Affiliate Indemnification Sample Clauses

Affiliate Indemnification. The Affiliate shall indemnify, defend, and hold harmless the University, its officers, employees, agents, representatives, or any person acting on its behalf and the Students from and against any and all claims, demands, suits, actions, causes of action, judgments, injunctions, orders, rulings, directives, penalties, assessments, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees, expert witness fees and costs, discovery and pretrial costs, and costs incurred in the investigation, prosecution, defense, and/or handling of any action) arising from any claimed injury to or death of persons, or damage to or destruction of property, resulting from or related to: (1) any act or omission of Affiliate or any of Affiliate’s officers, employees, contractors, consultants, agents, representatives, invitees, and any person acting for or on behalf of Affiliate (hereafter collectively the “Affiliate agents”), (2) any accident, fire, or other incident or casualty on or within the Affiliate Facilities and any areas adjacent thereto, and/or (3) any failure on the part of Affiliate or the Affiliate agents to observe or perform any of the terms and conditions herein or comply with any Applicable Laws. Under no circumstances, shall any Student or Program Director/faculty member be considered an agent, officer, or employee of the Affiliate. Furthermore, the Affiliate shall reimburse the University, its officers, employees, agents, or any person acting on its behalf, and the Students for all attorneys’ fees, costs, and expenses incurred in connection with the defense of any such claims. The Affiliate’s obligations under this section E.3 shall survive the expiration or earlier termination of this Agreement.

Affiliate Indemnification. The Affiliate shall indemnify, defend, and hold harmless the University, its officers, employees, agents, representatives, or any person acting on its behalf and the Students from and against any and all claims, demands, suits, actions, causes of action, judgments, injunctions, orders, rulings, directives, penalties, assessments, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees, expert witness fees and costs, discovery and pretrial costs, and costs incurred in the investigation, prosecution, defense, and/or handling of any action) arising from any claimed injury to or death of persons, or damage to or destruction of property, resulting from or related to: (1) any act or omission of Affiliate or any of Affiliate’s officers, employees, contractors, consultants, agents, representatives, invitees, and any person acting for or on behalf of Affiliate (hereafter collectively the “Affiliate agents”), (2) any accident, fire, or other incident or casualty on or within the Affiliate Facilities and any areas adjacent thereto, and/or (3) any failure on the part of Affiliate or the Affiliate agents to observe or perform any of the terms and conditions herein or comply with any Applicable Laws. Under no circumstances, shall any Program Participant be considered an agent, officer, or employee of the Affiliate. Furthermore, the Affiliate shall reimburse the University, its officers, employees, agents, or any person acting on its behalf, and the Students for all attorneys’ fees, costs, and expenses incurred in connection with the defense of any such claims. The Affiliate’s obligations under this section E.3 shall survive the expiration or earlier termination of this Agreement. Student insurance coverage. The School shall require that the Students be appropriately covered by professional liability insurance with limits of liability not less than $1,000,000.00 (One Million) per occurrence, $3,000,000.00 (Three Million) aggregate. If such insurance is written on a claims-made form, it shall continue for five (5) years following termination of this Agreement. In the event that a claims-made policy is canceled or non-renewed, then the Parties acknowledge that the purchase of extended reporting coverage, nose or prior acts coverage, or the establishment of a program of self-insurance or captive insurance or other equivalent vehicle providing the above limits shall satisfy this requirement for the remainder of the five (5...

Affiliate Indemnification. To the extent permitted by law, you agree to indemnify, defend and hold harmless, Dive The World, its related bodies corporate and associates, and each of their respective directors, officers, employees, agents, affiliates, successors and assigns against any claim, suit, action, judgment, demands, proceedings, liability, loss, cost, charge, expenses and other damages, including reasonable solicitor’s fees, arising directly or indirectly out of, or in connection with: (a) any breach or alleged breach of your representations and warranties set out in this Agreement; (b) the failure to comply with or perform your obligations under, or breach of this Agreement including, but not limited to, the failure to shut down the Hyperlink, Widget and Dive The World Content by the Affiliate on termination of this Agreement; (c) the Affiliate website and any content, technology or other materials displayed or contained on the Affiliate website, including, but not limited to, any claim relating to or in connection with the infringement or violation (or the potential infringement or violation) of any intellectual property right of any third party relating to the use of the Dive The World Content by the Affiliate; (d) your failure or alleged failure to comply with any applicable law or regulation including, but not limited to any breach of privacy obligations under clause 7; (e) any negligent, or actual or alleged wrongful act or omission by you, your employees, officers, contractors or agents; (f) any wilful, fraudulent, reckless or intended act or omission by you, your employees, officers, contractors or agents; and/or (g) any breach of a term, obligation, right or entitlement under this Agreement.

