AGREEMENT OF INDEMNITY. The Company agrees to indemnify the Independent Director as follows:
(a) Subject to the exceptions contained in Section 8(a) below, if the Independent Director was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Independent Director’s Corporate Status, the Independent Director shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Independent Director in connection with such Proceeding (referred to herein as “INDEMNIFIABLE EXPENSES” and “INDEMNIFIABLE LIABILITIES,” respectively, and collectively as “INDEMNIFIABLE AMOUNTS”).
(b) Subject to the exceptions contained in Section 8(b) below, if the Independent Director was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company, to procure a judgment in its favor by reason of the Independent Director’s Corporate Status, the Independent Director shall be indemnified by the Company against all Indemnifiable Expenses.
(c) For purposes of this Agreement, the Independent Director shall be deemed to have acted in good faith in conducting the Company’s affairs as an independent director of the Company and/or a member of a committee of the Board of the Company, if the Independent Director: (i) exercised or used the same degree of diligence, care, and skill as an ordinarily prudent man would have exercised or used under the circumstances in the conduct of his own affairs; or (ii) took, or omitted to take, an action in reliance upon advise of counsels or other professional advisors for the Company, or upon statements made or information furnished by other directors, officers or employees of the Company, or upon a financial statement of the Company provided by a person in charge of its accounts or certified by a public accountant or a firm of public accountants, which the Independent Director had reasonable grounds to believe to be true.
AGREEMENT OF INDEMNITY. The Union shall relieve the School District of any financial exposure due to enforcement of the agency shop provision. It is agreed that in the event a teacher is notified of the discontinuation of employment under Article
2.1 D of the contract and the Teacher shall contest the same, the Union shall bind itself to pay any expenses, costs, fees, obligations, or losses of any kind which may rise in connection with any phase of said contest. Legal counsel in any connection arising under this provision shall be selected by the Union.
AGREEMENT OF INDEMNITY. (a) Indemnitors, at their sole cost and expense, hereby jointly and severally, irrevocably and unconditionally agree to defend, protect, indemnify and hold Lender and every other Indemnified Party harmless from and against any and all Indemnified Losses incurred by Lender or such other Indemnified Party relating to, resulting from or otherwise attributable to, directly or indirectly, (i) any Hazardous Substance present or alleged to be present in, upon, under, over or at, or emanating from or alleged to be emanating from (A) the Property or (B) any other property owned and/or leased by Borrower (including, without limitation, Hazardous Substances which are incorporated into any building or improvements located thereon), whether or not such Hazardous Substances were produced, stored, used or transported in compliance with applicable Environmental Laws and regardless of whether such Hazardous Substances are present (or are alleged to be present) at or emanating (or are alleged to be emanating) from the Property or such other property by reason of the acts or omissions of Borrower, any other Indemnitor or any Affiliate, employee, agent, lessee or invitee thereof, (ii) any activity (and the consequences thereof), including any release of Hazardous Substances, or claimed activity (and the consequences thereof) carried on or undertaken on or off the Property, whether by Borrower, any other Indemnitor, any predecessor in title, any Affiliate of any such Person, any employees, agents, contractors or subcontractors of the foregoing Persons, or any third persons at any time occupying or present on
(A) the Property or (B) any other property owned and/or leased by Xxxxxxxx (including, in either case, without limitation, Hazardous Substances which are incorporated into any building or improvements located thereon), in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Substances at any time located or present on, under or incorporated in, or used in connection with, the Property or any other property owned and/or leased by (or on behalf of) Borrower, (iii) the violation (and the consequences thereof) or claimed violation (and the consequences thereof) of any applicable Environmental Law affecting the Property or any other property owned and/or leased by Borrower, or affecting such property, (iv) the imposition or recording of a lien against the Property pursuant to any Environmental Law, (v) the ...
AGREEMENT OF INDEMNITY. Community Partner expressly represents and warrants to United Way that the Community Partner (including its officers, directors, employees and volunteers) are not and shall not be construed to be employees of United Way and that the Community Partner is solely responsible for its actions and inactions in performing this Agreement and for filing all necessary forms and returns and for making all required payments with the relevant taxing authorities. Notwithstanding the use of the term “partner” in this Agreement, the parties hereto acknowledge that the relationship hereunder is one of independent contractor and does not constitute any relationship of master and servant, franchisor and franchisee, agent and principal, partnership or joint venture between the parties. Community Partner shall not obligate United Way for materials, services or any other obligation, nor shall Community Partner have any authority to obligate United Way for any expense of any nature whatsoever. Community Partner shall have no authority to enter into any contract binding upon United Way or to create any obligations on behalf of United Way. United Way shall not obligate Community Partner for any additional responsibilities not included in this Agreement without consulting and obtaining approval from the Community Partner. Community Partner retains the sole right to control or direct the manner in which its services are to be performed. Community Partner will, indemnify and hold harmless United Way and its officers, directors, and employees from any and all claims, losses, liabilities, damages, expenses, causes of action and costs (including attorneys' fees and court costs) incurred by or brought against United Way, caused by or which in any way result from any breach by the Community Partner of this Agreement, or as a result of any other act or omission of the Community Partner/s, whether in connection with this Agreement or otherwise.
