided in the following sentence, indemnification for Special Servicer Losses described in the preceding paragraph (including in the case of such Special Servicer Losses that relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense) shall be paid out of collections on, and other proceeds of, the Mortgage Loans as a whole but not out of collections on, or other proceeds of, any Serviced Companion Loan or any B Note. In the case of any such Special Servicer Losses that do not relate primarily to the administration of the Trust, to any REMIC Pool or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense:

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