Indemnification by Authority Sample Clauses

Indemnification by Authority. Authority covenants and agrees to indemnify, protect, defend, and hold the Developer Indemnified Parties (which shall also include any Component Entity which has executed a Component Lease and Component Agreement) harmless from and against all direct and actual (but not arising out of the negligence or misconduct of the Developer or any Developer Indemnified Party), liability, losses, damages, demands, costs, claims, actions or expenses (including attorneys’ fees and court costs) arising out of, directly resulting from the Franchise Team Agreements (each, a “Team Indemnified Claim”); provided however that a Team Indemnified Claim shall in no event include any loss, cost, damage, expense or claim arising from the failure of any Developer Indemnified Party to comply with the Approved Master Plan or any scope of work approved by the Authority pursuant to the Project Agreements or (b) any claim that would otherwise constitute a Team Indemnified Claim following the Developer or any Component Entity (but only as to such Component) entering into a cooperation agreement or other written arrangement pursuant to which a Sports Complex Tenant agrees to cooperate with the development of the Project.
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Indemnification by Authority. 27 6.02 Indemnification by Purchaser and Strategic Purchaser...............27 6.03
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Indemnification by Authority. The Authority agrees to indemnify, defend and hold Strategic Purchaser, Purchaser and the Minority Shareholder (the "Purchaser Indemnitees") harmless from and after each Closing Date from and against any and all loss (other than loss of profit or consequential damages suffered by the Purchaser Indemnitees), cost, liability, damage and expenses (including reasonable attorneys fees and other expenses incident thereto) (the "Adverse Consequences") resulting from breach of the Authority's representations, warranties, covenants and agreements contained in this Agreement; provided, that, the Authority's liability hereunder shall in no event exceed $40,000,000. Nothing herein shall preclude Purchaser from seeking specific performance or other equitable remedies hereunder.
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Indemnification by Authority. The Authority shall indemnify and hold the Manager harmless from any and all claims, costs, damages and liabilities, including reasonable attorneys fees and expenses ("Loss"), as and when incurred by reason of or arising out of (i) any and all debts, liabilities or obligations, whether direct or contingent, of any party relating to Marine World, existing on, or arising out of the operation or ownership of Marine World prior to, the commencement of Manager's services hereunder or (ii) the performance by the Manager of its duties and responsibilities hereunder or its status as "manager" of Marine World, except for those arising out of: (a) the negligence or willful misconduct of the Manager or its officers, directors, agents or employees; or (b) a breach by the Manager or its employees, agents, subcontractors or assigns of its duties or obligations hereunder. 7.2
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Indemnification by Authority. 67 10.02 Indemnification for Purchaser's Breach................................68 10.03
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Indemnification by Authority. Subject to Section 10.12 below, the Authority agrees to indemnify, defend and hold 67 73 Strategic Purchaser, Purchaser and the Affiliated Group (the "Purchaser Indemnitees") harmless, from and after the Closing Date, from and against any and all loss (other than loss of profit or incidental, special or consequential damages suffered by the Affiliated Group or the Purchaser Indemnitees), cost, liability, damage and expenses (including reasonable attorneys fees and other expenses incident thereto) (the "Adverse Consequences"): (i) resulting from breach of the Authority's representations, warranties, covenants and agreements contained in this Agreement; provided, however, that any claim for a breach of a representation or warranty shall have been made prior to the expiration date thereof, if any, determined in accordance with Section 12.01 hereof; (ii) resulting from or relating to the matters which are the subject of the cases or claims listed in Section 10.01(ii) of the Disclosure Schedule; (iii) resulting from or relating to the claims or matters described in Section 10.01(iii) of the Disclosure Schedule; and (iv) resulting or relating to the claims or matters described in Section 10.01(iv) of the Disclosure Schedule. The Authority agrees to indemnify, defend and hold Popular, Inc. harmless, from and after the Closing Date, from and against any and all Adverse Consequences resulting from a breach of the Authority's representations, warranties, covenants and agreements contained in Article II of this Agreement with respect to Popular, Inc.'s purchase of Shares pursuant to Section 6.05(a) hereof.
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Indemnification by Authority. To the extent permitted by applicable law, Authority releases, discharges, holds harmless and, to the fullest extent permitted by law, will indemnify and defend League and its Successors and Affiliates as defined in Article 12, members, managers, partners, officers, directors, shareholders, agents and employees, from and against any and all Claims resulting from (a) personal injury or death or damage to or loss of property arising out of or resulting in whole or in part from the negligence or willful misconduct of Authority or any of the Authority Indemnity Parties, or (b) in the event of a determination of Authority’s breach of this Agreement, in each case subject to the mutual waiver of subrogation in this Agreement. Authority’s indemnification obligations hereunder shall not apply to the extent such damage or injury results from the negligence or willful misconduct of League or any of League’s Invitees (other than any fans or spectators). Nothing herein shall be deemed a waiver of the sovereign immunity provisions of F.S. Section 768.28.
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Indemnification by Authority. The Authority shall defend, indemnify and hold harmless the District and other District Parties from and against all claims, suits, actions, losses and liability of every kind, nature and description, including but not limited to claims and fines of regulatory agencies, to the extent caused by the negligence, gross negligence or intentional misconduct of the Authority or other Authority Parties, or any deficiencies in any of the Water Systems not caused by the District Parties.
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Indemnification by Authority. The Authority shall indemnify, defend, protect and hold the City and the City’s officers, directors, employees, agents, and legal representatives harmless from all liability, loss, damage, cost, or expense (including, without limitation reasonable attorneys’ fees and expenses, whether incurred at the trial, pretrial, or appellate level) arising from or relating to the use, maintenance, condition or management of the Water Enterprise from and after the Term of this Agreement (collectively “liabilities”), except those liabilities arising from the City’s or the City’s employees’ willful or criminal misconduct, negligence or fraud. The City will notify the Authority of such action, suit, or proceeding, and the Authority may, and upon the City’s request shall, at the Authority’s expense, defend such action, suit, or proceeding, or cause the same to be defended by counsel designated by the City.
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Related to Indemnification by Authority

