Indemnification and Set Off Sample Clauses

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.
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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...
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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.
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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
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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
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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.
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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) ...
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Indemnification and Set Off 
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Related to Indemnification and Set Off

  • Indemnification and Waiver Except as provided in Section 10.5 or to the extent due to the negligence, willful misconduct or violation of this Lease by Landlord or the Landlord Parties, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity and release shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlord’s violation of this Lease. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlord’s obligations or representations under this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.

  • Indemnification and Exculpation 29.1 Tenant agrees to indemnify, save, defend and hold Landlord harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses (including without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same (collectively, “Claims”) arising from injury or death to any person or damage to any property occurring within or about the Premises, the Building or the Property arising directly or indirectly out of Tenant’s or Tenant’s employees’, agents’ or guests’ use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by Landlord’s (or any of its agents’, employees’ or contractors’) willful misconduct or primarily attributable to Landlord’s (or any of its agents’, employees’ or contractors’) gross negligence. 29.2 Notwithstanding any provision of Section 29.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including, without limitation, loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including, without limitation, broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this Section 29.2. 29.3 Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or the Project, or of any other third party not under the control of Landlord or otherwise in privity of contractual indemnity with Landlord. 29.4 Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts, Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage. 29.5 The provisions of this Article 29 shall survive the expiration or earlier termination of this Lease.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Indemnification and Defense 16.1 To the fullest extent permitted by California law, Developer shall indemnify, keep and hold harmless the District, the Architect(s) and Construction Manager(s), their respective consultants, separate contractors, board members, officers, representatives, agents, and employees, in both individual and official capacities (“Indemnitees”), against all suits, claims, injury, damages, losses, and expenses (“Claims”), including but not limited to attorney’s fees and costs, caused by, arising out of, resulting from, or incidental to, in whole or in part, the performance of the Work under this Contract by Developer or its Subcontractors, vendors and/or suppliers. However, Developer’s indemnification and hold harmless obligation shall be reduced by the proportion of the Indemnitees’ and/or Architect’s liability to the extent the Claim(s) is/are caused wholly by the active negligence or willful misconduct of the Indemnitees, and/or defects in design furnished by the Architect, as found by a court or arbitrator of competent jurisdiction. This indemnification and hold harmless obligation of Developer shall not be construed to negate, abridge, or otherwise reduce any right or obligation of indemnity that would otherwise exist or arise as to any Indemnitee or other person described herein. This indemnification and hold harmless obligation includes, but is not limited to, any failure or alleged failure by Developer to comply with any law and/or provision of the Contract Documents in strict accordance with their terms, and without limitation, any failure or alleged failure of Developers obligations regarding any stop payment notice actions or liens, including Civil Wage and Penalty Assessments and/or Orders by the DIR. 16.2 To the furthest extent permitted by California law, Developer shall also defend Indemnitees, at its own expense, including but not limited to attorneys’ fees and costs, against all Claims caused by, arising out of, resulting from, or incidental to, in whole or in part, the performance of the Work under this Facilities Lease by Developer, its Subcontractors, vendors, or suppliers. However, without impacting Developer’s obligation to provide an immediate and ongoing defense of Indemnitees, Developer’s defense obligation shall be reduced by the proportion of the Indemnitees’ and/or Architect’s liability to the extent caused by the sole negligence, active negligence, or willful misconduct of the Indemnitees, and/or defects in design furnished by the Architect, as found by a court or arbitrator of competent jurisdiction. The District shall have the right to accept or reject any legal representation that Xxxxxxxxx proposes to defend the Indemnitees. If any Indemnitee provides its own defense due to failure to timely respond to tender of defense, rejection of tender of defense, or conflict of interest of proposed counsel, Developer shall reimburse such Indemnitee for any expenditures. Developer’s defense obligation shall not be construed to negate, abridge, or otherwise reduce any right or obligation of defense that would otherwise exist as to any Indemnitee or other person described herein. Developer’s defense obligation includes, but is not limited to, any failure or alleged failure by Developer to comply with any provision of law, any failure or alleged failure to timely and properly fulfill all of its obligations under the Contract Documents in strict accordance with their terms, and without limitation, any failure or alleged failure of Developer’s obligations regarding any stop payment notice actions or liens, including Civil Wage and Penalty Assessments and/or Orders by the DIR. Developer shall give prompt notice to the District in the event of any Claim(s). 16.3 Without limitation of the provisions herein, if Xxxxxxxxx’s obligation to indemnify and hold harmless the Indemnitees or its obligation to defend Indemnitees as provided herein shall be determined to be void or unenforceable, in whole or in part, it is the intention of the Parties that these circumstances shall not otherwise affect the validity or enforceability of Developer’s agreement to indemnify, defend, and hold harmless the rest of the Indemnitees, as provided herein. Further, Developer shall be and remain fully liable on its agreements and obligations herein to the fullest extent permitted by law.

  • Defense and Indemnification 12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • INDEMNIFICATION AND ATTORNEYS' FEES (a) The Bank shall indemnify, hold harmless and defend the Executive against reasonable costs, including legal fees, incurred by him in connection with his consultation with legal counsel or arising out of any action, suit or proceeding in which he may be involved, as a result of his efforts, in good faith, to defend or enforce the terms of this Agreement. The Bank agrees to pay all such costs as they are incurred by the Executive, to the full extent permitted by law, and without regard to whether the Bank believes that it has a defense to any action, suit or proceeding by the Executive or that it is not obligated for any payments under this Agreement. (b) In the event any dispute or controversy arising under or in connection with the Executive's termination is resolved in favor of the Executive, whether by judgment, arbitration or settlement, the Executive shall be entitled to the payment of all back-pay, including salary, bonuses and any other cash compensation, fringe benefits and any compensation and benefits due the Executive under this Agreement. (c) The Bank shall indemnify, hold harmless and defend the Executive for any act taken or not taken, or any omission or failure to act, by him in good faith while performing services for the Bank or the Company to the same extent and upon the same terms and conditions as other similarly situated officers and directors of the Bank or the Company. If and to the extent that the Bank or the Company, maintains, at any time during the Employment Period, an insurance policy covering the other officers and directors of the Bank or the Company against lawsuits, the Bank or the Company shall use its best efforts to cause the Executive to be covered under such policy upon the same terms and conditions as other similarly situated officers and directors.

  • REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

  • Waivers Indemnification 90 11.1 Demand; Protest; etc...........................................................................90 11.2 The Lender Group's Liability for Collateral....................................................90 11.3 Indemnification................................................................................90

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