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INDEMIFICATION Sample Clauses

INDEMIFICATIONIn addition to any indemnity obligations set forth in the Master Lease and incorporated by reference herein and not in limitation thereof, Sublessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and Sublessor and their agents, partners and lenders, from and against any and all Claims (as defined in the Master Lease) arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Sublessee or Sublessee’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease; provided that nothing in the foregoing will require Sublessee to indemnify Sublessor for any Claims to the extent arising out of the negligence or willful misconduct of Sublessor, its agents or employees. If any action or proceeding is brought against Lessor or Sublessor by reason of any of the foregoing matters, Sublessee shall upon notice defend the same at Sublessee’s expense by counsel reasonably satisfactory to Lessor and Sublessor, and Sublessor shall cooperate with Sublessee in such defense. Sublessor will indemnify Sublessee for Sublessor’s breach of Sublessor’s obligations under the Master Lease to the extent such breach was not caused or contributed to by Sublessee, its agents or employees. Nothing in this Section shall be deemed to affect Sublessor’s right to indemnification for liability or liabilities arising prior to termination of this Sublease for personal injury or property damage under any other indemnification or other provision of this Sublease.
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INDEMIFICATIONTo 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.
INDEMIFICATIONThe 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. (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 agrees to defend, indemnify, and hold Kandiyohi County, its employees and officials harmless from any claims, demands, actions or causes of action, including reasonable attorney’s fees and expenses arising out of any act or omission on the part of the contractor, or its subcontractors, partners, or independent contractors or any of their agents or employees in the performance of or with relation to any of the work or services to be performed or furnished by the contractor, or the subcontractors, partners, or independent contractors or any of their agents or employees under the agreement.
INDEMIFICATIONEach 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.
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INDEMIFICATION. Employee shall be entitled to be indemnified by -------------- Employer to the fullest extent permitted by the Virginia Stock Corporation act notwithstanding any limitations set forth in Employer's Articles of Incorporation.
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. (a) In the event of any registration of any Shares under the Securities Act pursuant to this Article 2 or registration or qualification of any Shares pursuant to Section 2.4(d) hereof, the Company shall indemnify and hold harmless the Shareholder, each underwriter of such shares, if any, each broker or any other person acting on behalf of the Shareholders, each director, officer, employee and partner of any of the foregoing and each other person, if any, who controls any of the foregoing persons, within the meaning of the Securities Act (each, an "Indemnified Person"), against any losses, claims, damages, liabilities or expenses, joint or several, to which any of the foregoing persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, are related to, result from or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or qualification of any Shares pursuant to Section 2.4(d) hereof, or arise out of, are related to, result from or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or any violation by the Company of the state securities or blue sky laws applicable to the Company and relating to action or inaction required of the Company in connection with such registration or qualification under such state securities or blue sky laws. The Company shall reimburse on demand each Indemnified Person for any legal or any other costs and expenses reasonably incurred by any of them in connection with investigating, preparing for, defending or settling any such loss, claim, damage, liability or action by any governmental agency or body; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in said registration stateme...
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