Assumption of Liability; Indemnity Sample Clauses

Assumption of Liability; Indemnity. Notwithstanding any other provision of this Agreement to the contrary, if applicable law requires a member of the BMS Group to make any payment or provide any benefit to any Xxxx Xxxxxxx Employee in the event no member of the Xxxx Xxxxxxx Group offers to provide such Xxxx Xxxxxxx Employee with a specified level of compensation or benefits, then Xxxx Xxxxxxx and its Affiliates shall offer to provide such level of compensation or benefits to the extent necessary to prevent any member of the BMS Group from being so obligated to such Xxxx Xxxxxxx Employee. Xxxx Xxxxxxx shall assume and be solely responsible for all Liabilities with respect to claims made by any Xxxx Xxxxxxx Employee for severance, indemnity or other termination pay or other benefits (i) relating to or resulting from Xxxx Johnson’s failure to offer employment to any Xxxx Xxxxxxx Employee (or failure to continue the employment of any Xxxx Xxxxxxx Employee of a Transferred Entity) or failure to offer or continue employment on terms and conditions which would preclude any claims of constructive dismissal or similar claims under any applicable law or other failure to comply with the terms of this Agreement, (ii) where such severance, indemnity or termination pay or other benefits are required to be paid under applicable law upon the Separation without regard to such terms and conditions or such continuation of employment or (iii) where such severance, indemnity or termination pay or notice or benefits are required to be paid to a Xxxx Xxxxxxx Employee due to a Xxxx Xxxxxxx Employee’s refusal to accept the offer of employment from the new Xxxx Xxxxxxx entity. From and after the Separation Date, Xxxx Xxxxxxx shall indemnify and hold harmless BMS and its Affiliates against all losses which BMS may suffer or incur as a result of any claim, action or any proceeding made by any Xxxx Xxxxxxx Employee against BMS or its Affiliates from and after the Separation Date or arising from any breach of Xxxx Johnson’s obligations under this Subsection 3.1(d). Xxxx Xxxxxxx shall promptly reimburse BMS for any separation payments described in this Subsection 3.1(d) that BMS makes.
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Assumption of Liability; Indemnity. Pennaco herewith assumes any and all of the liabilities of High Plains and/or the Oswalds, and their respective successors and assigns, under the Xxxxxx Agreement. Pennaco herewith agrees to indemnify and hold High Plains and the Oswalds harmless from any costs, claims or liabilities arising under or related to the Xxxxxx Agreement, including any and all claims arising out of any alleged, asserted, or proven breaches thereof by Pennaco, specifically including by way of example any claims or damages relating to failure to close or failure to pay the full consideration required for the assets. The foregoing assumption and indemnity shall extend to court costs and reasonable attorneys' fees, and shall be liberally construed so that the entirety of any legal risk associated with or arising out of the buyers nonperformance under the Xxxxxx Agreement is borne solely by Pennaco.
Sample 1
Assumption of Liability; Indemnity a. Throughout this Agreement, the “Indemnified Party (ies)” means Xxxxxxx-Xxxxxxxxx, the General Contractor, the Owner, any party required to be indemnified pursuant to the General Contract, and any of their respective officers, agents, servants, or employees, and affiliates, parents and subsidiaries. The Subcontractor hereby assumes the entire responsibility and liability for any and all actual or potential damage or injury of any kind or nature whatsoever (including death, business interruption or loss of use resulting therefrom) to all persons and entities, whether employees of the Subcontractor or any tier of the Subcontractor or otherwise, or to all property or as a result of a perceived risk of such damage or injury (including actions taken to avoid or contain such actual or potential damage or injury, whether required or incurred by a public authority or otherwise); caused by, resulting from, arising out of or occurring in connection with the execution of the Work, or in preparation for the Work, or any extension, modification, or amendment to the Work by change order or otherwise. Should any claims for such actual or potential damage or injury (including death resulting therefrom) be made or asserted, whether or not such claims are based upon an Indemnified Party’s alleged active or passive negligence or participation in the wrong or upon any alleged breach of any statutory duty or obligation on the part of an Indemnified Party, the Subcontractor agrees to indemnify and save harmless the Indemnified Party from and against any and all such claims and further from and against any and all loss, cost, expense, liability, damage, penalties, fines or injury, including legal fees and disbursements, that the Indemnified Party may directly or indirectly sustain, suffer or incur as a result thereof and the Subcontractor agrees to and does hereby assume, on behalf of the Indemnified Party, the defense of any action at law or in equity which may be brought against the Indemnified Party upon or by reason of such claims and to pay on behalf of the Indemnified Party, upon demand, the amount of any judgment that may be entered against the Indemnified Party in any such action. In the event that any such claims, loss, cost, expense, liability, damage, penalties, fines or injury arise or are made, asserted or threatened against the Indemnified Party, Contractor shall have the right to withhold from any payments due or to become due to the Subcontractor an amount suff...
Sample 1

Related to Assumption of Liability; Indemnity

  • Limitation of Liability; Indemnity (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager.

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Assumption of Liability Notwithstanding any provision in this Agreement to the contrary, Licensee shall be solely responsible for any product liability, liability for death, illness, personal injury, improper business practice or any other statutory liability or any other liability under any law or regulation in respect of the Compound, Product and/or Licensed Product.

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

  • Exculpation of Liability Nothing herein contained shall be construed to constitute Agent or any Lender as any Borrower’s agent for any purpose whatsoever, nor shall Agent or any Lender be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof. Neither Agent nor any Lender, whether by anything herein or in any assignment or otherwise, assume any of any Borrower’s obligations under any contract or agreement assigned to Agent or such Lender, and neither Agent nor any Lender shall be responsible in any way for the performance by any Borrower of any of the terms and conditions thereof.

  • Assumption of Liabilities On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or Liability of the Seller not included within the definition of Assumed Liabilities.

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Standard of Care; Limitation of Liability; Indemnification (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement.

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