By Donor Sample Clauses

By Donor. Donor shall protect, defend, indemnify and hold harmless the City, its 30 officers, employees and agents (collectively, the “Indemnified Parties”) from any and all costs, 31 claims, liabilities, judgments or awards of damages, including attorney’s fees (collectively, the 32 “Claims”) arising out of or in any way resulting from Donor’s and/or Donor’s officers’, agents’, 33 employees’ and subcontractors’ performance of this Agreement, except that the City shall be 34 liable for any Claim(s) caused solely by the negligence or willful misconduct of the Indemnified 35 Parties. The foregoing duty is specifically and expressly intended to constitute a waiver of 36 Donor’s immunity under Washington’s Industrial Insurance Act, RCW Title 51, as respects the 37 City with a full and complete indemnity and defense of claims made by Donor’s employees. The 38 parties acknowledge that these provisions were mutually negotiated upon by them. 39
Sample 1
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By Donor. The Donors have been advised by counsel as to the -------------------- legal effect of the execution and acceptance of this Agreement, including all rights of revocation or alteration possessed by the Donor, or given to the Donors by any statute of the State of Oklahoma or by any decision of its courts or otherwise. The Donors are fully aware of the legal effect of this Agreement, of the Donors' rights and of the character and value of the property hereby transferred and conveyed. The Donors have given consideration to the question of whether this Agreement or the Trust shall be revocable or irrevocable. The Donors declare that this Agreement and the Trust and beneficial interests hereby created shall be irrevocable and that the Donors shall hereafter stand without power at any time to revoke, change, or annul any of the provisions herein contained, whether pursuant to a statute of the State of Oklahoma or a decision of its courts or otherwise. The XXXXXXX X. XXXX AND XXXXX X. XXXX CHARITABLE REMAINDER UNITRUST Page112 Trustee shall have the power to amend the governing instrument for the sole purpose of complying with the requirements of Section 664 of the Code and Treasury Regulations Section 1.664-1 and 1.664-2, as the same may from time to time be amended, by an instrument in writing signed by the Trustee and a copy delivered to the Donors, or the oldest then living Income beneficiary if both the Donors are then deceased. The Trustee shall not be required to seek court approval of any such amendment. WE HEREBY waive irrevocably all rights, power, and authority to revoke this instrument or the Trust hereby evidenced. WE HEREBY sign this Trust agreement on this 30th day of October, 1998. DONOR: ----- /s/ Xxxxxxx X. Xxxx ------------------- XXXXXXX X. XXXX STATE OF OKLAHOMA ) COUNTY OF TULSA ) ss. SUBSCRIBED AND SWORN to before me, this 30th day of October, 1998. /s/ Xxxx Xxx Xxxxxxx -------------------- Notary Public My Commission Expires: 9-12-2000 ----------------------- [ S E A L ] DONOR: ------ /s/ Xxxxx X. Xxxx -----------------
Sample 1

Related to By Donor

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • By Seller Seller agrees to indemnify, defend and save Purchaser, its officer, directors, and employees from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorney’s fees) (“Indemnified Items”) for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, its employees, agents or representatives or contractors in connection with the performance of services at Purchaser’s premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or trade secret; provided, however, Seller shall have no liability under this Section to the extent any such Indemnified Items are caused by either (i) the negligence or willful misconduct of Purchaser, its employees, agents or representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Purchaser’s designs, specifications or instructions, (v) use of the Product in an application or environment for which it was not designed or (vi) modifications of the Product by anyone other than Seller without Seller’s prior written approval. Purchaser shall [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. provide Seller prompt written notice of any third party claim covered by Seller’s indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such claim or, at the option of the Seller, to settle the same. Purchaser agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller’s infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Purchaser the right, at no additional expense to Purchaser, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement docs not adversely affect the specifications of the Product; or (c) in the event (a) and (b) are not practical, refund to Purchaser the amortized amounts paid by Purchaser with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER’S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN.

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • By Purchaser Purchaser represents and warrants to Seller that:

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • Inspection and Testing Each Constructing Entity shall cause inspection and testing of the Interconnection Facilities that it constructs in accordance with the provisions of this section. The Construction Parties acknowledge and agree that inspection and testing of facilities may be undertaken as facilities are completed and need not await completion of all of the facilities that a Constructing Entity is building.

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

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