Company’s Indemnity. The Company agrees to defend, indemnify and hold harmless ….ESCOM, its officers, directors, agents, employees and affiliates (and their respective officers, directors, agents and employees) from and against any and all claims, liabilities, actions, demands, judgments, losses, costs, expenses, suits, actions and damages arising by reason of bodily injury, death or damage to property sustained by third parties that are caused by an act of negligence or the willful misconduct of the Company, or by an officer, director, sub-contractor, agent or employee of the Company except to the extent of such injury, death or damage as is attributable to the willful misconduct or negligence of, or breach of this Agreement by, ……ESCOM or by an officer, director, sub-contractor, agent or employee of …..ESCOM.
Company’s Indemnity. Company will indemnify, defend, and hold harmless Client and its affiliates, managers, agents, officers, directors, and employees (“Client Parties”) from and against all Liabilities in connection with or arising out of (i) the inaccuracy of, or Company’s failure to comply with, its representations and warranties; (ii) Company’s gross negligence or willful misconduct; (iii) Company’s or its employees or registered representatives’ unauthorized verbal or written representation in connection with an Offering made in breach of this Agreement or in violation of the Securities Act or Exchange Act or any other applicable federal or state securities laws and regulations; (iv) breach of Section 5 (Proprietary Rights) or Section 6 (Confidential Information); and (v) a claim asserting that the System infringes a U.S. patent, copyright, trademark or trade secret except that Company will not indemnify under this Section 7 (b)(v) to the extent any claim of infringement is caused by: (x) Client’s modification or use of the System other than as provided in the Agreement; (y) Client’s failure to use corrections or enhancements made available by Company to the extent that such corrections or enhancements would make the System non-infringing; or (z) information, specifications or materials provided by Client or on Client’s behalf. If the System is, or in Company’s opinion is likely to be held to be, infringing, Company may at its option obtain for Client the right to continue its use, or Company may terminate this Agreement. The remedies listed in Section 7(b)(v) constitute Client’s sole and exclusive remedies and Company’s entire liability with respect to infringement. Company’s obligation under Section 7(b)(iii) does not apply to Affiliated Representatives.
Company’s Indemnity. The Company agrees to defend, indemnify and hold harmless Corporation, its officers, directors, agents, employees and affiliates (and their respective officers, directors, agents and employees) from and against any and all claims, liabilities, actions, demands, judgements, losses, costs, expenses, suits, actions and damages arising by reason of bodily injury, death or damage to property sustained by third parties that are caused by an act of negligence or the willful misconduct of the Company, or by an officer, director, sub-contractor, agent or employee of the Company except to the extent of such injury, death or damage as is attributable to the willful misconduct or negligence of, or breach of this Agreement by, Corporation, or by an officer, director, sub-contractor, agent or employee of the Corporation.
Company’s Indemnity. During the Hire Period the Company will indemnify You (“the Indemnity”) In respect of any Court Judgment obtained by a Third Party in respect of property loss or damage arising from an incident caused or contributed to by You to a limit of $50,000, other than in relation to any property which is (a) owned by You (or any friend, relative, associate or partner of Yours) or (b) in your Possession or control, provided always that: (i) You have paid the Liability Charge to the Company in cash within 12 hours of the said incident in consideration for the Company giving the required Indemnity; and (ii) You are not in breach of this Agreement (whether prior or subsequent to the said incident); and (iii) You are not covered under any policy of insurance in respect of the said incident; (iv) You promptly provide such information and assistance as may be requested by the Company from time to time and, if requested, You have authorised the Company or any other person nominated by the Company (“the Nominee”) to bring, defend or settle legal proceedings in which event the Company or the Nominee as the case may be shall have sole conduct of the proceedings; (v) You acknowledge and agree that the Company shall be subrogated to any rights which You at any time have or might have against any other person as a consequence of the incident for which You require the lndemnity (“the Subrogated Rights”); and (vi) You have not engaged in any act or omission which In the Company’s unfettered opinion has detrimentally affected its ability to enforce the Subrogated Rights; (vii) Prior to entering into this Agreement, you fully disclosed any Material Fact to the Company; and (viii) You have not admitted liability wholly or in part for the incident,
Company’s Indemnity. The Company agrees to defend, indemnify and hold harmless...ESCOM, its officers, directors, agents, employees and affiliates (and their respective officers, directors, agents and employees) from and against any and all claims, liabilities, actions, demands, judgments, losses, costs, expenses, suits, actions and damages arising by reason of bodily injury, death or damage to property sustained by third parties that are caused by an act of negligence or the willful misconduct of the Company, or by an officer, director, sub-contractor, agent or employee of the Company except to the extent of such injury, death or damage is attributable to the willful misconduct or negligence of, or breach of this Agreement by, ESCOM, or by an officer, director, sub-contractor, agent or employee of ..ESCOM. Company’s Indemnity: The Company agrees to defend, indemnify and hold harmless...ESCOM, its officers, directors, agents, employees and affiliates (and their respective officers, directors, agents and employees) from and against any and all claims, liabilities, actions, demands, judgments, losses, costs, expenses, suits, actions and damages arising by reason of bodily injury, death or damage to property sustained by third parties that are caused by an act of negligence or the willful misconduct of the Company, or by an officer, director, sub-contractor, agent or employee of the Company except to the extent of such injury, death or damage is attributable to the willful misconduct or negligence of, or breach of this Agreement by, ESCOM, or by an officer, director, sub-contractor, agent or employee of ..ESCOM.
