Indemnification and Damages Sample Clauses

Indemnification and Damages. 16.1 Seller shall indemnify, defend and hold Buyer and its Affiliates and their respective officers, directors, employees and agents (each a "Buyer Indemnified Party") harmless from and against any and all claims, liabilities, lawsuits, threats of lawsuits or any governmental action, and losses and damage suffered, incurred or sustained (collectively “Losses”) by any Buyer Indemnified Party to the extent arising out of or resulting from: (i) Seller's or any Seller's Affiliate's breach of this Agreement for Equipment or any Ancillary Agreement (ii) any actual or alleged injury to or death of any person occurring on the premises of Seller or any Seller Affiliate (iii) Seller's or any of Seller's Affiliate's sale and supply of any defective or non-conforming Equipment; (iv) any negligent or reckless act or omission or misconduct on the part of Seller or any Seller's Affiliate or any of their sub-contractors or agents or its or their respective employees or agents; (v) any claims made by employees or representatives of Seller or of any Seller's Affiliate or their respective subcontractors or agents and (vi) any claims that any Intellectual Property used by Seller or any Affiliate of Seller in the performance of this Agreement for Equipment or any Ancillary Agreement (except any Intellectual Property provided to Seller by Buyer) infringes any Intellectual Property right of any third party; (vii) responsible to compensate the Buyer for any damages paid to a third party by the Buyer as a result of Seller’s delay in shipment or delivery; and (viii) any and all performance of this Agreement for Equipment and any Ancillary Agreement by the Seller and/or its personnel by redressing such Losses. 16.2 In addition to the remedies provided for in Section 16.1, Seller agrees that in the event of a breach of the Agreement for Equipment or any Ancillary Agreement by the Seller, as reasonably determined by the Buyer, the Seller shall pay to the Buyer immediately following such determination and a written demand therefor, a cash payment in an amount not to exceed all payments made by the Buyer to Seller during the twelve (12) months immediately preceding the breach as penalties for breach of this Agreement. The Seller acknowledges and agrees that the payment required by this Section is a reasonable forecast of the damages likely to result from such breach. 16.3 The provisions of this Section 16 will survive termination or expiration of the Agreement for Equipment.

Indemnification and Damages. 9.1. In consideration of the purchase of the Sale Shares by the Purchaser from the Seller hereunder, each Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other Party, its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case may be from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of: (a) any misrepresentation or inaccuracy in any Warranty made by such Indemnifying Party, or any failure by such Indemnifying Party to perform or comply with any agreement, obligation, liability, warranty, term, covenant or undertaking contained in this Agreement; (b) any fraud committed by the Indemnifying Party, at any time. 9.2. In the event either Party makes any payment pursuant to this Section 10 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties on such payment. 9.3. The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. 9.4. The above indemnity shall take effect upon Closing and shall lapse on the first anniversary of the Closing Date.

Indemnification and Damages. 19.1 Seller shall indemnify, save harmless, and defend Buyer(s), Buyer's Agent, and their respective employees, agents and representatives (collectively "Buyer Indemnified Parties") from and against all claims, losses, liabilities, costs, settlements, awards, and expenses (including attorneys' fees and expenses) growing out of personal injury, death, or damage to property (including property of any Buyer Indemnified Party) arising out of or in any way connected with Seller's, its or their respective subcontractors' and/or carriers' performance or non-performance hereunder (negligent or otherwise), suffered or claimed to have been suffered by any person, corporation or entity (including any Buyer Indemnified Party) except to the extent due to the negligence or willful misconduct of any Buyer Indemnified Party. 19.2 Under no circumstances, whether arising in contract, equity, or tort (including negligence), shall Seller be responsible for or liable to Buyer for consequential, incidental, punitive, exemplary or indirect damages, including lost profits.

Indemnification and Damages. Palm shall indemnify and hold PalmSource harmless for and pay any and all liabilities, damages and all other monetary relief awarded to Xerox, however characterized, whether actual or enhanced, and any awards of costs, expenses and attorneys’ fees, in the Xerox Litigation. For the purposes of clarification, and notwithstanding the foregoing, Palm assumes no liability for infringement claims arising from or related to the development, use, reproduction, sale or distribution of any version of the Palm OS other than Covered OS Versions.

