Grantee Indemnification Sample Clauses

Grantee Indemnification. Grantee shall indemnify, hold harmless, and defend Grantor, its parent, and Affiliates, and their respective officers, directors, employees, agents, contractors, subcontractors, invitees, and successors, as the case may be, from and against any and all claims, liabilities, costs, damages and expenses (including reasonable attorney and expert fees, and disbursements incurred by any of them in any action or proceeding brought by any third party or Grantee) (collectively, “Grantor’s Damages”) (i) for damages to property, injury to or death of any person, including Grantor’s employees or any third parties, to the extent caused wholly or in part by any act or omission, negligent or otherwise, by Grantee and/or its officers, directors, employees, agents contractors, subcontractors and invitees arising out of or connected with this Agreement, including a failure by Grantee to perform its obligations hereunder, or (ii) on account of the presence, alleged presence, Release or threatened Release of any Hazardous Substances on, under or migrating from the Generation Facilities Easement Area or the Generation Facilities located thereon or otherwise attributable to Grantee’s operation and maintenance of its Generation Facilities on the Grantor’s Property . Grantor shall not be entitled to indemnity under the preceding sentence to the extent that a court of competent jurisdiction determines that its gross negligence or willful misconduct caused such damages.
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Grantee Indemnification. Grantor shall indemnify, defined and hold Grantee and its officers, directors, employees and agents, and each of their respective successors and assigns (hereinafter collectively called “Grantee Indemnified Parties”) harmless from and against any and all Indemnified Claims resulting from (i) any breach or default by Grantor in the observance or performance of any of the terms, covenants or conditions of this Agreement and/or (ii) any injury or the death of any person (including without limitation any Grantee Indemnified Party) or physical damage to property, real or personal, of any kind wherever located and by whomever owned (including, without limitation, property owned by any Grantee Indemnified Party) in proportion to and to the extent such injury, death or physical damage arises out of any negligence, willful misconduct or other acts or omissions of Grantor or any of the other Grantor Indemnified Parties, except to the extent that any such Indemnified Claims are caused by the negligence or willful misconduct of Grantee or any of the other Grantee Indemnified Parties or by Grantee’s breach of its obligations under this Agreement, the UCSF Ground Lease or the LDDA.
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Grantee Indemnification. Grantee understands and acknowledges that there is inherent risk by accessing and using the Temporary Easement Property insofar as motorized vehicle activities will be taking place thereon. Grantee accepts all risks and liabilities related to the use and access of the Temporary Easement Property of Grantee and its agents, employees, attendees and contestants. Grantee agrees to indemnify, defend and hold Grantor harmless from and against any and all claims, causes of action, damages, liabilities, or litigation arising from the use of the Temporary Easement Property by Grantee and its agents, employees, attendees and contestants.
Sample 1
Grantee Indemnification. By Xxxxxxx’s acceptance hereof, such Grantee agrees that it shall indemnify and hold Grantor, its managers, members, successors and assigns harmless from any loss, cost, damage or expense (including reasonable attorney’s fees) sustained by Grantor as a result of the exercise by such Grantee, (or its employees, agents or contractors), of the rights and easements granted herein, except to the extent that any such loss, cost, damage or expense is attributable to Grantor’s negligence or willful misconduct. Xxxxxxx agrees that following any installations made by such Grantee as permitted by this Grant of Easement, such Grantee shall properly restore the surface of the Easement Areas (by grading, paving or re-seeding) to as reasonably good condition as said surface was in immediately prior to said installations. Notwithstanding the foregoing, this indemnification shall not be effective against the Grantee for any matters attributable to the “Activities Use Limitation” referenced below, except as expressly set forth herein and in the paragraph below.
Sample 1
Grantee Indemnification. TFC represents and warrants that it does and shall throughout the applicable term(s) hereof, have the full right and authority to enter into this Agreement and perform all of its purported duties and obligations hereunder with full legal right and authority under the relevant federal, state and local laws and statutes. Except to the extent that Xxxxxxx’s indemnity above applies, TFC shall indemnify and hold Grantee, its licensees, successors and assigns (including without limitation any eventual owner(s) and distributor(s) of the Project) harmless from and against any third-party liability, actions, causes of action, claims, costs, damages and expenses (including, without limitation, outside attorneys’ fees, disbursements and court costs regardless of whether litigation is commenced) (collectively “Claims”) arising out of, or in connection with the breach by TFC or any of its principals, agents or employees of any of TFC’s representations, warranties, covenants, agreements, or undertakings contained in this Agreement.
Sample 1
Grantee Indemnification. Grantor hereby agrees to and shall indemnify, defend, protect and hold Grantee, its officials, employees, agents, contractors, successors, assigns and heirs harmless from and against any and all claims, proceedings, lawsuits, liabilities, damages, losses, fines, penalties, judgments, awards, costs and expenses, including, without limitation, reasonable attorneys' fees and costs, to the extent same arise out of a claim for trespass or similar action which challenges the Village’s legal authority to enter on to the Xxxxx Falls property brought by any Owners in Xxxxx Falls for Grantees accessing Owner’s property to perform the Xxxxx Falls Work. This indemnification and hold harmless covenant shall survive the termination of this Agreement.
Sample 1

Related to Grantee Indemnification

  • Lessee Indemnification Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”):

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Court-Ordered Indemnification Notwithstanding any other provision of this Agreement, a court of appropriate jurisdiction, upon application of Indemnitee and such notice as the court shall require, may order indemnification of Indemnitee by the Company in the following circumstances:

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Director Indemnification URSI shall have obtained directors and officers liability insurance from a reputable insurance company in type and amount as is customary for companies similarly situated and URSI shall have entered into an indemnification agreement with each STOCKHOLDER, if any, who will become a director of URSI substantially in the form attached as Annex VII.

  • Payment of Expenses; Indemnification The Borrowers jointly and severally agree to: (a) pay all reasonable out-of-pocket costs and expenses of (i) each Agent-Related Person in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of counsel to the Administrative Agent) and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Borrowers under this Credit Agreement, and (ii) the Agent-Related Persons and the Lenders in connection with (A) enforcement or protection of rights under the Credit Documents and the documents and instruments referred to herein and therein (including any workouts or restructurings), including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Agent-Related Persons and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Borrower or any of its Subsidiaries, and (b) indemnify the Agent-Related Persons, each Lender and its officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not any Agent-Related Person or any Lender is a party thereto) related to (i) the entering into and/or performance of any Credit Document or the use of proceeds of any Extensions of Credit or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct on the part of the Person to be indemnified, as determined by a court of competent jurisdiction by a final and non-appealable judgment), (ii) any Environmental Claim and (iii) any claims for Non-Excluded Taxes.

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