Environmental Indemnification by Seller Sample Clauses

Environmental Indemnification by Seller. (a) Subject to the terms and conditions of this Article VIII, with respect to any valid claim properly asserted in writing by Buyer prior to the first anniversary of the Closing Date, Seller shall indemnify Buyer in respect of, and hold Buyer harmless against: (i) any Damages incurred or suffered by Buyer or any Affiliate thereof (other than with respect to an Excluded Liability) as a result of any failure by Seller to comply with any applicable Environmental Law prior to the Closing Date in connection with the Business; provided that such Damages result directly from (A) compliance by Buyer or any Affiliate thereof with an order issued by a Governmental Entity or by a court in a proceeding commenced by a Governmental Entity which establishes a mandatory obligation to rectify such failure to comply with applicable Environmental Law, or (B) the mandatory obligation of the Business or any Affiliate of Buyer to pay a fine or penalty which is imposed by a Governmental Entity or a court in a proceeding commenced by a Governmental Entity as a result of such failure to comply with applicable Environmental Law; and (ii) any Damages incurred or suffered by Buyer or any Affiliate thereof (other than with respect to an Excluded Liability) as a result of any Release of Materials of Environmental Concern to the Environment in connection with the Business that occurred prior to the Closing Date; provided that, such Damages result directly from a legal obligation arising pursuant to Environmental Laws on the part of Buyer or any Affiliate thereof to investigate, remediate or pay Damages on account of said Release of Materials of Environmental Concern; provided further, however, that, in the case of both clauses (i) and (ii), to the extent Buyer's claim for indemnification relates to a Business Property, Seller shall be obligated under this Section 8.2 if and only if (A) Buyer has operated the applicable Business Property continuously for commercial or industrial purposes (including related office, warehouse, sale and service activities) and not sold, transferred or sublet that property during such one year indemnification period or thereafter during the pendency of any claim asserted prior to the first anniversary of the Closing Date and (B) Buyer has retained responsibility for and continued to perform remedial actions and programs in existence and operation at the Business Properties as of the Closing Date, if any. (b) Buyer shall give prompt written notification to Se...
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Environmental Indemnification by Seller. Subject to the terms and conditions of this Agreement, Seller agrees to indemnify and hold (subject to Section 6.7(b) hereof) Buyer and Company and/or CEVCO and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all Environmental Indemnifiable Losses (as defined at Section 7.3 below) suffered or incurred by Buyer or Company and/or CEVCO resulting from (a) any breach of representation or warranty of Seller contained in Section 2.1.17 hereof, or (b) any Remedial Action (as defined at Section 7.3 below) for which responsibility is to be borne by Seller in accordance with Section 7.5 hereof.
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Environmental Indemnification by Seller. Seller shall defend, indemnify, and hold harmless Buyer from and against any and all damages resulting from a civil, criminal or administrative litigation relating to: (i) Cleanup of Hazardous Substances released, disposed of or discharged: (A) on, beneath or adjacent to the
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Environmental Indemnification by Seller. With respect to Seller's indemnification obligations under Section 11.2 (a) arising with respect to 5.13(j) , such indemnification shall be governed by the following: (a) Promptly upon Closing, but in no event later than sixty (60) days following Closing, Seller shall, at its sole cost, risk and expense, begin cost-effective remediation of all known PCB contamination on the Land at the date of Closing that exceeds applicable federal and state standards and allowed levels of contamination in effect at that time. Seller shall complete such remediation within three (3) years of the date of Closing. The attainment of such level of remediation and compliance will not, however, limit Seller's indemnity obligations arising under Sections 5.13(j) or (1).
