INDEMIFICATION Sample Clauses

INDEMIFICATION. To the fullest extent allowed by applicable law, the Company will indemnify, defend and hold you harmless from and against any and all claims, liabilities and expenses of any kind and nature (including, without limitation, any reasonable attorneys’ fees, settlements, judgments, fines, excise taxes and other costs) which you actually incur in connection with any threatened, pending or completed action, suit or proceeding of any kind whether civil, criminal, administrative or investigative to which you are made or threatened to be made a party, witness or other participant by reason of your employment with the Company or any of its affiliates or by reason of your performance of any duties on behalf of the Company or services rendered at the request of the Company in any capacity. Upon your request, the Company will also promptly advance any expenses for which indemnification is available. In addition, the Company will maintain, at its sole expense, director and officer liability insurance covering you, to the same extent as the most favorably-insured persons under such policy or policies, both for the period of your service as an officer and/or director of the Company and for so long thereafter as you may reasonably be subject to any claim, covering any acts or omissions in his capacity as an officer and/or director of the Company or any of its affiliates. Your rights under this paragraph are in addition to, and exclusive of, any rights you may have to indemnification, insurance coverage, or exculpation under the Company’s Bylaws, Articles of Incorporation or other organizing documents or as otherwise provided by applicable law.

INDEMIFICATION. The applicant shall defend, indemnify and hold harmless the City and its officials, employees and agents from any liabilities, judgments, losses, costs or charges (including attorneys' fees) incurred by the City as a result of any claim, demand, action or suit relating to any bodily injury (including death), loss or property damage caused by, arising out of, related to or associated with the use of the city facility by the applicant or by the applicant’s guests and invitees

INDEMIFICATION. 5.01. To the extent that the Agent acts in good faith and without negligence or willful misconduct, the Agent shall not be responsible for, and the Company shall indemnify and hold the Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to: (a) All actions of the Agent or its agents or subcontractors required to be taken and correctly executed pursuant to this Agreement. (b) The Company's lack of good faith, negligence or willful misconduct or which arise out of the breach of any representation or warranty of the Company hereunder. (c) The reasonable reliance on or use by the Agent or its agents or subcontractors of information, records and documents or services which are received or relied upon by the Agent or its agents or subcontractors and furnished to it or performed by or on behalf of the Company. (d) The reasonable reliance on, or the carrying out by the Agent or its agents or subcontractors of, any written instructions or requests of the Company. (e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations, or the securities laws or regulations of any state that such Shares be registered in such state, or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state, unless such violation is the result of the Agent's negligent or willful failure to comply with the provisions of Section 1.02 (b) of this Agreement. 5.02. The Agent shall indemnify and hold the Company harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to the Agent's refusal or failure to comply with the terms of this Agreement (whether as a result of the acts or omissions of the Agent or of its agents or subcontractors) or arising out of the lack of good faith, negligence or willful misconduct of the Agent, or its agents or subcontractors, or arising out of the breach of any representation or warranty of the Agent hereunder. 5.03. At any time the Agent may apply to any officer of the Company for instructions, and may consult with outside legal counsel with respect to any matter arising in connection with the services to be performed by the Agent under this Agreement, and the Agent and its agents or subcontractors shall not be liable ...

INDEMIFICATION. The Company will indemnify Executive to the fullest extent permitted by law and the Company’s governing documents.

INDEMIFICATION. Each Party (the "INDEMNIFYING PARTY") will indemnify, hold --------------- harmless, and defend the other Party (the "INDEMNIFIED PARTY") and its subsidiary and parent entities, successors, affiliates, and assigns, and all of their respective officers, directors, members, stockholders, agents, employees, and attorneys, from any and all actions, causes of action, suits, proceedings, claims, demands, judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys' fees and costs and those necessary to interpret or enforce this Section 9) arising out of or relating to any claim or allegation a arising out of (i) the Indemnifying Party's breach of this Agreement, including without limitation the warranties set forth in Sections 8(a) and 8(b) above; or (ii) in the case where Heatron is the Indemnifying Party, the manufacture, use, or sale of any Licensed Product, including, but not limited to any damages, losses or liabilities whatsoever with respect to death or injury to any person and damage to any property arising from the possession, use or operation of the Licensed Product by Heatron or their customers in any manner whatsoever. The Indemnified Party may, at its expense, employ separate counsel to monitor and participate in the defense of any claim that the Indemnifying Party is defending under this Section. The Indemnified Party will provide the Indemnifying Party with reasonably prompt notice in writing of any claim to which this Section relates.