Company’s Indemnity. Company shall defend, indemnify and hold harmless Contractor and its Subcontractors and their respective joint venture partners, directors, officers, agents, employees, shareholders and affiliates from any and all Liability or Proceedings arising out of:
(a) any actual or alleged injury or death of persons or damage to property arising out of the negligence, willful misconduct or default of Company (except only to the extent that the same have been caused by the negligence or default of Contractor or its Subcontractors);
(b) any and all environmental related liability or cost arising from or related to the Site, including any actual or alleged injury to persons or property related thereto or any remedial activity (except to the extent the same was caused by the negligence or default of Contractor or its Subcontractors in connection with their performance of the Work); or
(c) on account of any violation of any Law or Permit to be complied with by Company hereunder.
Company’s Indemnity. The Company shall indemnify the Bank for all costs and expenses reasonably incurred by it as a result of any step taken by it under clause 11.1.
Company’s Indemnity. 8.1 The Company shall indemnify the Hirer against any cost, loss, liability, damage, penalty, proceeding or expense that the Hirer shall incur and pay directly as a result of the Company’s proven negligence up to a maximum amount equal to the Hire Charge paid by the Hirer in the term of the Agreement.
8.2 Nothing contained in the Agreement shall exclude or limit the liability of the Company for death or personal injury caused by its negligence.
Company’s Indemnity. The Company hereby agrees to indemnify, exonerate and hold AYTA, and AYTA’s members, managers, affiliates, persons for which they are acting as nominees, trustees, directors, officers, fiduciaries, employees and agents and each of the partners, shareholders, affiliates, trustees, directors, officers, fiduciaries, employees and agents of each of the foregoing (collectively, the “AYTA Affiliates”) free and harmless from and against any and all actions, causes of action, suits, losses, liabilities and damages, and expenses in connection therewith, including without limitation attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by the AYTA Affiliates or any of them as a result of, or arising out of, or relating to the execution, delivery, performance, enforcement or existence of this Agreement except for any such Indemnified Liabilities arising on account of any AYTA Affiliate’s breach of this Agreement, gross negligence or willful misconduct.
Company’s Indemnity. The Company agrees to indemnify and save Purchaser and any of the Purchaser's officers, directors or employees ("Purchaser Indemnitees") harmless from and against all expenses, claims, charges, losses, damages, fines or penalties, including without limitation, reasonable attorneys' fees incurred in defending or resisting any claims, actions or proceedings or in enforcing this indemnity (hereinafter "Damages") that the Purchaser Indemnitees may suffer, sustain, incur or become subject to, whether directly or indirectly, arising out of, based upon, resulting from or in connection with:
(a) any material breach, inaccuracy, failure to perform, or violation of any representations, warranties, obligations or covenants of Company contained, disclosed or set forth in this Agreement or in any document (including any exhibits or schedules) furnished to Purchaser pursuant to or in connection with this Agreement;
(b) any Damages Purchaser may sustain or incur which arise out of the operation of the Branch by the Company or use of the Assets prior to the Effective Date;
(c) any Damages Purchaser may sustain or incur which arise out of any action, suit, or proceeding against the Company pending or potentially pending on the Effective Date;
(d) any Damages Purchaser may sustain or incur in respect to any obligations, liabilities, or commitments of the Company not expressly assumed by Purchaser under this Agreement; and
(e) any claim for fees or commissions by any broker claiming to have been involved in this transaction on behalf of the Company.
