AND INDEMNITY Sample Clauses

AND INDEMNITY. The Contractor shall not infringe the Intellectual Property of any third party in supplying the Services and shall ensure that the receipt of the Services by the Agency and others, as contemplated by this Contract, does not infringe the Intellectual Property of any third party. The Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Agency and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and Agency basis) and other liabilities arising from or incurred as a result of or in connection with any breach of Clause 1.122, except where any such claim arises from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall notify the Contractor in writing of any IP Infringement Claim brought against the Agency in materials supplied or licensed by the Contractor. The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Agency on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Agency; and shall not settle or compromise any claim without the prior Approval of the Agency. The Agency shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Agency for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Agency in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Agency or which the Agency has specified for use by the Contractor. The Agency shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Agency and, at its own expense and subject to the consent of the Agency, use its best endeavours to: modify any or all of the Services without reducing the performance or functionality of the...

AND INDEMNITY. 2.1 The Guarantor accepts the obligations and liabilities set out in this Guarantee Agreement.

AND INDEMNITY. 5.1 The Guarantor guarantees to the Landlord that: 5.1.1 the Applicant shall pay the Rent reserved by the Tenancy Agreement and that throughout the Tenancy Period the Applicant shall observe and perform the Tenant’s other obligations in the Tenancy Agreement; and 5.1.2 if the Applicant fails to pay any Rent the Guarantor will pay it to the Landlord within 14 days of demand; and 5.1.3 if the Applicant fails to observe and perform the Tenant’s other obligations in the Tenancy Agreement, the Guarantor shall within 14 days of demand pay to the Landlord any default charges and/or Damages that the Tenant is liable to pay as a result of such failure. 5.2 As a separate and independent primary obligation, the Guarantor covenants with (promises) the Landlord to indemnify (safeguard) the Landlord against and compensate the Landlord for any failure by the Applicant to pay Rent or observe or perform any of the Tenant’s obligations in the Tenancy Agreement.

AND INDEMNITY. 7.1 Subject to the terms and conditions of this Agreement, the System is provided to the Client solely for trading in Securities using legally obtained assets for the benefit of the Client. 7.2 The Client shall not use any funds or means, including provision of unauthorized access, trading for illegal purposes or using illegally obtained assets, other than those specified in clause 7. 1. In case of failing to comply with this clause the Client shall provide to the Broker adequate indemnity. 7.3 The Client shall indemnify the Broker against any third party claims in connection with use of the System by the Client, including, if such claims have been submitted to the Broker (sums charged to Broker’s accounts through direct debiting) for automated closure of Client’s positions or performing such closure in such time when the Client’s Monetary Liability or Liability in Securities exceed Initial Margin or Maintenance Margin. 7.4 Other responsibilities and liabilities of the Parties shall be governed by other provisions of this Agreement and the Terms. When not regulated by the Agreement and the Terms, such responsibilities or liabilities shall be subject to the laws and regulations of the Republic of Armenia. 7.5 The Broker shall not be liable for losses incurred by the Client in case of automatic Closing of Positions where provided for by this Agreement. If the System fails to close the Positions automatically the ensuing liability due to default or failure in performance shall be the legally enforceable liability of the Client. 7.6 The Broker shall not assume any responsibility for opening and maintaining Client accounts, accounting and safekeeping of the funds on the account, registration of the rights to such funds, their incidental loss, loss or decrease of the Client's funds due to bankruptcy of the persons maintaining and servicing the accounts or lien on the funds due to their default. 7.7 The Broker does not guarantee proper performance of software, technical and operational features of the System, neither is the Broker under any obligation to maintain continuity and good performance of the System. 7.8 At any moment the Client shall accept the System and its operation “as is”. For the purpose of this clause “as is” means that any failure and/or malfunctioning of the System for any reason other than willful intent of the Broker shall be accepted by the Client as inherent characteristics of the System. The Broker shall not be liable for such failure or m...