Affiliate Indemnification. You will, at your own cost and expense, indemnify, defend and hold harmless, Merchant and its parents, subsidiaries and company affiliates, and each of their respective directors, officers, employees, agents, successors and assigns against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages (even if such claims are groundless, fraudulent or false), including reasonable attorney’s fees, based upon or in connection with

Affiliate Indemnification. Each Affiliate, by acceptance of the registration provisions provided herein, agrees to indemnify and hold harmless the Company, its officers and directors (and any Person who controls the Company within the meaning of Section 15 of the Act) against all claims, losses, damages, liabilities, actions and expenses resulting from any untrue statement or alleged untrue statement of a material fact furnished in writing to the Company by that Affiliate expressly for use in connection with the registration or qualification effected pursuant to this Agreement and used in accordance with such writing and from any omission therefrom or alleged omission therefrom of a material fact needed to be furnished in order to make the information that was furnished, in light of the circumstances, not misleading. Each Affiliate also agrees to reimburse each indemnified Person for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability, action or expense. Notwithstanding anything in the foregoing to the contrary, the aggregate amount for which each Affiliate may be liable pursuant to this Section 2.2(b) and Section 2.2(c) shall not exceed the net proceeds to such Affiliate resulting from the sale of such Affiliate's Registration Shares pursuant to the Registration Statement.

Affiliate Indemnification. The Affiliate shall indemnify, defend, and hold harmless the University, its officers, employees, agents, representatives, or any person acting on their behalf and the Students from and against any and all claims, demands, suits, actions, causes of action, judgments, injunctions, orders, rulings, directives, penalties, assessments, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees and costs, discovery and pretrial costs, and costs incurred in the investigation, prosecution, defense, and/or handling of any action) arising from any claimed injury to or death of persons, or damage to or destruction of property, resulting from or related to: ( 1) any act or omission of Affiliate or any of Affiliate's officers, employees, contractors, consultants, agents, representatives, invitees, and any person acting for or on behalf of Affiliate (hereafter collectively the "Affiliate agents"), (2) any accident, fire, or other incident or casualty on or within the Affiliate Facilities and any areas adjacent thereto, and (3) any failure on the part of Affiliate or the Affiliate agents to observe or perform any of the tenns and conditions herein or comply with any Applicable Laws. Under no circumstances, shall Uai'1:1SII)' otli..•n II J.ap,'▇▇.▇▇ C-1)" C:ollcfc

Affiliate Indemnification. On the Closing Date, the 20 Administrative Agents shall have received a counterpart of the Affiliate Indemnification executed by the parties thereto.

Affiliate Indemnification. You will, at your own cost and expense, indemnify, defend and hold harmless, Merchant and its parents, subsidiaries and affiliates, and each of their respective directors, officers, employees, agents, successors and assigns against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages (even if such claims are groundless, fraudulent or false), including reasonable attorney's fees, based upon or in connection with (i) any breach or alleged breach of your representations, warranties, covenants agreements, or obligations hereunder, (ii) your websites or related business, or any content, technology or other materials displayed or contained thereon, including but not limited to with respect to claims of misappropriation or infringement, (iii) your

Affiliate Indemnification. On the Closing Date, the Administrative Agents shall have received a counterpart of the Affiliate -14- 20 Indemnification executed by the parties thereto. The acceptance of the benefits of the Loans shall constitute a representation and warranty by the Borrower to the Agents and each of the Lenders that all of the applicable conditions specified in Section 4.01 have been satisfied (or waived with the consent of the Required Lenders) as of that time. All of the certificates, legal opinions and other documents and papers referred to in Section 4.01, unless otherwise specified, shall be delivered to the Payments Administrator at its Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts for each of the Lenders and shall be reasonably satisfactory in form and substance to the Agents.