EXPRESS INDEMNITY Clause Samples

An Express Indemnity clause explicitly states that one party agrees to compensate the other for specific losses, damages, or liabilities arising from certain events or actions. This clause typically outlines the scope of indemnification, such as covering legal costs, third-party claims, or damages resulting from breaches of contract or negligence. By clearly defining the circumstances and extent of indemnity, this clause allocates risk between the parties and provides assurance that financial responsibility for certain risks is contractually assigned.
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EXPRESS INDEMNITY. Guest, along with Guest’s invitees, guests, and/or agents, shall hold harmless, indemnify, and defend TRPM and its officers, directors, agents, shareholders, heirs, successors, and assigns, as well as the rental property owner and his/her/its/their officers, directors, agents, shareholders, heirs, successors, as well as any applicable Home Owners Association, and assigns (the “Indemnified Parties”), against and from all claims, costs (including attorney’s fees), liabilities, penalties, damages, and/or expenses (collectively, “Claims”) which any of the Indemnified Parties may suffer or incur for any action or inaction that may result in damage to, loss of, or destruction of property, or for any injury to, or death of, any person occupying or being on the property. Further, Guest shall hold harmless, indemnify, and defend the Indemnified Parties and from all claims arising from Guest’s representations in this agreement.
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EXPRESS INDEMNITY. USER will be financially responsible for any and all damages to the building, contents and premises that result from its use of the FACILITY, including property damages, structural damage, and personal injury by USER, its employees, agents, volunteers, guests or subcontractors which occur in the course of use of the building/premises.
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EXPRESS INDEMNITY. User agrees to save, indemnify, and keep harmless the Church against any and all liability, claims, judgments, or demands, including demands arising from injuries or death of persons (User’s employees and agents included) and damage to property, arising directly or indirectly out of obligations herein undertaken or out of the operations conducted by User, save and except claims or litigation arising through the sole negligence or sole willful misconduct of the Church. It is the intention of the parties that the indemnity provided for by this Agreement provides for indemnity to the fullest extent provided for by law.
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EXPRESS INDEMNITY. Guest, along with Guest’s invitees, guests, and/or agents, shall hold harmless, indemnify, and defend TRPM and its officers, directors, agents, shareholders, heirs, successors, and assigns, as well as the rental property owner and his/her/its/their officers, directors, agents, shareholders, heirs, successors, and assigns (the “Indemnified Parties”), against and from all claims, costs (including attorney’s fees), liabilities, penalties, damages, and/or expenses (collectively, “Claims”) which any of the Indemnified Parties may suffer or incur for any action or inaction that may result in damage to, loss of, or destruction of property, or for any injury to, or death of, any person occupying or being on the property. Further, Guest shall hold harmless, indemnify, and defend the Indemnified Parties and from all claims arising from Guest’s representations in this agreement.
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EXPRESS INDEMNITY. The undersigned, for himself/herself, his/her heirs, assignors, executors and administrators, fully releases and discharges RTP and the Owner of the Property from any and all claims, demands and causes of action by reason of any injury of whatever nature which has occurred or may occur to the undersigned, or any of his/her Guests as a result of, or in connection with the occupancy of the Property and agrees to hold RTP and Owner free and harmless of any claim or suit arising therefrom. In any action concerning the rights, duties or liabilities of the parties to this agreement, their principals, agents, successors or assigns, the prevailing party shall be entitled to recover reasonable attorney fees and costs.
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EXPRESS INDEMNITY. To the fullest extent permitted by law, the Service Provider agrees to indemnify, defend and hold Purchaser and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of the Service Provider, its employees, agents or volunteers or Service Provider’s subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this Agreement; or 3) are based upon the Service Provider’s or its subcontractors’ use of, presence upon or proximity to the property of Purchaser. This indemnification obligation of Service Provider shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the acts or negligence of Purchaser, or any other party indemnified hereunder. The foregoing indemnification obligations of Service Provider are a material inducement to Purchaser to enter into this Agreement, are reflected in
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Related to EXPRESS INDEMNITY

  • IPR Indemnity 25.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 25.2.2 The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 25.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 25.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

  • Liability and Indemnity a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for: i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors, ii. fraud or fraudulent misrepresentation; or iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or iv. any other liability which cannot be lawfully excluded or limited. b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses. c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions. d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing. e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.