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Environmental Indemnification by Seller. Notwithstanding anything to the contrary in this Agreement but in no event limiting Seller's obligation to assume and indemnify Valero, Buyer and the Company with respect to Excluded Liabilities, this Section 11(c) sets forth Seller's sole and exclusive obligations with respect to any matters arising under any Environmental Laws or otherwise relating to Hazardous Materials. Subject to the following conditions, limitations and qualifications, after the Closing Seller shall indemnify Buyer, its affiliates (including Valero, the Company and their respective affiliates) and each of their respective officers, directors, employees, stockholders, agents and representatives against, and hold them harmless from, any loss, liability, claim, damage or expense, including reasonable attorneys' and consultants' fees and interest expenses (collectively, "Environmental Losses"), incurred by any such indemnified party to the extent any such Environmental Loss is pursuant to an Environmental Law as such Environmental Law is in effect at the Closing and arises out of: (i) a written claim by any third party alleging personal injury or property damage from exposure to, or from off-site migration of, Hazardous Materials arising out of the operation of the facilities of the Company or the lease or ownership of real property by the Company, whether or not leased or owned by the Company at the time the exposure or migration is alleged to have occurred, in each such case, prior to the Closing (a "Third Party Exposure Claim"), or an Off-Site Disposal Matter (as defined below); provided, however, that: (A) Seller shall have no indemnification obligation for any Environmental Loss arising out of a Third Party Exposure Claim made by a Governmental Entity except to the extent such Environmental Loss relates to a claim for natural resources damage or damage to property of a Governmental Entity or for reimbursement of medical expenses paid by such Governmental Entity on behalf of persons exposed to Hazardous Materials; (B) Seller shall have no indemnification obligation for any Environmental Loss arising out of a Third Party Exposure Claim or an Off-Site Disposal Matter unless the total amount of Environmental Losses arising out of the environmental condition or event giving rise thereto exceeds $25,000; and (C) Seller shall have no indemnification obligation for Environmental Losses arising out of Third Party Exposure Claims and Off-Site Disposal Matters in excess of, together with all B...
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Environmental Indemnification by Seller. In addition to the indemnifcation described above, Seller agrees to indemnify, defend, reimburse and hold harmless Purchaser and from and against: 1) any and all Environmental Damages arising from the presence of Hazardous Materials upon, about or beneath the Property or migrating to or from the Property, or arising in any manner whatsoever out of the violation of any Environmental Requirements pertaining to the Property and the activities thereon, either of which conditions exist at Closing; 2) any and all liability to federal, state and local authorities and to third parties with regard to solid or hazardous waste generated on the Property prior to Closing but transported to an Off-Site Location (as defined below); and 3) the breach of any environmental warranty or covenant or the inaccuracy of any environmental representation of Seller or the Company contained in this Agreement.
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Environmental Indemnification by Seller. Seller agrees to indemnify, defend by counsel acceptable to Buyer, and hold harmless Buyer, its subsidiaries, affiliates, successors and assigns and their respective directors, officers, employees, shareholders, representatives and agents (hereinafter referred to collectively as "Buyer") from and against and in respect of any and all claims, damages (including, without limitation, diminution in value), losses, liabilities and expenses, orders, lawsuits, deficiencies, interest, penalties, attorneys' fees and all amounts paid in defense or settlement of the foregoing whether or not arising out of third-party claims, which may be imposed upon or incurred by Buyer or asserted against Buyer by any other party or parties (including governmental entities), arising out of the matters addressed in the Seller's environmental representations and warranties. Such indemnification shall include without limitation any claims, expenses, losses, or liabilities resulting from the alleged exposure of any person to Hazardous Materials, regardless of whether such exposure resulted from activities of Seller or of the predecessors in interest of Seller.
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Environmental Indemnification by Seller. In addition to all rights and remedies available to Buyer at law or in equity, Seller shall indemnify the Buyer Parties and save and hold each of them harmless against and pay on behalf of or reimburse such party as and when incurred for any Losses which any such party may suffer, sustain or become subject to as a result of: (i) any matter set forth on the attached Environmental and Safety Schedule; and (ii) any violations of, or liabilities or corrective or remedial obligations arising under, any Environmental and Safety Requirements and relating to the conduct of the Business or the ownership or operation of Seller's properties or facilities in connection therewith, including the Corporate Stores, except to the extent such Losses are caused by such conduct, ownership or operation after the Closing Date, (including any liability for personal injury, property damage, onsite or offsite cleanup costs or damage to natural resources, and any obligation to investigate, remediate, or otherwise address contamination of land, surface water, or ground water).
