Indemnification Against Loss Sample Clauses

Indemnification Against Loss. 15.1 Broker hereby agrees to indemnify, hold harmless and defend AH, its agents, directors, officers, employees, successors, assigns and affiliates (collectively, the "Indemnified Parties") from and against any and all losses, causes of action, liabilities, claims, demands, obligations, damages, costs and expenses, including reasonable attorneys' and accountants' fees arising out of or in connection with any breach of Broker’s obligation(s) under this Agreement, or Broker’s gross negligence, willful misconduct, or bad faith with regard to any act or failure to act of Broker, its agents, employees, officers or shareholders.
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Indemnification Against Loss. The Union will, at its own expense, defend (at the College’s discretion with an attorney of the College’s choosing) and indemnify the College, its officers, Board Members, employees and agents, against any and all claims, demands, lawsuits, or other forms of liability, including any costs and attorney's fees, which may arise out of any act or omission by the College which relates to or which was for the purpose of complying with the provisions of this Article.
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Indemnification Against Loss. In the event, following obtaining Owner's prior written consent, Contractor shall use Owner's tools, materials, vehicles, equipment, labor, facilities (including sanitary facilities), hoists, elevators, ladders, scaffolding, or any other property of Owner, Contractor shall accept full responsibility therefor, shall reimburse Owner at a predetermined rate (said reimbursement to constitute a Cost of the Work) and shall indemnify and hold Owner harmless from any and all liability to persons or property arising out of or in connection with such use.
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Indemnification Against Loss. 35 Section 10.1 Indemnification by Parent and Sellers..........................................................35 Section 10.2 Indemnification by CHI, Chevys and Buyer.......................................................36 Section 10.3 Limitation on Indemnification and Liability....................................................37 Section 10.4 Time to Assert Claims..........................................................................37 Section 10.5 Resolution of Claims...........................................................................38 Section 10.6 Third Party Claim Indemnification Procedure....................................................38 Section 10.7 Exclusive Remedies.............................................................................38 ARTICLE XI MISCELLANEOUS........................................................................................38
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Indemnification Against Loss. 14 Section 9.1
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Indemnification Against Loss. The Union will, at its own expense, defend ( College’s choosing) saonfficders, iBonarddMeemmbneris, femyployteehs aend Colle agents, against any and all claims, demands, lawsuits, or other forms of liability, including any costs and attorney's fees, which may arise out of any act or omission by the College which relates to or which was for the purpose of complying with the provisions of this Article.
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Indemnification Against Loss 
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Related to Indemnification Against Loss

  • Limitation of Liability; Indemnification (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the [SERIES] Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Indemnification Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

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