Indemnification and Set Off Sample Clauses
The Indemnification and Set-off clause establishes the obligation of one party to compensate the other for certain losses or damages, and also allows a party to deduct amounts owed to them from payments otherwise due. In practice, this means if one party suffers a loss due to the other’s actions or breaches, the responsible party must reimburse those losses, and the non-breaching party can withhold or offset amounts from future payments to recover what is owed. This clause is essential for allocating financial risk between parties and provides a mechanism for efficient recovery of losses without the need for separate legal action.
Indemnification and Set Off. In addition to the other rights now or hereafter conferred by Applicable Law and those described in subsection 5.6.2 and Section 7.10, and without limiting such rights, following the occurrence of an Event of Default which is continuing, each Lender and the Agent is hereby authorized by each Obligor, at any time and from time to time, subject to the obligation to give notice to the Borrower subsequently and within a reasonable time, to set off, indemnify, compensate, use and allocate any deposit (general or special, term or demand, including any debt evidenced by certificates of deposit, whether or not matured) and any other debt at any time held or due by a Lender to an Obligor or to its credit or its account, with respect to and on account of the Loan Obligations and the Other Supported Obligations, including, without limitation, the accounts of any nature or kind which flow from or relate to this Agreement or the other Loan Documents, and whether or not the Agent has made demand under the terms hereof or has declared the amounts referred to in Section 15.2 as payable in accordance with the provisions of that Section and even if such obligation and Debt or either of them is a future or unmatured Debt.
Indemnification and Set Off. 8.1 Indemnity by Sonora Gold and the Subsidiaries
(1) Sonora Gold and the Subsidiaries jointly and severally agree to indemnify and save Deal Capital harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against Deal Capital or which Deal Capital may suffer or incur as a result of, in respect of or arising out of:
(a) any non-performance or non-fulfilment of any covenant or agreement on the part of the Subsidiaries or Sonora Gold contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby;
(b) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Subsidiaries or Sonora Gold contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby; and
(c) all costs and expenses including, without limitation, legal fees on a solicitor and client basis, incidental to or in respect of the foregoing.
(2) The obligations of indemnification by the Subsidiaries and Sonora Gold pursuant to paragraph (a) of this Section will be subject to the provisions of Section 8.2.
Indemnification and Set Off. (a) Supplier will indemnify and Purchaser (and its parent, subsidiaries and affiliates, and their respective agents, officers, directors, employees, representatives, successors and permitted assigns) harmless from and against any losses, claims, damages, costs, penalties, fines, liabilities or expenses (including court costs, litigation expenses and reasonable attorneys' fees) (collectively "CLAIMS"), related to a breach of any warranty given by Supplier under this Agreement, the provision of Goods hereunder or any negligent act or failure to act by Supplier or any of Supplier's employees, agents, officers or contractors.
(b) In the event of any Claim against Purchaser arising from Supplier's breach of warranty provided in Section 11(b)(v), Supplier agrees to defend, indemnify, and hold Purchaser (and its parent, subsidiaries and affiliates, and their respective agents, officers, directors, employees, representatives, successors and permitted assigns) harmless from and against all judgments, decrees, damages, costs, and expenses incurred by or recovered against Purchaser (and its parent, subsidiaries and affiliates, and their respective agents, officers, directors, employees, representatives, successors and permitted assigns) as the result of such actual or alleged infringement or misappropriation. Upon the institution of any suit or action alleging infringement or misappropriation against Purchaser (or its parent, subsidiaries and affiliates, or their respective agents, officers, directors, employees, representatives, successors and permitted assigns), Supplier will, at its own expense (1) obtain for Purchaser the right to continue to use the Goods as such Goods are intended to be used, and in connection therewith pay any royalties, fees or other compensation claimed to continue such use, or (2) furnish non-infringing Goods, provided they are acceptable to Purchaser and provided they otherwise comply with this Agreement.
(c) Purchaser is entitled to set off against any amount that Purchaser owes Supplier under this Agreement any amount that Supplier owes to Purchaser under this Agreement.