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Environmental Indemnification by Seller 
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Related to Environmental Indemnification by Seller

  • Environmental Indemnification Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.

  • Environmental Indemnity Without limitation of the other provisions of this Article XXVI, the Lessee hereby agrees to indemnify, hold harmless and defend each Indemnitee from and against any and all claims (including without limitation third party claims for personal injury or real or personal property damage), losses (including but not limited to, to the extent the Lease Balance has not been fully paid, any loss of value of the Property), damages, liabilities, fines, penalties, charges, administrative and judicial proceedings (including informal proceedings) and orders, judgments, remedial action, requirements, enforcement actions of any kind, and all reasonable and documented costs and expenses incurred in connection therewith (including but not limited to reasonable and documented attorneys' and/or paralegals' fees and expenses), including, but not limited to, all costs incurred in connection with any investigation or monitoring of site conditions or any clean-up, remedial, removal or restoration work by any federal, state or local government agency, arising in whole or in part, out of (a) the presence on or under the Property of any Hazardous Substance in violation of Environmental Law, or any releases or discharges of any Hazardous Substance on, under, from or onto the Property in violation of Environmental Law, (b) any activity, including, without limitation, construction, carried on or undertaken on or off the Property, and whether by the Lessee or any predecessor in title or any employees, agents, contractors or subcontractors of the Lessee or any predecessor in title, or any other Persons (including such Indemnitee), in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Substances in violation of Environmental Law that at any time are located or present on or under or that at any time migrate, flow, percolate, diffuse or in any way move onto or under the Property, (c) loss of or damage to any property or the environment (including, without limitation, clean-up costs, response costs, remediation and removal costs, cost of corrective action, costs of financial assurance, fines and penalties and natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws, (d) any claim concerning lack of compliance with Environmental Laws, or any act or omission causing an environmental condition that requires remediation or would allow any Governmental Authority to record a Lien on the land records, or (e) any residual contamination on or under the Land, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Substances, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes and ordinances; provided, however, the Lessee shall not be required to indemnify any Indemnitee under this Section 26.3 for (1) any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being understood that, unless the applicable Indemnitee was in possession of the Property and caused the Claim, the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or (2) any Claim to the extent attributable to acts or events occurring after the expiration of the Term or the return or remarketing of the Property so long as the Lessor is not exercising remedies against the Lessee in respect of the Operative Documents. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under this Lease or any other Operative Document.

  • Indemnification by Seller (a) Subject to the provisions of Sections 7.1(b), 7.4 and 7.5 below, Seller shall indemnify Purchaser and its Affiliates, and each of their respective shareholders, officers, directors, employees and representatives (each a “Purchaser Indemnitee”) against, and hold each Purchaser Indemnitee harmless from, any and all claims, losses, damages, liabilities, payments and obligations, and all expenses, including without limitation reasonable legal fees (collectively “Losses”), incurred, suffered, sustained or required to be paid, directly or indirectly, by, or sought to be imposed upon, such Purchaser Indemnitee resulting from, related to or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by Seller in or pursuant to this Agreement or the agreements or documents delivered by Seller pursuant to Sections 5.1(b)(i), (iii), (iv), (v), (viii), and (ix); provided, however, that (ix) shall be limited to documents that are necessary to convey to Purchaser title to the Purchased Assets; (ii) any breach of any of the covenants made by Seller in or pursuant to this Agreement (including Section 5.1(b)(ii)) or the agreements or documents delivered by Seller pursuant to Section 5.1(b)(iii), (iv), (v), (viii) and (ix); provided, however, that (ix) shall be limited to documents that are necessary to convey to Purchaser title to the Purchased Assets; (iii) the Excluded Assets or Excluded Liabilities, including with respect to Taxes and bulk sales laws; and (iv) the conduct of the Business prior to the Closing Date. The lack of indemnity under this Section 7.1(a) for breaches shall not limit the remedies that may be available to Purchaser under the Noncompetition Agreement. (b) Each Purchaser Indemnitee shall promptly give written notice to Seller of the assertion by any Person of any claim, action, suit or proceeding with respect to which Seller is obligated to provide indemnification hereunder; provided, however, that the rights of a Purchaser Indemnitee to be indemnified hereunder shall only be affected by the failure to give such notice if and to the extent such failure prejudices Seller in the defense of such third party claim. Amounts due with respect to Losses covered by this Section 7.1 shall be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred, and if Seller disputes the validity of the notice or the amounts of the Losses and such dispute is ultimately resolved wholly or partially in favor of the Purchaser Indemnitee, Seller shall promptly pay the amount found owing. Seller shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against a Purchaser Indemnitee that is subject to indemnification by Seller hereunder, and the cost and expense thereof shall be subject to the indemnification obligations and limitations of Seller hereunder; provided, that each Purchaser Indemnitee shall have the right and option to participate in, but not control, the defense of such action at its own expense and with its own counsel; and provided, further, that, (i) if Seller elects not to defend any such action or (ii) if a Purchaser Indemnitee shall reasonably believe that it has defenses not available to Seller and if counsel to Purchaser shall advise in a written opinion that common representation is not appropriate, then such Purchaser Indemnitee shall be entitled, through counsel of its choice, but at Seller’s expense (should indemnification be applicable), to participate in the defense of such action. Neither Seller, on the one hand, nor any Purchaser Indemnitee, on the other hand, shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior written consent of the other party, which consent shall not be unreasonably withheld.

  • Indemnification by Sellers From and after the Closing Date, except with respect to Taxes and Tax matters (indemnification claims in respect of which may be brought solely under Article IX), and subject to the provisions of this Article VIII (including the limitations set forth in Section 8.5), each Seller, severally (in proportion to its Seller Proportion, except to the extent subject to the proviso to this Section 8.2) but not jointly, shall indemnify and hold harmless (a) the Company and its Subsidiaries (collectively, the “Company Indemnified Parties”) from and against any and all Losses actually incurred by the Company Indemnified Parties to the extent resulting from: (i) any breach of a Fundamental Representation by the Company; (ii) any breach of any other representation or warranty by the Company contained in Article IV; (iii) any breach of any covenant or agreement contained in this Agreement to be performed by the Company prior to Closing; or (iv) the matters set forth in Section 8.2(a)(iv) of the Purchaser Disclosure Schedule. (b) the Purchaser and its Affiliates (other than the Company Indemnified Parties) (collectively, the “Purchaser Indemnified Parties” and together with the Company Indemnified Parties, the “Seller Indemnitees”) from and against any and all Losses actually incurred by the Purchaser Indemnified Parties to the extent resulting from: (i) any breach of a Fundamental Representation by such Seller; (ii) any breach of any other representation or warranty by such Seller contained in Section 3.1; (iii) any breach of any covenant or agreement contained in this Agreement to be performed by such Seller; or (iv) Seller Transaction Expenses to the extent they were incurred prior to the Closing and were not considered in calculating the Equity Value or the Distribution Amount. provided that, notwithstanding anything in this Agreement to the contrary, any indemnifiable Losses incurred by the Company Indemnified Parties or the Purchaser Indemnified Parties to the extent resulting from the breach of any representation or warranty made by a Seller or from the breach of a covenant or agreement made by a Seller shall be indemnified solely by the breaching Seller in accordance with this Article VIII, and not by any other Seller; provided further, notwithstanding anything in this Agreement to the contrary, the foregoing indemnification with respect to the Purchaser Indemnified Parties is intended to indemnify the Purchaser Indemnified Parties only for Losses suffered or incurred by them directly and is not intended to indemnify the Purchaser Indemnified Parties with respect to Losses suffered by a Company Indemnified Party or that they may suffer or incur solely by virtue of their direct or indirect equity ownership in a Company Indemnified Party.