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3Indemnity Sample Clauses

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...
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3Indemnity. 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.
3IndemnityThe 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.
3IndemnitySubject 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.
3IndemnitySubject 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;
3IndemnityThe Chapter shall indemnify, defend, and hold harmless Manager, its officers, directors, members, employees and agents, from claims, demands, causes of action, losses, damages, fines, penalties, liabilities, costs and expenses, including attorneys' fees and court costs (“Claims”) arising from (i) the negligence or misconduct of the Chapter, its officers, directors, Members, employees and agents, or (ii) the breach of this Agreement by the Chapter, including its officers, directors, Members, employees and agents, or (iii) any incorrect information supplied by the Chapter, its officers, directors, Members, employees and agents, or (iv) any material fact known by the Chapter, its officers, directors and employees, concerning the Project that the Chapter fails to disclose to the Manager, or (v) any Claim whatsoever made by a Member, employee, guest, invitee or third party vendor of the Chapter, directly or indirectly against Manager (none of whom shall be deemed third party beneficiaries under the terms of this Agreement), or (vi) the Chapter’s operation of the Premises; provided, however, the Chapter shall not be responsible under this indemnity clause for any Claim that arises solely from the Manager’s gross negligence or willful misconduct. The Manager shall indemnify, defend and hold harmless the Chapter from Claims arising solely from the Manager’s gross negligence or willful misconduct. Manager expressly shall not be liable to the Chapter, its officers, directors, Members, employees, agents, guests and invitees, for any action, conduct, loss or any other form of liability caused directly or indirectly by third party providers employed by the Chapter, whether or not at the direction of the Manager, including but not limited to the third party providers described in this Agreement. The terms of this Paragraph shall survive any termination of this Agreement.
3IndemnityEach Party shall defend, indemnify and hold harmless the other Party and its Affiliates, directors, officers, employees, agents and representatives from and against any and all Claims for physical property damage, personal injury or wrongful death, to the extent that such Claims arise out of or result from the negligence or willful misconduct of the indemnifying Party or such Party's employees, agents or contractors in connection with the provision of a Product or any other performance hereunder. Buyer shall defend, indemnify and hold harmless Seller and its Affiliates, directors, officers, employees, agents and representatives from and against any Claims arising or resulting from any defect in or failure to provide a Product.
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3IndemnityThe Consultant, Principal and the Company will protect, defend, indemnify and hold each other harmless from any losses, costs or liabilities arising as a result of any material breaches of covenants or representations made pursuant to this Agreement, and for any negligence or willful misconduct or for any breaches of applicable law, including but not limited to corporate and securities laws, committed by one party that causes harm to the other party.
3IndemnityTenant 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. Borrower agrees to indemnify and hold Agent, Xxxxxx 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 attorneysfees and disbursements and other costs of investigation or defense (including those incurred upon any appeal) (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; provided that, no Indemnified Person will be indemnified for its (or any of its Related Parties) willful misconduct, bad faith or gross negligence (to the extent determined in a final non-appealable order of a court of competent jurisdiction). 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. 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. ​ ​
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