  • Limitation of Liability; Indemnity (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager. (b) The Company shall indemnify, defend and hold harmless the Sole Member and the Manager, and any of such party’s officers, directors, managers, employees, successors and assigns (each, an “Indemnified Party”) to the maximum extent permitted by applicable law from and against any and all actual or alleged losses, claims, damages, liabilities, costs or expenses (collectively, “Damages”) of any nature whatsoever, including attorneys’ fees, arising out of or in connection with any action taken or omitted by the Indemnified Party pursuant to authority granted by or otherwise in connection with this Agreement. Any indemnity under this Section shall be paid out of, and to the extent of, Company assets only, including insurance proceeds if available. (c) All expenses reasonably incurred by an Indemnified Party in connection with a threatened or actual action or proceeding with respect to which such Indemnified Party is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Company to such Indemnified Party in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Indemnified Party or on such Indemnified Party’s behalf to repay the amount of such advances, if any, as to which such Indemnified Party is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which such Indemnified Party is entitled. (d) No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be an Indemnified Party shall, without the written consent of such person, be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (a) the date of such repeal or amendment if on that date such Person is not serving in any capacity for which such Person could be an Indemnified Party or (b) the thirtieth (30th) day following delivery to such Person of written notice of such amendment as to any capacity in which such Person is serving on the date of such repeal or amendment for which such Person could be an Indemnified Party. No amendment of the LLC Law shall, insofar as it reduces the permissible extent of the right of indemnification of an Indemnified Party under this Section, be effective as to such Indemnified Party with respect to any event, act or omission occurring or allegedly occurring prior to the effective date of such amendment. This Section shall be binding on any successor to the Company, including any limited liability company, corporation or other entity which acquires all or substantially all of the Company’s assets. (e) The Company may, but need not, maintain insurance insuring the Company or persons entitled to indemnification under this Section for liabilities against which they are entitled to indemnification under this Section or insuring such persons for liabilities against which they are not entitled to indemnification under this Section. (f) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Company is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefor in this Section to the full extent permitted by law. (g) The Company, in such instances and to such extent as shall be determined by the Manager, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which the Company may indemnify and advance expenses to the Sole Member and the Manager under this Section; and the Company may indemnify and advance expenses to persons who are not or were not employees or agents of the Company, but who are or were serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in such a capacity or arising out of such person’s status as such a person to the same extent that the Company may indemnify and advance expenses to the Sole Member or the Manager under this Section.

  • Limits on Indemnification (i) No claim may be asserted against any party for breach of any representation, warranty or covenant contained herein, unless written notice of such claim is received by such party, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim on or prior to the date on which the representation, warranty or covenant on which such claim is based ceases to survive as set forth in Section 8(a), in which case such representation, warranty or covenant shall survive as to such claim until such claim has been finally resolved. (ii) Notwithstanding anything to the contrary contained in this Agreement (other than the Working Capital Amount adjustment set forth in Section 2(h)): (u) the Seller shall not be liable to any Buyer Indemnified Party for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Seller under this Article 8 equals or exceeds $500,000 (the “Deductible”), in which case the Seller shall be liable only for the Losses in excess of such amount; (v) the maximum aggregate amount of indemnifiable Losses which may be recovered by the Buyer Indemnified Parties shall be an amount equal to $6,000,000 (the “Indemnification Cap”); (w) the Buyer Indemnitors shall not be liable to any Seller Indemnified Party for any claim for indemnification unless and until the aggregate amount of indemnifiable Losses that may be recovered from the Buyer Indemnitors under this Article 8 equals or exceeds the Deductible, in which case the Buyer Indemnitors shall be liable only for the Losses in excess of such amount, and (x) the maximum aggregate amount of indemnifiable Losses which may be recovered by the Seller Indemnified Parties shall be an amount equal to the Indemnification Cap. Notwithstanding the foregoing, (A) any claim of indemnification for any breach of representations and warranties contained in Sections 3(a), 3(b), 3(d)(i), 3(l)(i), 3(n), 3(p), 3(q)(ii), 4(a), 4(b) and 4(d) shall not be subject to the Indemnification Cap; (B) any claim of indemnification for (1) any breach of a covenant contained in Section 5(e), 5(f)(i), 5(f)(iii), 5(f)(v), 5(f)(vi) 5(k), 5(l), 5(p)(iv), 5(p)(v), 5(q), Article 6, or Article 8, (2) the Excluded Liabilities or (3) the Assumed Liabilities, shall not be subject to the Indemnification Cap or the Deductible; (C) any claim for indemnification for any breach of a covenant contained in Article 2 shall not be subject to the Indemnification Cap or the Deductible, and (D) if prior to Closing Seller amends, changes or supplements its Disclosure Schedules with regard to a fact, change, event, occurrence, circumstance or other matter requiring such amendment, change or supplement under Section 5(c) (a “Schedule Update Matter”), and the Closing occurs, Seller shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Loss resulting from a breach of a representation or warranty by a Seller Entity as a result of such Schedule Update Matter to the extent such Schedule Update Matter is disclosed in such amended, changed or supplemented Disclosure Schedules. (iii) For all purposes of this Article 8, “Losses” shall be net of (A) any insurance or other recoveries sought and actually paid to the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification and (B) any Tax benefit available to such Indemnified Party or its Affiliates arising in connection with the accrual, incurrence or payment of any such Losses (including, without limitation, the net present value of any Tax benefit arising in subsequent taxable years).