(d) Purchaser will provide Supplier with notice of any claim as promptly as practicable, provided that Purchaser's failure to give timely notice will not affect its right to indemnification under this SECTION 12 except to the extent Supplier demonstrates actual prejudice caused by such failure. After such notice if Supplier acknowledges in writing to Purchaser that Suppl...
Indemnification and Set Off. 8.01. Indemnity by SoftQuad and the Vendor ------------------------------------
(1) SoftQuad and the Vendor hereby agree to jointly and severally indemnify and save the Purchaser harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense ("Claims") which may be made or brought against the Purchaser or which the Purchaser may suffer or incur as a result of, in respect of or arising out of:
(a) any non-performance or non-fulfilment of any covenant or agreement on the part of the Vendor and SoftQuad contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby;
(b) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Vendor and SoftQuad contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby;
(c) Claims brought by shareholders of SoftQuad in connection with this Agreement and the transactions contemplated hereby;
(d) Claims arising out of actions of the Vendor prior to the Effective Date;
(e) Claims brought by third parties with respect to Vendor's intellectual property rights to any of the Vendor's software assets; and
(f) all costs and expenses including, without limitation, legal fees on a solicitor and client basis, incidental to or in respect of the foregoing;
(2) The obligations of indemnification by the Vendor pursuant to this Section 8.01 will be subject to:
(a) the limitations referred to in Section 4.01 hereof with respect to the survival of the representations and warranties by the Vendor;
(b) the limitations referred to in Section 4.03 hereof; and
(c) the provisions of Section 8.03 hereof.
Indemnification and Set Off. 35 8.01. Indemnity by SoftQuad and the Vendor........................35 8.02. Indemnity by the Purchaser..................................36 8.03. Provisions Relating to Indemnity Claims.....................36 8.04. Right to Set -Off...........................................38
Indemnification and Set Off. 31 8.1 Indemnity by Sonora Gold and the Subsidiaries 8.2 Provisions Relating to Indemnity Claims 31 33 9.1 Further Assurances 33 9.2 Notices 33 9.3 Counterparts 35
Indemnification and Set Off a. Triad shall indemnify, protect, defend and hold GALC harmless from and against any and all loss, liability, damage, cost or expense (including, without limitation, court costs and reasonable attorneys’ fees) wheresoever and howsoever arising which GALC, or any of its directors, officers, agents, employees, or stockholders may incur as a result of: (1) any event or occurrence arising under or related to any Lease on or prior to the Effective Date related to Triad or its financing source’s administration of such Lease; or (2) any breach by Triad of any of its representations, warranties, covenants or obligations set forth in this Purchase Agreement or the other Transaction Documents. Triad shall further indemnify GALC for any and all defense costs (including, without limitation, court costs and reasonable attorneys’ fees) incurred by GALC in successfully defending any indemnification claim asserted by Triad after the Effective Date against GALC. Notwithstanding the forgoing, Triad’s obligation under this paragraph “a”, EXCEPT with respect to any losses, liabilities, damages, costs or expenses incurred by GALC which reflect an inaccuracy in the Exhibits attached hereto or the enforceability of the Leases (including the “hell or high water” provisions thereof), shall be limited to losses, liabilities, damages, costs and expenses as exceed, when taken together with such losses, etc., as are incurred by GALC under any like Purchase Agreement entered into between GALC and Triad subsequent to this Purchase Agreement prior to March or April of 2004, an aggregate amount of $5,000.00 and as are incurred within two years after the Effective Date. With respect to any losses, liabilities, damages, costs or expenses incurred by GALC which reflect an inaccuracy in the Exhibits or the enforceability of the Leases (including the “hell or high water” provisions thereof), the liability exposure of Triad applicable in this case will be the purchase price of the effected Leases less any moneys received by GALC plus costs and expenses incurred by GALC (including reasonable attorney fees), and the time limit for making such indemnification claim(s) shall be the later of two years after the Effective Date or one year after the applicable end of term date for each Lease.
b. GALC shall indemnify, protect, defend and hold Triad harmless from and against any and all loss, liability, damage, cost or expense (including, without limitation, court costs and reasonable attorneys’ fees) ...
Indemnification and Set Off