AND INDEMNITY. In consideration of the Owner agreeing to rent the Goods to the Renter on the terms set out in this document (the Agreement), the Guarantor (and if there is more than one Guarantor, jointly and severally with each other Guarantor) unconditionally and irrevocably guarantees to the owner: 1. The due and punctual payment of all Rental Payments and other moneys payable at any time by the renter to the owner under the Agreement; and 2. The due performance of all the Renter’s other obligations under the Agreement. The Guarantor also indemnifies the Owner against any loss, damage, cost and expense the Owner suffers because: 1. The renter fails to pay any money payable to the owner under the Agreement; 2. The Renter breaches the Agreement in any way; or 3. A payment made by the Renter is void, voidable or otherwise not recoverable from the Renter for any reason. This guarantee and indemnity is a continuing obligation and survives until all money due to the owner by the renter has been paid in full. This guarantee and indemnity shall remain unaffected and shall not be voided, released or discharged by the existence of any legal disability, the granting of any time, concession or indulgence to the Renter (or any other guarantor) by the Owner, the making of any composition with or the waiver of any breach or default by the Renter, the amendment or variation of any of the terms or provisions of the Agreement or the neglect, delay or forbearance of the Owner to enforce or otherwise take any steps under the terms of the Agreement or this guarantee and indemnity. The Guarantor authorises the Renter and the Owner to vary or otherwise modify the terms of the Agreement without first seeking the consent of the Guarantor. The Guarantor’s liability to the owner shall include the costs of enforcing this guarantee and indemnity. The Guarantor acknowledges receiving a complete copy of the Agreement including the Terms and Conditions of Rental and that the Guarantor has obtained independent legal advice on and understands the nature and effect of this guarantee and indemnity and the Guarantor’s obligations under it. Signature of Guarantor Signature of Witness Print name Print name Date Date Signature of Guarantor Signature of Witness Print name Print name Date Date Signature of Authorised Officer Position Print Name Date words printed (like this) or like this have the meaning set out in the applicable clauses or in the Dictionary at the end of these terms and conditions.

AND INDEMNITY. 21.1 The Guarantor irrevocably and unconditionally: (a) guarantees to the Agent and each Bank, as and for its own debt and not merely as surety (Norwegian:" selvskyldnerkausjonist"), the punctual performance by the Borrower of all of the Borrower's obligations under the Finance Documents; (b) undertakes with the Agent and each Bank that whenever the Borrower does not pay any amount when due under or in connection with any of Finance Documents, the Guarantor shall immediately on demand by the Agent pay that amount as if it were the principal obligor; and (c) indemnifies the Agent and each Bank immediately on demand against any cost, loss or liability suffered by that party if any obligation guaranteed by the Guarantor is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that party would otherwise have been entitled to recover. 21.2 The obligations of the Guarantor hereunder (the "Guarantee Obligations") are continuing obligations and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. 21.3 The liability of the Guarantor hereunder shall be limited to USD 18,000,000, plus any unpaid amount of interest, fees, liability and expenses under the Finance Documents. 21.4 If any payment by the Borrower or any discharge given by a Bank (whether in respect of the obligations of the Borrower or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event: (a) the liability of the Guarantor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and (b) each Bank shall be entitled to recover the value or amount of that security or payment from the Guarantor, as if the payment, discharge, avoidance or reduction had not occurred. 21.5 The obligations of the Guarantor under this Clause 21 will not be affected by an act, omission, matter or thing which, but for this Clause 21, would reduce, release or prejudice any of its obligations under this Clause 21 (without limitation and whether or not known to it or any Bank) including: (a) any time, waiver or consent granted to, or composition with, the Borrower or other person; (b) the release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of the Borrower; (c) the taking, variation, compromise, exchange...

AND INDEMNITY. 15.1 GUARANTEE AND INDEMNITY Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to Burdale punctual performance by each Facility Company of all that Facility Company’s obligations under the Finance Documents; (b) undertakes with Burdale that whenever a Facility Company does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and (c) indemnifies Burdale immediately on demand against any cost, loss or liability suffered by Burdale if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which Burdale would otherwise have been entitled to recover.

AND INDEMNITY. I, (Full Name) the parent / guardian of (Pupil) hereby give full consent for the above mentioned pupil to attend Xxxxx Xxxx Therapy Centre.

AND INDEMNITY. The Guarantor as primary obligor unconditionally and irrevocably: (a) guarantees to each Holder by way of continuing guarantee the due and punctual payment of all amounts payable by the Issuer on or in respect of the Note or Coupon (including any additional amounts which may become payable in respect of the Note or Coupon under Condition 8) as and when the same shall become due in accordance with the Conditions; and (b) agrees that, if and each time that the Issuer shall fail to make any payments as and when the same become due, the Guarantor will on demand (without requiring the relevant Holder first to take steps against the Issuer or any other person) pay to the relevant Holder the amounts (as to which the certificate of the relevant Holder shall in the absence of manifest error be conclusive) in the manner and the currency in which the amounts are payable by the Issuer.

AND INDEMNITY. GUARANTEE AND INDEMNITY Each Guarantor irrevocably and unconditionally jointly and severally: