Indemnification; Assumption of Risk. The Credit Parties shall indemnify and hold Administrative Agent and the Lenders harmless from and against any and all losses, claims, damages, liabilities, costs and expenses which Administrative Agent or any Lender may suffer or incur in connection with any Letter of Credit and any documents, drafts or acceptances relating thereto, including any losses (including currency fluctuations), claims, damages, liabilities, costs and expenses due to any action taken by the applicable L/C Issuer or correspondent with respect to any Letter of Credit, except to the extent such losses, claims, damages, liabilities, costs or expenses result from the gross negligence or willful misconduct of Administrative Agent or any Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction. Each Credit Party assumes all risks with respect to the acts or omissions of the drawer under or beneficiary of any Letter of Credit. None of Administrative Agent or any Lender shall be responsible for paying any foreign, federal, state or local taxes, duties or levies relating to any goods subject to any Letter of Credit or any documents, drafts or acceptances thereunder. Each Credit Party hereby releases and holds Administrative Agent and the Lenders harmless from and against any acts, waivers, errors, delays or omissions with respect to or relating to any Letter of Credit, except for the gross negligence or willful misconduct of Administrative Agent or any Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this clause (viii) shall survive the payment of Obligations and the termination of this Agreement.
Indemnification; Assumption of Risk. RECOVERY AGAINST THIRD PARTIES
a) Breach related to data security;
b) Negligent, intentional or wrongful act or omission;
c) Performance, attempted performance, and/or non-performance of any duty, obligation, covenant, proviso, requirement, specification, term, or condition of this Agreement;
d) Failure to comply with the law;
e) Infringement of and/or other damage or harm to any copyright, trademark, patent, or other intellectual or intangible property right of any person or entity;
f) Unauthorized disclosure, release, or acquisition of the data, records, and/or information provided to the RECIPIENT under this Agreement, including without limitation any such unauthorized disclosure, release, or acquisition related to a failure to comply with the confidentiality provisions of this Agreement;
g) Bodily injuries to persons (including death), loss of, damage or harm to, or destruction of real and/or tangible personal property (including property of the State), and/or any other injury or harm.
Indemnification; Assumption of Risk. (a) The Borrower hereby agrees to indemnify and hold harmless the Agent, the Issuing Lender and each Facility B Lender and their respective directors, officers and employees from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind which any thereof may incur by reason of or in connection with the execution and delivery, issuance or transfer of, or any payment or failure to pay under, the Facility B Letter of Credit; provided, however, that the Borrower shall not be required to indemnify the Issuing Lender for any claims, damages, losses, liabilities, costs or expenses to the extent caused by the gross negligence, wilful misconduct, or failure to negotiate any draft in accordance with the standard of care required by the Uniform Customs and Practice for Documentary Credits (1993 revision), International Chamber of Commerce, Publication 500 on the part of the Issuing Lender in making payment under the Facility B Letter of Credit.
(b) The Borrower assumes all risks of the acts or omissions of the beneficiary of the Facility B Letter of Credit with respect to its use thereof or reliance thereon. Neither the Facility B Lenders, the Issuing Lender, nor the Agent shall be responsible: for the validity or genuineness of certificates or other documents delivered under or with the Facility B Letter of Credit, even if such certificates or other documents should in fact prove to be invalid, fraudulent or forged; for errors, omissions, interruptions or delays in transmission or delivery of any 27 39 messages, by mail, cable, telegraph, wireless or otherwise, whether or not they are in code; for errors in translation or for errors in interpretation of technical terms; for any failure or inability by any Facility B Lender, the Issuing Lender or the Agent or anyone else to perform under the foreign laws, customs or regulations or by reason of any control or restriction rightfully or wrongfully exercised by any government or group asserting or exercising governmental or paramount powers; or for any other consequences arising from causes beyond any Facility B Lender's, the Issuing Lender's or the Agent's control; nor shall any Facility B Lender, the Issuing Lender, or the Agent be responsible for any error, neglect, or default of any correspondent of such Person; and none of the above shall affect, impair or prevent the vesting of any of the rights or powers of any Facility B Lender, the Issuing Lender or the Agent under any of the Tr...
Indemnification; Assumption of Risk. (i) U.S. Loan Parties shall indemnify and hold Agent and Lenders harmless from and against any and all losses, claims, damages, liabilities, costs and expenses which Agent or any Lender may suffer or incur in connection with any U.S. Letter of Credit and any documents, drafts or acceptances relating thereto, including any losses, claims, damages, liabilities, costs and expenses due to any action taken by Issuing Bank or correspondent with respect to any U.S. Letter of Credit, except for such losses, claims, damages, liabilities, costs or expenses that are a direct result of the gross negligence or willful misconduct of Agent or any Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction.
(ii) Canadian Loan Parties shall indemnify and hold Agent and Lenders harmless from and against any and all losses, claims, damages, liabilities, costs and expenses which Agent or any Lender may suffer or incur in connection with any Canadian Letter of Credit and any documents, drafts or acceptances relating thereto, including any losses, claims, damages, liabilities, costs and expenses due to any action taken by Issuing Bank or correspondent with respect to any Canadian Letter of Credit, except for such losses, claims, damages, liabilities, costs or expenses that are a direct result of the gross negligence or willful misconduct of Agent or any Lender as determined pursuant to a final non-appealable order of a court of competent jurisdiction.
