Indemnification and Claims. 19.1 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement, PBF shall defend, indemnify and hold harmless MSCG, its Affiliates, and their Representatives, agents and contractors for and against any Liabilities which is caused by PBF or its Representatives, agents or contractors, in performing its obligations under this Agreement, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the negligence or willful misconduct on the part of MSCG, its Representatives, agents or contractors.
19.2 To the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement, MSCG shall defend, indemnify and hold harmless PBF, its Affiliates, and their Representatives, agents and contractors for and against any Liabilities caused by MSCG or its Representatives, agents or contractors in performing its obligations under this Agreement, except to the extent that such injury, disease, death, or damage to or loss of property was caused by the negligence or willful misconduct on the part of PBF, its Representatives, agents or contractors.
19.3 In addition to the indemnification obligations set forth in Sections 19.1 and 19.2 and elsewhere in this Agreement, each Party (referred to as the “Indemnifying Party”) shall indemnify and hold the other Party (the “Indemnified Party”), its Affiliates, and their Representatives, agents and contractors, harmless from and against any and all Liabilities directly or indirectly arising from (i) the Indemnifying Party’s breach of any of its obligations under or covenants made in this Agreement; (ii) the Indemnifying Party’s negligence or willful misconduct; (iii) the Indemnifying Party’s failure to comply with Applicable Law with respect to the sale, transportation, storage, handling or disposal of Product or violation of any Environmental Law caused by the Indemnifying Party or its Representatives, agents or contractors, unless such violation liability results from the Indemnified Party’s negligence or willful misconduct; or (iv) if any of the Indemnifying Party’s representations, covenants or warranties made herein proves to be materially incorrect or misleading when made.
19.4 The Parties’ obligations to defend, indemnify, and hold each other harmless under the terms of this Agreement shall not vest any rights in any third party (whether a Governmental Authority or private entity), nor shall they b...
Indemnification and Claims. (a) The GRANTEE shall indemnify the State against liability for any suits, actions, or claims of any character arising from or relating to the performance of the GRANTEE or its subcontractors under this Grant Agreement.
(b) The State of Maryland has no obligation to provide legal counsel or defense to the GRANTEE or its subcontractors in the event that a suit, claim or action of any character is brought by any person not party to this Grant Agreement against the GRANTEE or its subcontractors as a result of or relating to the GRANTEE’S obligations under this Grant Agreement.
(c) The State has no obligation for the payment of any judgments or the settlement of any claims against the GRANTEE or its subcontractors as a result of or relating to the GRANTEE’S obligations under this Grant Agreement.
(d) The GRANTEE shall immediately notify the Procurement Officer of any claim or suit made or filed against the GRANTEE or subcontractors regarding any matter resulting from or relating to the GRANTEE’S obligations under the Grant Agreement, and will cooperate, assist, and consult with the State in the defense or investigation of any claim, suit, or action made or filed against the State as a result of or relating to the GRANTEE’S performance under this Grant Agreement.
Indemnification and Claims. We agree to indemnify, hold harmless and reimburse each other Underwriter, their respective affiliates, directors, officers, employees, agents, counsel, representatives, and participants (collectively, "Underwriter Parties") to the extent, and upon the terms that we will agree, as one of the Underwriters, to indemnify, hold harmless and reimburse the Company, the Selling Securityholders, if any, and certain other persons pursuant to the Underwriting Agreement. This indemnity agreement shall remain in full force and effect regardless of any investigation made by or on behalf of such other Underwriter Parties or any statement made to the Commission as to the results thereof. In the event that at any time any person other than an Underwriter Party asserts a claim against one or more of the Underwriters or against you as Representative of the Underwriters arising out of an alleged untrue -8- statement or omission in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto or documents incorporated by reference therein or relating to any transaction contemplated by this Agreement, we authorize you to make such investigation, to retain such counsel for the Underwriters and to take such action in the defense of such claim as you may deem necessary or advisable. You may settle such claim with the approval of a majority in interest of the Underwriters. We will pay our proportionate share (based upon our underwriting obligation) of all expenses incurred by you, including the fees and expenses of counsel for the Underwriters, in investigating and defending against such claim and our proportionate share of the aggregate liability incurred by all Underwriters in respect of such claim after deducting any contribution or indemnification obtained pursuant to the Underwriting Agreement, or otherwise, from persons other than Underwriters, whether such liability is the result of a judgment against one or more of the Underwriters or the result of any such settlement. We and any other Underwriter may retain separate counsel at our own expense. A claim against or liability incurred by a person who controls an Underwriter shall be deemed to have been made against or incurred by such Underwriter. In the event of default by us in respect of our obligations under this Section, each non-defaulting Underwriter shall assume its proportionate share of our obligations without relieving us of our liability hereunder.