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from: (a) Any material breach of a representation or warranty by Purchaser, or non-fulfillment of any covenant or obligation of Purchaser contained in this Agreement; and (b) Litigation, proceedings, governmental investigations, orders, injunctions or decrees, the basis for which occurred after the Agreement Date, resulting from any of the items described in Section 11.02(a) above; provided, however, that the applicable Seller Indemnitee has taken all commercially reasonable and appropriate actions to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses as reasonably requested by Purchaser, which such failure of mitigation shall not relieve Purchaser of its indemnification obligations in this Section 11.02 but may affect the amount of such obligation; and further provided, that any Losses incurred by the Seller Indemnitee pursuant to any attempt to mitigate any such losses, damages, deficiencies, claims, causes of action or expenses shall be reimbursed by Purchaser as part of its indemnification obligations in this Section 11.02. Seller shall notify Purchaser promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Purchaser shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Seller Indemnitee, but may not enter into any settlement without the prior written consent of Purchaser, which shall not be unreasonably withheld. A Seller Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. Any exercise of such rights by a Seller Indemnitee shall not relieve Purchaser of its obligations and liabilities under this Section 11.02 or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Seller Indemnitee shall be required to cooperate in good faith with Purchaser to ensure the proper and adequate defense of such Third-Party Claim.

  • 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.

  • Indemnification by Buyer (a) After the Closing and subject to this Article VII, Buyer shall indemnify, defend and hold harmless the Seller Indemnitees against, and reimburse the Seller Indemnitees for, all Liabilities that the Seller Indemnitees may at any time suffer or incur, or become subject to: (i) as a result of or in connection with the breach or inaccuracy of any representation or warranty set forth in Article IV or contained in any certificate or instrument delivered by Buyer pursuant hereto; or (ii) as a result of or in connection with any breach or failure by Buyer to perform any of its covenants, agreements or obligations contained in this Agreement. (b) Notwithstanding anything to the contrary contained herein, Buyer shall not be required to indemnify, defend or hold harmless the Seller Indemnitees against, or reimburse the Seller Indemnitees for, any Liabilities pursuant to Section 7.3(a)(i): (i) until the aggregate amount of the Seller Indemnitees’ Liabilities for which the Seller Indemnitees are finally determined to be otherwise entitled to indemnification under Section 7.3(a)(i) exceeds the Deductible, after which Buyer shall be obligated for all the Seller Indemnitees’ Liabilities for which the Seller Indemnitees are finally determined to be otherwise entitled to indemnification under Section 7.3(a)(i) (but only Liabilities in excess of the Deductible) and (ii) in a cumulative aggregate amount with respect to indemnification under Section 7.3(a)(i) exceeding the Indemnification Cap. The foregoing limitation in this Section 7.3(b) shall not apply to any claim arising under Section 7.3(a)(ii) or any claim arising from the Fraud of the Buyer. (c) The Buyer shall not be required to indemnify, defend or hold harmless the Seller Indemnitees against, or reimburse the Seller Indemnitees for, any Liabilities pursuant to Section 7.3(a)(i) in a cumulative aggregate amount exceeding the Purchase Price. The foregoing limitation in this Section 7.3(c) shall not apply to any claim arising from the Fraud of the Buyer. (d) The representations, warranties, covenants, agreements and obligations of Buyer and any Seller Indemnitee’s right to indemnification with respect thereto shall not be affected or deemed waived by reason of (i) any investigation made by or on behalf of Seller Indemnitees (including by any of their respective Representatives) or by reason of the fact that such Seller Indemnitee or any of such Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, (ii) the waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant, agreement or obligation or (iii) the Closing.