AGREEMENT OF INDEMNITY. Provider shall fully protect, indemnify, and save harmless and defend Manager and Owner, their directors, shareholders, officers, agents, subsidiaries, affiliates, and employees, from and against any and all loss, cost (including reasonable attorneys' fees, fines, penalties and costs), damage, injury, liability, claims, or causes of actions, actually or allegedly arising out of or resulting from:
13.1 The negligent performance or nonperformance by Provider (or its subcontractors, agents and employees) of the Services;
13.2 The negligence or willful misconduct of Provider or its subcontractors, agents or employees;
13.3 Worker’s compensation claims by the Provider or its subcontractors, agents or employees; or
13.3.1 Provider’s failure to comply with its obligations under this Contract.
AGREEMENT OF INDEMNITY. FURTHER, IN CONSIDERATION OF THE RIGHT TO PARTICIPATE IN A CAROLINA CREEK CHRISTIAN CAMPS ACTIVITY, TO THE MAXIMUM EXTENT ALLOWED BY LAW, PARTICIPANT RELEASES, INDEMNIFIES, HOLDS HARMLESS AND AGREES NOT TO BRING ANY LAWSUIT OR CAUSE OF ACTION AGAINST CAROLINA CREEK CHRISTIAN CAMPS, ITS STAFF, PERSONNEL, CONTRACTORS, DIRECTORS, OFFICERS, AGENTS, OR ANY OF ITS REPRESENTATIVES (THE 'RELEASED PARTIES') FOR LIABILITY OR CLAIMS OF ANY NATURE, INCLUDING LOSS OR DAMAGE TO PROPERTY, PERSONAL INJURY, EXPOSURE TO COMMUNICABLE DISEASE, SUCH AS COVID-19, INFLUENZA, OR SIMILAR CONTAGION, OR DEATH, SUFFERED BY PARTICIPANT IN ANY WAY RELATED TO PARTICIPANT'S ENROLLMENT, PARTICIPATION IN, OR TRANSPORTATION RELATED TO A CAROLINA CREEK CHRISTIAN CAMPS ACTIVITY. IN ADDITION, PARTICIPANT AGREES TO INDEMNIFY THE RELEASED PARTIES (THAT IS DEFEND THEM, INCLUDING SATISFACTION OF LIABILITIES, COSTS AND ATTORNEY'S FEES) FROM CLAIMS BROUGHT BY PARTICIPANT, MEMBERS OF PARTICIPANT'S FAMILY AND ANY OTHER PERSON ARISING OUT OF PARTICIPANT'S PARTICIPATION IN, OR TRANSPORTATION RELATED TO A CAROLINA CREEK CHRISTIAN CAMPS ACTIVITY. THE CLAIMS WHICH ARE THE SUBJECT OF THESE AGREEMENTS OF RELEASE AND INDEMNITY INCLUDE THOSE ARISING FROM THE NEGLIGENCE OF ANY RELEASED PARTIES, EXCEPT NOT WHERE CAUSED BY ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE RELEASED PARTIES. THE ACTIVITIES INTENDED TO BE COVERED BY THIS AGREEMENT OF RELEASE AND INDEMNITY INCLUDE ACTIVITIES ON OR OFF CAROLINA CREEK CHRISTIAN CAMPS’ PREMISES, INCLUDING TRANSPORTATION TO AND FROM CAROLINA CREEK CHRISTIAN CAMPS ACTIVITIES AND ON THE CAROLINA CREEK CHRISTIAN CAMPS’ GROUNDS OR ANY PREMISES UTILIZED BY CAROLINA CREEK CHRISTIAN CAMPS FOR ANY OF ITS ACTIVITIES.
AGREEMENT OF INDEMNITY. (a) Damascus 100 hereby, irrevocably and unconditionally agrees to jointly and severally defend, indemnify and hold FREIT harmless from and against any and all claims, demands, causes of action, liabilities, losses, costs incurred by FREIT as a result of any and all action and enforcement of the Guaranty Documents to the extent of Damascus 100’s thirty percent (30%) share of the Percentage Interest in the LLC.
AGREEMENT OF INDEMNITY. The Company agrees to indemnify the Independent Director as follows: (a) Subject to the exceptions contained in Section 8(a) below, if the Independent Director was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Independent Director’s Corporate Status, the Independent Director shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Independent Director in connection with such Proceeding (referred to herein as “INDEMNIFIABLE EXPENSES” and “INDEMNIFIABLE LIABILITIES,” respectively, and collectively as “INDEMNIFIABLE AMOUNTS”).
AGREEMENT OF INDEMNITY. The Company agrees to indemnify the Independent Director as follows: (a) Subject to the exceptions contained in Section 8(a) below, if the Independent Director was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of the Independent Director’s Corporate Status, the Independent Director shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by the Independent Director in connection with such Proceeding (referred to herein as “INDEMNIFIABLE EXPENSES” and “INDEMNIFIABLE LIABILITIES,” respectively, and collectively as “INDEMNIFIABLE AMOUNTS”). 3 (b) Subject to the exceptions contained in Section 8(b) below, if the Independent Director was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company, to procure a judgment in its favor by reason of the Independent Director’s Corporate Status, the Independent Director shall be indemnified by the Company against all Indemnifiable Expenses.
AGREEMENT OF INDEMNITY. During the course of this agreement, the agency agrees to and hereby does release and forever discharge UWRC from any and all obligations and liabilities whatsoever under or on account of said purposes specified in the programs(s) funded by UWRC. Further stated that UWRC will be held harmless for any acts or omissions that may be determined to be negligence or any breach of law by the agency. Agency expressly represents and warrants to UWRC that it is solely responsible for its actions and inactions in performing this Agreement and for filing all necessary forms and returns and for making all required payments with the relevant taxing authorities.