  • Indemnification by Adviser The Adviser shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Adviser’s bad faith, fraud, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement; provided, however, that the Adviser shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Adviser.

  • Indemnification by Acquiror Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him arising out of or resulting from:

  • INDEMNIFICATION BY ADVISOR The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, misfeasance, intentional misconduct, negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

  • Indemnification by Parent Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Manager The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the Shares and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.

  • Indemnification by Sellers Each Seller (each an “Indemnifying Party”) agrees to jointly and severally, indemnify and hold harmless Purchaser from and against any Share Purchase Agreement and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and reasonable expenses, and expenses of investigation and defense (hereinafter individually a “Loss” and collectively “Losses”) incurred by Purchaser, its Parent and their respective officers, directors, employees, affiliates and agents (“Purchaser Indemnitees”) directly or indirectly (including, after the First Closing, by the Company) as a result of (i) any inaccuracy or breach of a representation or warranty of the Company or a Seller contained herein, in the Disclosure Schedule or in any agreements, Schedules or Exhibits or other ancillary documents delivered pursuant to this Agreement for the period such representation or warranty survives pursuant to Section 8.1(a), (ii) any failure by the Company or any Seller to perform or comply with any covenant contained herein, and (iii) any cash paid by Purchaser to holders of Company Shares in excess of what such Shareholder of the Company would be entitled to receive hereunder. The Sellers acknowledge that Purchaser entered into this Agreement because it believed the truth of the Company’s and the Sellers’ representations and warranties, thus such Losses, if any, would relate to unresolved contingencies existing at the First Closing, which if resolved at or before the First Closing would have led to a reduction in the Total Consideration. The remedies provided in this Section 8.2 will not be exclusive of or limit any other remedies that may be available to Purchaser.

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification by Dalmore Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

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