Grantee Indemnification Sample Clauses

The Grantee Indemnification clause requires the grantee to compensate the grantor for any losses, damages, or liabilities that arise from the grantee's actions or omissions related to the agreement. In practice, this means if the grantee's conduct leads to third-party claims, legal expenses, or regulatory penalties, the grantee must cover those costs for the grantor. This clause primarily serves to protect the grantor from financial harm caused by the grantee's behavior, ensuring that risks associated with the grantee's activities do not fall on the grantor.
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. 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 ▇▇▇▇▇▇▇’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.
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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 ▇▇▇▇▇ Falls property brought by any Owners in ▇▇▇▇▇ Falls for Grantees accessing Owner’s property to perform the ▇▇▇▇▇ Falls Work. This indemnification and hold harmless covenant shall survive the termination of this Agreement.
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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.
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Grantee Indemnification. By ▇▇▇▇▇▇▇’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. ▇▇▇▇▇▇▇ 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.
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Grantee Indemnification. Grantee shall indemnify, defend, and hold the Grantor harmless from all Claims, incurred by or asserted against the Grantor by any person or entity, which are alleged to have been caused directly or indirectly from the acts or omissions of Grantee or ▇▇▇▇▇▇▇’s Employees. ▇▇▇▇▇▇▇ further agrees to indemnify and hold Grantor harmless for the payment of any tax or withholding payments, including any penalty assessed it may owe under this Contract as described in Section 6.
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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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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 adjacent properties). 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”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

  • Employee Indemnification In any claims against Huron Valley Schools, its departments, agencies, commissions, officers, employees, and agents, by any employee of the Contractor or any of its subcontractors, the indemnification obligation will not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor or any of its subcontractors under worker's disability compensation acts, disability benefit acts, or other employee benefit acts. This indemnification clause is intended to be comprehensive. Any overlap in provisions, or the fact that greater specificity is provided as to some categories of risk, is not intended to limit the scope of indemnification under any other provisions.

  • 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: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • 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: (a) if such court determines that Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in which case Indemnitee shall be entitled to recover the Expenses of securing such reimbursement; or (b) if such court determines that Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not Indemnitee (i) has met the standards of conduct set forth in Section 2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper personal benefit under Section 2-418(c) of the MGCL, the court may order such indemnification as the court shall deem proper without regard to any limitation on such court-ordered indemnification contemplated by Section 2-418(d)(2)(ii) of the MGCL.