  • LEGAL INDEMNIFICATION For the purposes of legal costs, it shall include those costs of an Association approved para-legal service. (A) Subject to the other provisions of this Article, a member charged with and finally acquitted of a criminal or statutory offence because of acts done in the performance or attempted performance of his employment or duties, shall be indemnified for the necessary and reasonable legal costs incurred in the defence of such charges. (B) Members shall not be indemnified for legal costs arising from the actions or omissions of members acting in their capacity as private citizens. For the purpose of Clause 29.1 (A) a Member: shall be deemed to have been "Finally Acquitted", where charges are withdrawn or where he is discharged following a preliminary inquiry; and shall be deemed not to have been "Finally Acquitted" where the member is given an absolute or conditional discharge or where, if as a result of charges laid he is subsequently found guilty of, or pleads guilty to, other charges arising out of the same incident or incidents. 29.2 When a member is a defendant in a civil action for damages because of acts done in the course of his employment or duties he shall be indemnified for the necessary and reasonable legal costs incurred in the defence of such an action in the following circumstances only: (i) where the Board is not joined in the action as a party pursuant to s. 50 of the Police Services Act, and the Board does not defend the action on behalf of itself and the member as joint tortfeasors at the Board's sole expense; (ii) where the Board is joined as a party or elects to defend the action, but the Solicitor retained on behalf of the Board and the member is of the view that it would be improper for him to act for both the Board and the member in that action. 29.3 Where during an inquest under the Coroner's Act a member's conduct is called into question because of acts done in the performance of his duties, the member shall be indemnified for any necessary and reasonable legal costs directly arising from the protection of the member's interest at such inquiry, but only if: (i) the Chief of Police or the Board does not provide counsel to represent the York Regional Police, at the Board's expense; or (ii) in the opinion of counsel retained by the Chief of Police or the Board to represent the York Regional Police, it would be improper for him to represent the member and the Chief and/or the Board before that inquiry. 29.4 To qualify for financial assistance under 29.1, 29.2 or 29.3, the member shall obtain the Board's approval of counsel to be retained by the member by application to the Board through the Chief. The Board's approval of counsel shall not be withheld unreasonably. 29.5 The Board will not consider any application for financial assistance which relates to the legal representation of a member in connection with a grievance or complaint made under the provisions of the Police Services Act, 1990 of this Collective Agreement or for the legal defence of a member resulting from a discipline charge made under the Police Services Act, 1990, Regulations made under that Act and all amendments thereto. 29.6 Where an investigation is commenced under Part VII of the Police Services Act and it appears to the Chief of Police that a member requires legal counsel in responding to the investigation, the Chief of Police may arrange for legal counsel to provide counsel to the member in connection with the investigation of such terms as the Chief considers appropriate. As soon as practicable, the Chief shall bring his action and his recommendation to the attention of the Board who may approve or alter the terms of retention of such legal counsel or the Chief's recommendation in respect thereof. Neither the Board nor the Chief shall provide legal counsel after the completion of the investigation or the laying of information(s), as Article 29 of the Civilian Collective Agreement is intended to govern such matters. 29.7 All sections under Article 29 (Legal Indemnification) are subject to review and re- negotiation by either the Board or the Association when the Regulations of the Police Services Act are proclaimed in force. If changes cannot be negotiated then either party reserves the right to submit the terms of this Article to arbitration. 29.8 A member who becomes involved in a matter which may entitle him/her to legal indemnification under this clause is entitled to receive funds from the Board for a retainer and/or for interim payment of legal costs as reasonably requested by the member’s counsel to a maximum of $5,000.00 provided the member undertakes to indemnify the Board for such funds advanced to him if the member is finally determined not to be eligible for indemnification in accordance with this Agreement.

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Indemnification by Supplier The Supplier will indemnify the Customer and its directors, officers, employees, sub-contractors and agents (the Customer Indemnified Parties) against any and all claims, liabilities, damages, losses, expenses and costs (including legal costs on a full indemnity basis), that the Customer Indemnified Parties sustain or incur as a result, directly or indirectly, of any action, claim or proceeding that the Supplier Licensed IPR infringes the IPR of any third party.

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