Indemnification and Guaranty Clause Samples
The Indemnification and Guaranty clause establishes that one party agrees to compensate the other for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this clause outlines the specific circumstances under which indemnification is triggered, such as breaches of contract, negligence, or third-party claims, and may also require a guarantor to ensure performance or payment obligations are met. Its core practical function is to allocate risk between the parties, providing financial protection and assurance that losses will be covered if specified events occur.
Indemnification and Guaranty a. CCC INDEMNIFICATION. CCC will indemnify, defend and hold Bank harmless from and against any and all obligations, charges, liabilities, costs, fees, or expenses, including without limitation, court costs and reasonable attorneys' fees (including allocated costs of internal counsel), which Bank may incur or which may be claimed against Bank by any person as a result of: (i) acts or omissions of CCC, its directors, officers, employees, marketing representatives, subcontractors or agents relating to the exercise of, or the failure to exercise, CCC's obligations under this Agreement, (ii) any Merchant Loss, or (iii) all federal, state and local taxes, duties and similar assessments based on or arising out of this Agreement, excluding taxes based on Bank's net income, excepting therefrom Bank's internal costs relating thereto.
b. BANK INDEMNIFICATION. Bank will indemnify, defend and hold CCC harmless from and against any and all obligations, charges, liabilities, costs, fees, increased taxes (excluding taxes based on Bank's net income) or expenses, including without limitation, court costs and reasonable attorneys' fees (including allocated costs of internal counsel), which CCC may incur or which may be claimed against CCC by any person as a result of acts or omissions of Bank, its directors, officers, employees, subcontractors or agents relating to the exercise of, or the failure to exercise, Bank's obligations under this Agreement; provided, however, that the indemnification set forth in this subparagraph shall not extend to any actual or alleged liability based upon an act or omission of an ISO or MSP sponsored by CCC.
Indemnification and Guaranty. ▇. ▇▇▇▇▇ Ridge hereby agrees to indemnify and hold harmless the County from all claims, demands, and actions, legal or equitable, costs, liabilities, and expenses (including court costs and reasonable attorneys’ fees) (the “Costs”) arising from or in connection with the Landfill, including, without limitation, Green Ridge’s design, construction, operation, maintenance, monitoring, and closure thereof, or otherwise in connection with this Agreement, and/or the County’s enforcement thereof. Green Ridge further agrees to indemnify and hold harmless the County from any action brought by any landowner seeking damages for any reason as a result of the Landfill, including, but not limited to, personal injury, property taking, property damage, trespass, nuisance, and/or inverse condemnation.
b. Liability for all conditions of the Landfill shall be assumed by Green Ridge as of the date of this Agreement. The County shall not be liable for any condition. Green Ridge shall indemnify and hold County harmless for any condition related to the Landfill.
▇. ▇▇▇▇▇ Ridge’s performance of its obligations under this Agreement shall be guaranteed by County Waste of Virginia, LLC pursuant to the terms of the Guaranty attached hereto as Exhibit B and incorporated in this Agreement by this reference as if fully set forth herein.
d. The provision of this Section 6.6 shall survive any termination of this Agreement.
Indemnification and Guaranty. 29 7.1 Survival......................................................................................29 7.2 Obligation of the Seller and the Shareholders to Indemnify....................................30 7.3 Obligation of the Buyer to Indemnify..........................................................30 7.4 Notice and Opportunity to Defend..............................................................30
Indemnification and Guaranty a. The Company hereby agrees to indemnify and hold harmless the County from all claims, demands, and actions, legal or equitable, costs, liabilities, and expenses (including court costs and reasonable attorneys' fees) (the “Costs”) arising from or in connection with the Landfill, including, without limitation, Company’s design, construction, operation, maintenance, monitoring, and closure thereof, or otherwise in connection with this Agreement, and/or the County's enforcement thereof. ▇▇▇▇▇▇▇ further agrees to indemnify and hold harmless the County from any action brought by any landowner seeking damages for any reason as a result of the Landfill, including, but not limited to, personal injury, property taking, property damage, trespass, nuisance, and/or inverse condemnation.
b. Liability for all conditions of the Landfill shall be assumed by Company as of the date of this Agreement. The County shall not be liable for any condition. Company shall indemnify and hold County harmless for any condition related to the Landfill.
c. The provision of this Section 6.6 shall survive any termination of this Agreement.
Indemnification and Guaranty. (a) iPAYMENT INDEMNIFICATION. iPayment will indemnify, defend and hold Bank harmless from and against any and all obligations, charges, liabilities, costs, fees, or expenses including, without limitation, court costs and reasonable attorneys' fees (including allocated costs of internal counsel and costs of appeal), which Bank may incur or which may be claimed against Bank by any person or entity as a result of: (i) acts or omissions of iPayment, its directors, officers, employees, marketing representatives, subcontractors or agents relating to the exercise of, or the failure to exercise, iPayment's obligations under this Agreement, (ii) any (A) Merchant Loss or (B) loss or expense occasioned by Bank's indemnification of First Bank of Beverly Hills pursuant to the Asset Transfer Agreement between Bank, ▇▇▇▇▇▇nt and First Bank of Beverly Hills dated August 28, 2001, in either case incurred by Bank ▇▇▇ ▇▇y reason other than the gross negligence, recklessness or willful misconduct of Bank, or (iii) all federal, state and local taxes, duties and similar assessments based on or arising out of this Agreement, excluding taxes based on Bank's net income.
(b) BANK INDEMNIFICATION. Bank will indemnify, defend and hold iPayment harmless from and against any and all obligations, charges, liabilities, costs, fees, increased taxes (excluding taxes based on iPayment's net income) or expenses, including without limitation, court costs and reasonable attorneys' fees (including allocated costs of internal counsel and costs of appeal), which iPayment may incur or which may be claimed against iPayment by any person as a result of acts or omissions of Bank, its directors, officers, employees, subcontractors or agents relating to the exercise of, or the failure to exercise, Bank's obligations under this Agreement; provided, however, that the indemnification set forth in this subsection shall not extend to any actual or alleged liability based upon an act or omission of an ISO or MSP sponsored by iPayment.
Indemnification and Guaranty