(iii) Each Loan Party assumes all risks with respect to the acts or omissions of the drawer under or beneficiary of any Letter of Credit and for such purposes the drawer or beneficiary shall be deemed such Borrower’s agent. Each Loan Party assumes all risks for, and agrees to pay, all foreign, Federal, State, Provincial and local taxes, duties and levies relating to any goods subject to any Letter of Credit or any documents, drafts or acceptances thereunder. Each Loan Party hereby releases and holds Agent and Lenders harmless from and against any acts, waivers, errors, delays or omissions with respect to or relating to any Letter of Credit, except for the gross negligence or willful misconduct of Agent or any Lender as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. The provisions of this Section 2.2(f) shall survive the payment of Obligations and the termination of this Agreement.
Indemnification; Assumption of Risk. The Member hereby covenants and agrees to fully indemnify, defend, and hold the MGCC and its owners, officers, employees, and other agents, harmless from and against any and all liabilities, claims, actions, lawsuits, demands or damages incident to or arising out of acts or omissions of the Member, the Member’s family and the Member’s guests. Further, the Member covenants and agrees to hold the MGCC and its owners, officers, employees, and other agents, harmless from any and all damages to the Member’s person or property and the person and property of the Member’s family and guests arising out of or related to the use or occupancy of MGC facilities of any nature whatsoever.
Indemnification; Assumption of Risk. Tenant shall indemnify, defend and hold harmless Landlord and the Landlord Related Parties for, from and against any and all claims, liabilities, suits, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees, which may arise from Tenant’s use of the Premises or the conduct of Tenant’s business in or about the Development, or from any activity, work or thing done by Tenant in, upon or about the Premises, or from any incident conducted or occurring within the Premises or from any breach or default under the terms of this Lease by Tenant (collectively, “Claims”), except to the extent that such Claims arise out of the gross negligence or willful misconduct of Landlord and/or the Landlord Related Parties. If any action or proceeding is brought against Landlord or any other Landlord Related Parties, and such claim is a claim for, from or against which Tenant is obligated to indemnify Landlord or any other Landlord Related Party pursuant to this Section 14.1, Tenant, upon notice from Landlord, shall resist and defend such action or proceeding (by legal counsel reasonably satisfactory to Landlord). Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to or death of persons, in, upon or about the Premises from any cause, and Tenant hereby waives all claims against Landlord respecting any such damage, injury or death, unless caused by the gross negligence or willful misconduct of Landlord and/or the Landlord Related Parties. Landlord shall not be liable for loss of or damage to any property arising from any act, error or omission of any other tenant in the Development. The obligations and agreements of Tenant under this Section 14.1 shall survive termination of this Lease.
Indemnification; Assumption of Risk. BUYER ASSUMES ALL RISK, LIABILITY AND RESPONSIBILITY FOR ANY LOSS, DAMAGE, COST AND EXPENSE ARISING OUT OF OR RESULTING FROM THE HANDLING, USE, STORAGE, DISPOSAL OR APPLICATION OF THE GOODS DELIVERED HEREUNDER, AND THE CONTAINERS IN WHICH SUCH
Indemnification; Assumption of Risk. The GEIR shall indemnify, defend and hold harmless IIT and its trustees, directors, officers, agents and employees from and against any and all claims, damages, losses and expenses (including attorney’s fees) incurred to the extent such claims, damages, losses and expenses arise from or relate to the GEIR’s delivery of the Services or performance or non-performance of its obligations under this Agreement. Further, the GEIR agrees and acknowledges that it is undertaking to perform the Services called for under this Agreement at his or her own risk, which he/she freely and knowingly assumes, and the GEIR hereby releases and promises not to xxx IIT and its trustees, directors, officers, agents and employees for any damages or injury (including death) caused by or associated with the GEIR’s performance of the Services, except to the extent the same is caused by the gross negligence or willful misconduct of IIT, and its trustees, directors, officers, agents and employees.
Indemnification; Assumption of Risk. The Member hereby covenants and agrees to fully indemnify, defend, and hold UC its owners, officers, employees, and other agents, harmless from and against any and all liabilities, claims, actions, lawsuits, demands or damages incident to or arising out of acts or omissions of the Member or the Member’s K9 (whether during the Program (both on-site at UC or training that is offsite) or in the field). Further, the Member covenants and agrees to hold UC and its owners, officers, employees, and other agents, harmless from any and all damages to the Member’s person or property arising out of or related to the use or occupancy of UC services, facilities or property of any nature whatsoever not a result of UC’s negligence. Member understands that any use of the UC services, facilities and property by Member and Member’s K9 is done at their own risk, and UC, its owners, officers, employees, and other agents, are not liable for personal injury, theft, or loss of personal property not a result of UC’a negligence.
Indemnification; Assumption of Risk. Each party shall indemnify and hold harmless the other from any loss, damages, and costs, including reasonable attorneys and paralegal fees, which the indemnified party may incur as a result of the failure of persons exercising the easement granted to the other party herein to comply with the rules and regulations adopted for use of the property subject to such easement. Each person exercising the easement rights granted hereunder assumes all risk of personal injury, including death, and loss or damage to personal property, arising out of their use of the property subject to the easement and agrees that the Assembly, Club Owner and their respective owners, members, officers, trustees, directors, agents and employees, shall have no liability for, and further agrees to indemnify and hold each of the foregoing harmless from, any and all claims arising out of any such injury, loss or damage, unless and except to the extent that such injury, loss or damage is the direct result of the gross negligence or willful misconduct of the party to be held liable.