Indemnification and Damages. A. The Operator shall, on behalf of itself and its successors and assigns, indemnify, defend, and hold harmless (“Indemnify”) the City, its Agents and Invitees, and their respective heirs, legal representatives, successors, and assigns (individually and collectively, the “Indemnified Parties”) from and against any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties, and expenses, including, without limitation, direct and vicarious liability of every kind (collectively, “Claims”), incurred in connection with or arising in whole or in part from any of the following: 1. Injury to or death of a person or damage received or sustained by any person, persons, or property arising out of or resulting from the services performed by the Operator or in connection with the Operator’s services under this Permit or by reason of any asserted act or omission, neglect, or misconduct of the Operator or Operator's agents or employees or any subcontractor or its agents or employees. 2. Any default by Operator in the observation or performance of any of the terms, covenants, or conditions of this Permit to be observed or performed on Operator’s part. 3. The use, occupancy, or manner of use or occupancy of the public right-or-way or public property by the Operator, its agents and employees, invitees, users, or any person or entity claiming through or under any of them. 4. The condition of or any occurrence on the public right-or-way or public property from any cause attributable to the events described in clauses 1, 2, or 3 above. 5. Any acts, omissions, or negligence of the Operator, its agents, or invitees, or users in, on, or about the public right-or-way or public property; all regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on, the Indemnified Parties, except to the extent that such Indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this Permit and further, except to the extent that such claim is caused by the willful misconduct or active negligence of the City. The foregoing Indemnity shall also include, without limitation, reasonable fees of attorneys, consultants, experts, and related costs and the City’s costs of investigating any claim. The Operator specifically acknowledges and agrees that it has an immediate and independent obligation to defend the Indemnified Parties from any claim wh...

Indemnification and Damages. 10.1 Indemnity of the Manager, Members of the Policy Board, Employees and ------------------------------------------------------------------- Other Agents. To the maximum extent permitted under the Act, the Company shall ------------ indemnify the Manager, members of the Policy Board and the Members and make advances for expenses to the maximum extent permitted under the Act. The Company shall indemnify its employees and other agents who are not managers to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by the Members. The Manager, the members of the Policy Board and the Members (and their respective officers, directors, employees and agents) shall be indemnified by the Company from any liability resulting from any act omitted or performed by them in good faith on behalf of the Company and in a manner reasonably believed by them to be within the scope of the authority conferred upon them by this operating Agreement and in the best interest of the Company; provided, however, that any indemnity under this Article X shall be provided out of and be limited to the extent of the Company assets only and shall not include any liabilities arising under the Securities Act of 1933, and no Member shall have any personal liability therefor.

Indemnification and Damages. (a) EVRI shall indemnify, defend, and hold harmless Bank and the Bank Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns from and against any and all claims made, or asserted, or threatened by any third party and all related Losses arising out of or related to the following: (a) any act or omission by EVRI, its employees and agents or any subcontractor engaged by EVRI in the performance of EVRI's obligations under this Agreement or otherwise; (b) any material breach in a representation, covenant or obligation of EVRI contained in this Agreement; (c) any claims that, in using the Services provided to Bank under this Agreement, Bank or an Bank Affiliate has infringed the proprietary rights of any third party; or (d) EVRI's relationship with its employees, agents or subcontractors or its capacity as an employer. A Loss shall mean all losses, liabilities, damages, claims (including taxes) and all related costs and expenses including any and all reasonable attorney fees and reasonable cost of investigation, litigation, settlement, judgment, interest and penalties. (b) Bank shall indemnify, defend and hold harmless EVRI and EVRI Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns from and against any and all claims made or asserted, or threatened by any third party, and all related Losses arising out of or related to the following: (i) any act or omission by Bank, its employees and agents or any subcontractor engaged by the Bank in the performance of Bank's obligations under this Agreement or otherwise (other than EVRI's performance); (ii) any material breach in a representation, covenant or obligation of Bank contained in this Agreement; or (iii) Bank's relationship with its employees, agents or subcontractors or its capacity as an employer.