INDEMIFICATION. Assignor agrees to indemnify and hold harmless the Village and its officers, employees, agents and contractors, from and against any and all third party actions (whether at law or in equity), claims, liabilities, losses, judgments, costs and expenses, including, but not limited to, attorneys’ fees and costs for personal or bodily injury, wrongful death, or loss of or damage to property, which may have arisen or be alleged to arisen from the negligent acts, errors, omissions or the willful or intentional conduct of the Assignor, its officers, employees, agents, subcontractors or any other person or entity acting under Assignor’s control or supervision, arising of the Owner’s performance of the Services pursuant to the original agreement between the Owner and the Architect and prior to the effective date of the Assignment. Architect agrees to indemnify and hold harmless the Village and its officers, employees, agents and contractors, from and against any and all third party actions (whether at law or in equity), claims, liabilities, losses, judgments, costs and expenses, including, but not limited to, attorneys’ fees and costs for personal or bodily injury, wrongful death, or loss of or damage to property, which may arise or be alleged to arisen from the negligent acts, errors, omissions or the willful or intentional conduct of the Architect, its officers, employees, agents, subcontractors or any other person or entity acting under Architect’s control or supervision upon commencement of this Assignment to the Village. Nothing in this Assignment shall be deemed or treated as a waiver by the Village of any immunity to which it is entitled by law, including but not limited to the Village’s sovereign immunity as set forth in Section 768.28, Florida Statutes.

INDEMIFICATION. (a) Consultant shall indemnify and hold harmless Client from and against any and all claims, damages, or liability arising from the negilgent performance of services under this Agreement by Consultant. Consultant shall indemnify and hold harmless Client from Client’s loss or expense, including reasonable attorney's fees for claims for personal injury (including death) or property damage arising out of the sole negligent act, error, or omission of Consultant. (b) Client shall not be liable to Consultant and Consultant shall not be liable to Client, for any special, incidental or consequential damages, including, but not limited to, loss of use and loss of profit, incurred by either party due to the fault of the other, regardless of the nature of this fault, or whether it was committed by Client or Consultant or their employees, agents or subcontractors, by reason of services rendered under this Agreement.

INDEMIFICATION. The Contractor shall assume responsibility for and shall save the Employer harmless from all taxes or liabilities relating to intellectual property, including but not limited to: (1) Royalty or other payments in one lump sum or otherwise for use of or the right to use any equipment or item(s) necessary for the effective execution of the Works; (2) Any payment for the use of or the right to use scientific technical, industrial or commercial knowledge or information or for the rendering of assistance of service in connection with the application or use such knowledge or information relating to any equipment or item(s) necessary for the effective execution of this Works; and (3) Payment for any income taxes and any Central Provident Fund (CPF) contribution or any taxes / contribution to the Contractor’s servant or agents which may be required at any time under the laws in force in the Republic of Singapore and/or in the country of the Contractor by reason of the performance of work under this Contract.

INDEMIFICATION. The Partnership hereby indemnifies and holds harmless the Letter of Credit Issuer, the Letter of Credit Participants and the Surety Bond Arranger from and against any and all claims, damages, losses, liabilities, reasonable costs and expenses whatsoever which the Letter of Credit Issuer, any Letter of Credit Participant or the Surety Bond Arranger may incur (or which may be claimed against the Letter of Credit Issuer, any Letter of Credit Participant or the Surety Bond Arranger by any Person) by reason of or in connection with the execution and delivery or transfer of, or payment or failure to pay under, any Letter of Credit or the Surety Bond Arrangements; provided, that the Partnership shall not be required to indemnify the Letter of Credit Issuer, any Letter of Credit Participant or the Surety Bond Arranger for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the failure of the Letter of Credit Issuer or the Surety Bond Arranger to act in good faith or, in the case of the Letter of Credit Issuer, to use due care in the examination of any draft or certificate presented under any Letter of Credit in ascertaining whether on its face it appeared to comply with the terms of such Letter of Credit. Nothing in this section 3.8 is intended to limit the reimbursement obligations of the Partnership contained herein.