Grantor Indemnification Sample Clauses

Grantor Indemnification. Grantor shall indemnify, hold harmless, and defend Grantee, 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 Grantor) (collectively, “Grantee’s Damages”) (i) for damages to property, injury to or death of any person, including Grantee’s employees or any third parties, to the extent caused wholly or in part by any act or omission, negligent or otherwise, by Grantor and/or its officers, directors, employees, agents, contractors, subcontractors or invitees arising out of or connected with this Agreement, including a failure by Grantor 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 any Grantor Property (other than the Generation Facilities Easement Area, except where attributable to Grantor’s operation and maintenance of its Transmission and Distribution Facilities) or the facilities (other than any Generation Facilities) located thereon or otherwise attributable to Grantor’s operation and maintenance of its Transmission and Distribution Facilities on the Grantor’s Property. Grantee 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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Grantor Indemnification. Grantee shall indemnify, defend and hold Grantor, its officers, directors, employees and agents (hereinafter collectively called “Grantor Indemnified Parties”) harmless from and against any and all liabilities, penalties, costs, damages, expenses, causes of action, claims or judgments (including without limitation reasonable attorneys’ fees) (collectively, “Indemnified Claims”) resulting from (i) any breach of default by Grantee in the observance or performance of any of the terms, covenants or conditions of this Agreement, and/or (ii) any injury to or the death of any person (including without limitation any Grantor 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 Grantor Indemnified Party) in proportion to and to the extent such injury, death or physical damage arises out of or results from any of the activities or operations of Grantee or any of the Grantee Parties on or about the Easement Area (including without limitation the construction, installation, maintenance, repair or replacement of any UCSF Facilities), except to the extent that any such Indemnified Claims are caused by the negligence or willful misconduct of Grantor or any of the other Grantor Indemnified Parties or by Grantor’s breach of its obligations under this Agreement, the UCSF Ground Lease or the LDDA.
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Grantor Indemnification. To the fullest extent permitted by law, Grantor shall indemnify, defend (using counsel acceptable to City) and hold City, its officers, agents, employees and elected officials (collectively, “City Indemnified Parties”) harmless from and against all claims, suits, losses, damages, fines, penalties, liabilities and expenses (including City’s actual and reasonable attorneys’ fees and other costs incurred in connection with claims, regardless of whether such claims involve litigation) of any kind whatsoever arising out of Grantor’s construction and operation of Grantor’s Project, including, but not limited to, claims resulting from, arising out of, or connected with (i) the negligent acts or omissions of Grantor, its employees, agents, officers, affiliates, contractors, guests or invitees in constructing Grantor’s Project, or
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Grantor Indemnification. Grantor, its successors and assigns, hereby covenants and agrees to indemnify, save harmless and defend with counsel reasonably satisfactory to the Grantee, its affiliates, successors and assigns, from and against any and all claims, costs, expenses (including any and all attorney’s fees and expenses of Grantee), damages, actions, causes of action, suits, demands, judgments, penalties, orders, liability or potential liability, whether under any existing or future arising statutory or common law (including, but not limited to those arising under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, 42 U.S.C. 9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. 6901 et seq., the Massachusetts Oil and Hazardous Material Release Prevention and Response Act, X.X. x. 21E. and all applicable rules and regulations promulgated thereunder), whether or not heretofore known or suspected, arising out of or relating to the discharge, release or threatened release at or from the property of oil and/or any pollutant and/or hazardous and/or toxic material, substance and/or waste that causes or contributes to the contamination of and/or damage to the environment and/or natural resources; provided, however, that this indemnity and hold harmless provision shall not apply to any contamination of and/or damage to the environment and/or natural resources that is solely caused by a discharge or release from Grantee’s equipment or any component of the System located on the property pursuant to this easement, the occurrence of which shall be subject to Grantee’s Indemnification set forth in paragraph 6 above. Except as qualified by the prior sentence, Xxxxxxx’s indemnification applies to all matters related to that Notice of Activity and Use Limitation Agreement dated April 28, 2012 (the “AUL”) and filed with the Registry as Document No. 690193 as noted on Certificate of Title No. 96743. Notwithstanding the foregoing, Grantor shall obtain a written Soil Management Plan (“SMP”) and/or Health and Safety Plan (“HASP”) prepared by a Licensed Site Professional governing the excavation of soil on the Premises which shall set forth, in detail, the conduct and procedures for such excavation work, further described in paragraph 1 above, prior to its commencement. Grantor shall provide to Grantee copies of such SMP and HASP. Grantor’s indemnity and hold harmless provision shall not apply to any contamination of and/or damage to the ...
Sample 1
Grantor Indemnification. Subject to the provisions of Section 10.1, Grantor hereby agrees to indemnify, defend, protect and hold harmless IRU Grantee and its employees, officers and directors, from and against, and assumes liability for third party claims arising directly out of: (i) any injury, loss or damage to any person, tangible property or facilities of any person, including reasonable attorneys’ fees and costs, to the extent arising out of or resulting from the negligence or willful misconduct of Grantor, its officers, employees, servants, affiliates, and agents arising out of or in connection with the performance or omission by Grantor of its obligations or the exercise by Grantor of its rights under this Agreement; and (ii) any claims, liabilities or damages arising out of any violation by Grantor of any regulation, rule, statute or court order of any governmental authority in connection with the performance or omission by Grantor of its obligations or the exercise by Grantor of its rights under this Agreement.
Sample 1

Related to Grantor Indemnification

  • 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.

  • Lessor Indemnification Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which existed as a result of Hazardous Substances on the Premises prior to the Start Date or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

  • 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.

  • Cross Indemnification Each Lender (an "Indemnifying Party") hereby agrees to indemnify, hold harmless and defend each other and such other Lender's respective officers, directors, employees, attorneys, agents (not including any Participating Institution or the servicer of any XXXX Loan) and each person who controls such other Lender within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively and severally, the "Indemnified Parties"), from and against any and all claims, obligations, penalties, actions, suits, judgments, costs, disbursements, losses, liabilities and/or damages (including, without limitation, reasonable external attorneys' fees and the allocated costs of internal salaried attorneys) of any kind whatsoever which may at any time be imposed on, assessed against or incurred by any such Indemnified Party in any way relating to or arising out of the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender hereunder or the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender to any Participating Institution in connection with the XXXX Program or the Subject Securitization Transaction. The indemnity provided by each Indemnifying Lender hereunder is in addition to any liability which such Lender may otherwise have to the Indemnified Parties, at law, in equity or otherwise, in connection with the Subject Securitization Transaction.

  • 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.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Successor Indemnification If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.

  • 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.

  • 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:

  • 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.

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