Debt Indemnification Sample Clauses

Debt Indemnification a) Indemnification level - Net Debt Subject to a deductible as specified in the Special Terms, We shall pay the insured percentage of the Net Debt or of the Positive Credit Decision if the Net Debt exceeds the Positive Credit Decision. The Net Debt shall correspond to the balance of the following loss account: on the debit side: • the value of the invoices, covered under this Contract, including, as appropriate: o the VAT/GST, if this tax is covered under this Contract as specified in the Special Terms o any interest payable up to the Due Date (excluding interest that accrues thereafter), o the packing, transport and insurance costs and any taxes owed by the Buyer. on the credit side: • the value of any Recoveries received by You or by Us up to the date of calculation of the Net Debt.
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Debt Indemnification. Debt Indemnification paid by Us for a Covered Affiliate’s Debt will be paid to You only, in accordance with the Mandate. In case a loss payee is designated in Your Contract, You and Your Covered Affiliate hereby expressly agree that all Debt indemnifications will be paid to the loss payee, regardless the pertaining of Debt to You or to Your Covered Affiliate.
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Debt Indemnification a) Indemnification level - Net Debt Subject to a deductible as specified as the case may be in the Special Terms, We shall pay the insured percentage of the Net Debt or of the Positive Credit Decision if the Net Debt exceeds the Positive Credit Decision. The Net Debt shall correspond to the balance of the following loss account: on the debit side : • the value of the invoices, covered under this Contract, including, as appropriate: • the VAT, if this tax is covered under this Contract as specified in the Special Terms • any interest payable up to the Due Date (excluding interests that accrue thereafter), • the packing, transport and insurance costs and any taxes owed by the Buyer. Definitions 8 Credit Limit: type of Credit Decision set by Us, as per article 2.1. of the Special Terms. Debt: amount of one or more invoices owed by the Buyer under a Sales Contract and which falls within the scope of our cover as defined in article 1.1.1 above. on the credit side: • the amount of any Recoveries received by You or by Us up to the date of calculation of the Net Debt.
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Debt Indemnification a) Indemnification level - Net Debt Subject to a deductible as specified as the case may be in the Special Terms, We shall pay the insured percentage of the Net Debt or of the Positive Credit Decision if the Net Debt exceeds the Positive Credit Decision. The Net Debt shall correspond to the balance of the following loss account: on the debit side : • the value of the invoices, covered under this Contract, including, as appropriate: - the VAT, if this tax is covered under this Contract as specified in the Special Terms - any interest payable up to the Due Date (excluding interests that accrue thereafter), - the packing, transport and insurance costs and any taxes owed by the Buyer. on the credit side: • the amount of any Recoveries received by You or by Us up to the date of calculation of the Net Debt. a third party, when goods are handed over to the Buyer, or anyone acting on his behalf, at the place and pursuant to the terms specified in the Sales Contract. • for performance of services: on the date of performance of the services for which payment is due pursuant to the Sales Contract. Dispute: any disagreement regarding the amount of the Debt or the validity or enforceability of your rights, including any disagreement about setting off sums You may owe your Buyer involving setting off sums your Buyer claims You owe him under a Sales Contract or any other contractual arrangements between You and your Buyer. Due date: the initial date when the Buyer must pay for his Debt according to the Sales Contract. Insolvency: [local definition] Natural Disaster: an environmental event such as but not limited to a volcanic eruption, earth- quake, tidal wave, typhoon or flood. Net Debt: the amount of loss calculated pursuant to article 3.2.1 above which may be indemnified according to the terms and conditions of this Contract. Non-Payment: non-payment of the Debt by the Buyer on the date, in the currency and in the Definitions Definitions 8
Sample 1
Debt Indemnification a) Indemnification level - Net Debt Subject to a deductible as specified in the Special Terms, We shall pay the insured percentage of the Net Debt or of the Positive Credit Decision if the Net Debt exceeds the Positive Credit Decision. The Net Debt shall correspond to the balance of the following loss account: on the debit side: the value of the invoices, covered under this Contract, including, as appropriate: • the VAT, if this tax is covered under this Contract as specified in the Special Terms • any interest payable up to the Due Date (excluding interest that accrues thereafter), • the packing, transport and insurance costs and any taxes owed by the Buyer. on the credit side: • the amount of any Recoveries received by You or by Us up to the date of calculation of the Net Debt.
Sample 1
Debt Indemnification. Debt indemnification paid by Us for a Covered Affiliate’s Debt will be paid to You in accordance with the Mandate or to your Covered Affiliate according to the debt indemnification management determined in the Special Terms.
Sample 1
Debt Indemnification 
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Related to Debt Indemnification

  • Client Indemnification Client shall defend MRI against any claim, demand, suit, or proceeding made or brought against MRI by a third party arising out of or related to (i) the Client Data; (ii) Client’s or its users’ use of the Software or the SaaS Services in violation of the Agreement; (iii) Client or any user infringing or misappropriating the Intellectual Property rights of a third party or violating applicable law; or (iv) Client’s or its users’ use or misuse of the Software or SaaS Service or Client’s or its users’ use or misuse of the Client Data (including, without limitation, accessing, providing access, using or distributing the Client Data) (each of the above a “Client Claim”). Client shall indemnify MRI for all damages and costs finally awarded against, and for reasonable attorneys’ fees incurred by, MRI in connection with any Client Claim, or those costs and damages agreed to in a monetary settlement of such Client Claim; provided that MRI (a) promptly gives Client written notice of the Client Claim, (b) gives Client sole control of the defence and settlement of the Client Claim (provided that Client may not settle or defend any Client Claim unless it unconditionally releases MRI of all liability), and (c) provides Client all reasonable assistance, at Client’s cost. For purposes of this Section 7.4 only, “MRI” shall include MRI and its Affiliates, and each of their members, owners, officers, directors, employees, agents, successors and assigns.

  • SECTION 11 – INDEMNIFICATION 11.1 Employee shall use due care in the performance of his obligations under the Agreement. If an action or proceeding is brought against Employee arising out of the performance of his duties, then:

  • PATENT INDEMNIFICATION The Contractor agrees to assume the defense of and shall indemnify and save harmless the Owner and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, Equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the Owner may elect, replace such material, Equipment or apparatus with non-infringing material, Equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.

  • Union Indemnification In consideration of full and active participation by the member organizations of the Coalition in the WPS program, and in recognition of the potential liability which might result solely from that participation, Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. agree that they, or one of the subsidiary health plan organizations of Xxxxxx Foundation Health Plan, Inc., will indemnify Coalition unions and their officers and employees, and hold them harmless against any and all suits, claims, demands and liabilities arising from or relating to their participation in WPS with Xxxxxx Permanente.

  • HOLD HARMLESS/INDEMNIFICATION Contractor agrees to protect, defend, and save State, its elected and appointed officials, agents, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of Contractor's employees or third parties on account of bodily or personal injuries, death, or damage to property arising out of services performed or omissions of services or in any way resulting from the acts or omissions of Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of State, under this Contract.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Waiver and Indemnification Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

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