Indemnification and Claims. Section 5.01 SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS. The representations and warranties of the Contributors, the Manager and the REIT contained in this Agreement will survive until eighteen (18) months after the Closing Date, provided that the Contributor Fundamental Representations, the Manager Fundamental Representations and the REIT Fundamental Representations shall survive until the later of eighteen (18) months after the Closing Date or thirty (30) days after the expiration of the applicable statute of limitations with respect to the matters addressed in such representations. Notwithstanding the foregoing, a claim given in good faith in accordance with this Article V in respect of a representation or warranty on or prior to the date on which the representation or warranty ceases to survive shall not thereafter be barred by the expiration of the survival period, and may be pursued thereafter without regard to such expiration. Except as otherwise expressly provided in this Agreement, each covenant or agreement set forth in this Agreement shall survive without limit.
Indemnification and Claims. The labour shall indemnify the Employer, for any loss or damage sustained by it due to the improper performance of the work by the Labour, under this agreement such loss sustained by the Employer may be recovered from the bills payable to the Labour under this agreement, should the above sums not sufficient to cover the full amount recoverable, the labour shall pay to the Employer on demand the balance amount. The Employer will have the right to appropriate and set off any sum of money payable to the labour under this agreement against any claim by the Employer against the labour should the above sums be not sufficient to cover the full amount of the claims, the labour shall pay the Employer on demand the balance amount due. The labour shall be responsible to any third party for any damage or injury caused to the misfeasance, nonfeasance, or malfeasance of the labour.
Indemnification and Claims. 30 6.1 Survival of Representations and Warranties...................................30 6.2 Indemnification by the Sellers...............................................30 6.3
Indemnification and Claims. 6.1 Indemnification by the Company and the Stockholder 32 6.2 Claims Against Indemnified Parties 33 6.3 Right of Offset 33 6.4 Indemnification by the Purchaser 33 6.5 Disclosure Generally 34 6.6 Acknowledgment by Purchaser 34
Indemnification and Claims. (1) The Grantee shall indemnify the County against liability for any suits, actions, or claims of any character arising from or relating to the performance of the Grantee or its subcontractors under this Funding Agreement.
(2) The County has no obligation to provide legal counsel or defense to the Grantee or its subcontractors in the event that a suit, claim or action of any character is brought by any person not party to this Funding Agreement against the Grantee or its subcontractors as a result of or relating to the Grantee’s obligations under this Funding Agreement.
(3) The County has no obligation for the payment of any judgments or the settlement of any claims against the Grantee or its subcontractors as a result of or relating to the Grantee’s obligations under this Funding Agreement.
(4) The Grantee shall immediately notify the County of any claim or suit made or filed against the Grantee or subcontractors regarding any matter resulting from or relating to the Grantee’s obligations under the Funding Agreement, and will cooperate, assist, and consult with the County in the defense or investigation of any claim, suit, or action made or filed against the County as a result of or relating to the Grantee’s performance under this Funding Agreement.
Indemnification and Claims. (a) The UTILITY shall indemnify the DEPARTMENT against liability for any suits, actions, or claims of any character arising from or relating to the negligent performance of the UTILITY under this Agreement.
(b) The DEPARTMENT has no obligation to provide legal counsel or defense to the UTILITY if a suit, claim or action of any character is brought by any person not a party to this Agreement.
(c) The DEPARTMENT has no obligation for the payment of any judgments or the settlement or any claims against the UTILITY as a result of or relating to the UTILITY’s obligations under this Agreement.
(d) The UTILITY shall immediately notify the Department of any claim or suit made or filed against the UTILITY regarding any matter resulting from or relating to the UTILITY’s obligations under this Agreement, and will cooperate, assist and consult with the DEPARTMENT in the defense or investigation of any claim, suit or action made or filed against the DEPARTMENT as a result of or relating to the UTILITY’s performance under this Agreement.
Indemnification and Claims. 13 ----------- ---------------------------
10.1 Indemnification by Seller.............................................13 ---- -------------------------- 10.2 Indemnification by Buyer..............................................13 ---- -------------------------