Indemnification and Damages. 7.1 In consideration of the purchase of the Sale Shares by the Acquirer from the Seller hereunder, each defaulting Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other non-defaulting Party , its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case maybe (each, an “Indemnified Party” and collectively the “Indemnified Parties”) from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party.

Indemnification and Damages. 补偿与损害赔偿 7.1. Seller shall indemnify, defend and hold Buyer and its Affiliates and their respective officers, directors, employees and agents (each a "Buyer Indemnified Party") harmless from and against any and all claims, liabilities, lawsuits, threats of lawsuits or any governmental action, and losses and damage suffered, incurred or sustained (collectively “Losses”) by any Buyer Indemnified Party to the extent arising out of or resulting from: (i) Seller's or any Seller's Affiliate's breach of this Agreement for Services and any Ancillary Agreement (ii) any actual or alleged injury to or death of any person occurring on the premises of Seller or any Seller's Affiliate (iii) Seller's or any of Seller's Affiliate's supply of any defective or non-conforming Services; (iv) any negligent or reckless act or omission or misconduct on the part of Seller or any Seller's Affiliate or any of their sub-Sellers or agents or its or their respective employees or agents; (v) any claims made by employees or representatives of Seller or of any Seller's Affiliate or their respective subcontractors or agents; (vi) any claims that any Intellectual Property used by Seller or any Affiliate of Seller in the performance of this Agreement for Services and any Ancillary Agreement (except any Intellectual Property provided to Seller by Buyer) infringes any Intellectual Property right of any third party; (vii) responsible to compensate the Buyer for any damages paid to a third party by the Buyer as a result of Seller’s delay in shipment or delivery; and (viii) any and all performance of this Agreement for Services and any Ancillary Agreement by the Seller and/or its personnel by redressing such Losses. 卖方应补偿、保护并且使买方及其关联公司及其各自的高管，董事，雇员及代理人（每方均为“买方补偿方”）不受任何索赔、责任、诉讼、诉讼威胁或任何政府行为的危害，以及任 何买方补偿方在以下情形中所遭受、产生或持续造成的损失和损害（统称为“损失”）：（i）卖方或任何卖方的关联公司违反本服务协议及任何附属协议；（ii）任何在卖方或卖方关联 公司的场所发生的对任何人所造成的实际或宣称的伤害或死亡；（iii）卖方或任何卖方的关 联公司供应任何有缺陷或不合格的服务；（iv）卖方或任何卖方关联公司，或任何其下游经 销商或代理人，或其各自的雇员或代理人的过失或鲁莽行为，或疏忽或不当行为；（v）由卖 方或任何卖方关联公司，或其各自的分包商或代理人的雇员或代表提出的任何索赔；（vi） 卖方或任何卖方关联公司在履行本服务协议及任何附属协议的过程中使用的知识产权（任何 由买方向卖方提供的知识产权除外）侵犯任何第三方知识产权所产生的索赔；（vii）赔偿买 方因卖方迟延运输或交付而由买方向第三方支付的损害赔偿；且（viii）卖方和/或卖方人员 所有履行本服务协议及任何附属协议的行为，并弥补上述损失。 7.2. In addition to the remedies provided for in Section 7.1, Xxxxxx agrees that in the event of a breach of the Agreement for Services and any Ancillary Agreement by the Seller, as reasonably determined by the Buyer, the Seller shall pay to the Buyer immediately following such determination and a writt...

Indemnification and Damages a) WEC shall indemnify and hold harmless the Member from any liability for any bodily injury, property damage, or other claims or demands of third parties resulting from performance of the scope of work. b) Member shall fully indemnify and hold harmless WEC from any liability arising from its ownership, use, maintenance, storage, and operation of the Type II EV charging station. c) Without limiting the obligations to indemnify and hold harmless as provided herein, IN THE EVENT OF A DEFAULT, THE DEFAULTING PARTY’S LIABILITY SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY, AND SUCH DIRECT, ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER. IN NO EVENT SHALL ANY OTHER LIABILITY BE INCURRED BY EITHER PARTY FOR ANY OBLIGATIONS WHICH ARISE UNDER THIS AGREEMENT, INCLUDING (BUT NOT LIMITED TO) CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES IN TORT, CONTRACT, OR OTHERWISE.