3Indemnity. 7.3.1This provision protects each Party from liability incurred to third parties as a result of carrying out the provisions of this Agreement. Liability under this provision is exempt from the general limitations on liability found in article 7.2.
3Indemnity. The Concessionaire shall indemnify, defend and hold the Hospital Authority and the DoHFW harmless against any and all proceedings, actions and third party claims arising out of a breach by Concessionaire of any of its obligations under this Agreement.
3Indemnity. Subject to clause 11.3(c), the Hirer at all times indemnifies and will continue to indemnify, hold harmless and defend the Department, the School Council and their respective Associates (in this clause, each an Indemnified Party) against any Losses which any Indemnified Party suffers or incurs as a result of any demand, suit, action, claim or proceeding against an Indemnified Party where the Losses arise as a direct or indirect result of any of the following: personal injury, including sickness and death; property damage;
3Indemnity. Subject to clause 11.2, the Reserve Provider indemnifies AEMO against any liability or loss arising from, and any costs, charges or expenses incurred in connection with, a claim by a third person against AEMO with respect to, arising from, or in connection with, any act or omission of the Reserve Provider in relation to the provision of reserve.
3Indemnity. Borrower agrees to indemnify and hold Agent, Lender and their officers, directors, employees, agents, in-house attorneys, representatives and shareholders (each, an “Indemnified Person”) harmless from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable and invoiced out-of-pocket costs (including attorneys’ fees) and disbursements and other costs of investigation or defense within ten (10) days of receipt of such invoice (which ten (10) day period shall not apply to costs, expenses, damages and liabilities, out-of-pocket costs (including attorneys’ fees) and disbursements and other costs of investigation or defense (including those incurred upon any appeal) due on the Term Loan Maturity Date or in connection with a payoff in full of the Secured Obligations) (collectively, “Liabilities”), that may be instituted or asserted against or incurred by such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or the administration of such credit, or in connection with or arising out of the transactions contemplated hereunder and thereunder, or any actions or failures to act in connection therewith, or arising out of the disposition or utilization of the Collateral, excluding in all cases Liabilities to the extent resulting solely from any Indemnified Person’s gross negligence or willful misconduct. Borrower agrees to pay, and to save Agent and Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes (excluding taxes imposed on or measured by the net income of Agent or Lender) that may be payable or determined to be payable with respect to any of the Collateral or this Agreement. In no event shall any Indemnified Person be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). This Section 6.3 shall survive the repayment of indebtedness under, and otherwise shall survive the expiration or other termination of, the Loan Agreement. This Section 6.3 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
3Indemnity. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify, pay and hold harmless Administrative Agent, Managing Agents and Co-Arrangers and Lenders, and the officers, directors, employees, agents and affiliates of Administrative Agent and Lenders (collectively called the "Indemnitees") from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of the Letters of Credit hereunder or the use or intended use of any of the Letters of Credit) or the statements contained in the commitment letter delivered by any Lender to Company with respect thereto (collectively called the "Indemnified Liabilities"); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of al...
3Indemnity. 45.3.1 The Developer hereby indemnifies and agrees and undertakes that from the Effective Date and thereafter during the Term and even after expiry of the Term or upon the earlier termination of the Agreement, it shall keep indemnified and otherwise saved and harmless the Indemnified Parties, Authority, RLDA, their agents and employees, their consultants from and against any and all Liabilities, claims, demands made against and/or loss caused and/or the damages suffered and/or cost, charges/expenses incurred or put to and/or penalty levied and/or any claim due to injury or death of any person and/or loss or damage caused or suffered to any property owned or belonging to Authority and/or RLDA and /or Railways, their agents and employees or third party as a result of any acts, deeds or thing done or omitted to be done by Developer (or any personnel, agent, representative, or Sub-Contractors thereof) or as a result of failure on the part of Developer to perform any of its obligations under this Agreementthe Agreement, or on the Developer committing breach of any of the terms and conditions of the Agreement or on the failure of the Developer to perform any of its statutory duty and/or obligations or failure or negligence on the part of Developer to comply with any Applicable Laws or Applicable Permits or as a consequence of any notice, show cause notice, action, suit or proceedings, given, initiated, filed or commenced by any third party (including End Users or Government Authority) or as a result of any failure or negligence or default of the Developer or the Sub-Contractors and/or their invitees as the case may be, in connection with or arising out of the Agreement or arising out of or in connection with Developer’s use and occupation of the Site and Commercial Development Assets located thereon or due to the non performance by the Developer of any of its obligations under the Sub-Lease Deed with End Users.
3Indemnity. Tenant agrees to defend, indemnify, and hold harmless Landlord from and to assume all duties, responsibilities, and liabilities at is sole cost and expense, for all duties, responsibilities and liability (for payment of penalties, sanctions, forfeitures, losses, costs, or damages, including attorneys’ fees) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding arising out of or related to the failure of Tenant or any of the other Tenant Parties (defined in Section 10.1) to comply with any of the Environmental Laws, including without limitation, any regulations, guidelines, standards or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental conditions or matters as may now or hereafter be in effect. The indemnification of this Section specifically includes all costs, expenses and fees incurred in connection with any investigation of the condition of the Premises or the Property, as applicable, or any clean-up, remedial, removal or restoration work required by any governmental authority. Tenant shall not be obligated to indemnify Landlord for environmental conditions existing on the Premises prior to the Commencement Date unless caused or exacerbated by any of the Tenant Parties (defined in Section 10.1) or for any Hazardous Materials present on the Premises because of the gross negligence of Landlord.
3Indemnity. Subject to clause 14.3(b), the Licensee must indemnify and keep indemnified the School Council and its Associates from and against all Claims that the Licensee or its Associates suffer or incur in respect of or arising from:
3Indemnity. Purchaser agrees to indemnify, defend (with counsel reasonably acceptable to Seller) and hold harmless Seller from any and all claims, demands, liabilities, losses, damages, liens, costs and expenses asserted against Seller or the Property arising out of or resulting from Purchaser’s investigations of the Property prior to Closing and to pay Seller all costs and expenses, including reasonable attorneys’ fees and expenses, incurred in defending any such matter, including any appeals thereof; provided, however, that this indemnity shall not extend to and in no event shall Purchaser be liable to Seller for (a) any gross negligence or misconduct of Seller, or any agent, contractor or employee of Seller, or (b) any pre-existing conditions on or about the Property, except to the extent exacerbated by Purchaser’s, its agent’s, contractor’s, and/or 10808008 employee’s investigations of the Property. The provisions of this Paragraph 2.3 shall survive Closing and any termination of this Agreement.
