Environmental Indemnification by Xxxxxx Sample Clauses

Environmental Indemnification by Xxxxxx. Tenant covenants and agrees at all times to indemnify, hold harmless and defend Landlord, its successors and assigns, as owner of the Premises from and against any and all liability, loss, damage, cost, expense (including, without limitation, reasonable attorneys’ fees and expenses), cause of action, suit, claim, demand or judgment against the Tenant and/or the Premises of any nature pertaining to Hazardous Materials or other waste-like or toxic substances located or emanating from or relating to the Premises, including, but not limited to, liens or claims of any federal, state or municipal government or quasi-governmental agency or any third person, whether arising under any federal, state or municipal law or regulation or tort, contract or common law, to the extent resulting from the actions or inactions of Tenant or Tenant’s agents, employees or contractors.
Sample 1
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Environmental Indemnification by Xxxxxx. Subject to the limitations set forth in this Section 4, Xxxxxx shall indemnify Sign of the Goldfish for, and hold Sign of the Goldfish harmless against, any Damages incurred or suffered by Sign of the Goldfish (a) to comply with any remediation obligations with respect to the Property that are required by Environmental Law and are set forth in any Mandatory Remediation Order issued by any Governmental Authority in order to address Materials of Environmental Concern which were in, on or under the Property on or prior to the Closing Date; or (b) as a result of any breach of the representations and warranties of Xxxxxx set forth in Section 13(l) of the Contract. However, Xxxxxx shall only be obligated to indemnify and hold harmless Sign of the Goldfish, pursuant to the preceding sentence, to the extent Sign of the Goldfish’s Damages from the matters described in subsections (a) and (b) above exceed One Hundred Thousand Dollars and NO/100 ($100,000.00), and Xxxxxx shall have no obligation to indemnify or hold harmless Sign of the Goldfish for any such Damages less than One Hundred Thousand Dollars ($100,000.00). In addition, Xxxxxx’x maximum liability under this Section 4 shall not exceed, in the aggregate, the sum of Five Hundred Thousand Dollars and NO/100 ($500,000.00). Furthermore, Xxxxxx shall have no obligation to indemnify or hold harmless Sign of the Goldfish pursuant to this Section 4 with respect to any Damages relating to Materials of Environmental Concern affecting the Property to the extent Sign of the Goldfish and/or Structural Systems was aware of the Release of those Materials of Environmental Concern into the Environment as of the Closing Date (and whether or not those Materials of Environmental Concern were disclosed in the Environmental Reports) at levels that require investigation or remediation under applicable Environmental Laws. Structural Systems and Sign of the Goldfish each hereby represents and warrants to Xxxxxx that they are not aware of any Materials of Environmental Concern in, on or under the Property, except as disclosed in the Environmental Reports. Xxxxxx’x obligations under this Section 4 shall terminate on the date that is two (2) years from and after the Closing Date; provided, that this termination shall not apply to any valid claims, made in good faith by Sign of the Goldfish, pursuant to this Section 4 prior to the date that is two (2) years from and after the Closing Date.
Sample 1

Related to Environmental Indemnification by Xxxxxx

  • 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.

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by Xxxxxxxx The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by Supplier Supplier covenants and agrees to indemnify, defend and hold harmless Eargo, its Affiliate(s), Approved Buyer(s), and their respective agents, contractors, officers, directors, employees and Representatives (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, losses, damages, settlements, governmental fines and penalties, and all other liabilities, including attorneys’ and other professional fees and court costs, and all costs and expenses, arising out of or related to: (a) the Units, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party (collectively, “Third Party IPR”) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, directly or indirectly from the Units or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”).

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