Indemnification by LVT Sample Clauses

Indemnification by LVT. LVT shall defend, indemnify, and hold harmless Customer from and against any and all claims and demands, and all related losses, damages, liabilities, judgments, awards, suits, costs, and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Customer Claim”) to the extent arising from bodily injury, death, or damage to real or tangible property directly caused by the gross negligence or willful misconduct of LVT or its employees or agents occurring while performing the Services for Customer under this Agreement while present at Customer’s location(s) where such Services are provided by LVT to Customer under this Agreement. Notwithstanding the foregoing, LVT’s obligations and liabilities provided for in this Section shall not apply to any Customer Claim arising from or in connection with any negligence or misconduct of Customer, its employees, or agents, or of any other individuals who are not LVT employees or agents providing the Services to Customer under this Agreement. LVT’s obligations and liabilities provided for in this Section are conditioned upon and subject to Customer: (i) promptly notifying LVT of the relevant Customer Claim in writing; (ii) tendering to LVT the sole and exclusive right to defend or settle such Customer Claim; and (iii) fully cooperating with LVT in LVT’s defense or settlement of such Customer Claim at LVT’s sole cost and expense. Customer shall not enter into any settlement of any Customer Claim without LVT’s express prior written approval.
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Indemnification by LVT. LVT assumes sole and full responsibility for the acts of all of its personnel, workers, subcontractors and their personnel who perform the Services and installation and shall indemnify and save harmless Customer, Customer’s affiliates, and their successors, officers, directors and employees (“Customer Indemnitees”) from any and all claims, and all losses, damages, liabilities, judgments, awards, claims, suits cost and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Damages”), with respect to any and all third party claims of bodily injury, including death, or real or tangible property damage to the extent caused by any negligent act or omission on the part of LVT or its employees or agents performing Services and installation while on Customer’s property, including but not limited to any Damages resulting from breach of any duty or theft of material or services by any such person, provided however, that LVT’s obligation to indemnify shall not apply to any Damages to the extent caused by the willful misconduct or negligence of Customer or of other individuals not LVT workers or employees. LVT’s indemnification obligations under this section are conditioned upon Customer: (i) promptly notifying LVT of any claim in writing; (ii) cooperating with LVT in the defense of the claim at the LVT’s sole cost and expense; provided any settlement that would impose any monetary or injunctive obligation upon Customer shall be subject to Customer’s prior written approval.
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Indemnification by LVT. LVT assumes sole and full responsibility for the acts of all of its personnel, workers, subcontractors and their personnel who perform the Services and installation while performing
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Indemnification by LVT. LVT assumes sole and full responsibility for the acts of all of its personnel, workers, subcontractors and their personnel who perform the Services and installation while performing duties on behalf of LVT and shall indemnify and save harmless Customer, Customer’s affiliates, and their successors, officers, directors and employees (“Customer Indemnitees”) from any and all claims, and all losses, damages, liabilities, judgments, awards, claims, suits cost and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Damages”), with respect to any and all third party claims of bodily injury, including death, or real or tangible property damage to the extent directly caused by any negligent act or omission on the part of LVT or its employees or agents performing Services and installation while on Customer’s property, including but not limited to any Damages resulting from breach of any duty or theft of material or services by any such person, provided however, that LVT’s obligation to indemnify shall not apply to any Damages to the extent caused by the willful misconduct or negligence of Customer or of other individuals not LVT workers or employees. LVT’s indemnification obligations under this section are conditioned upon Customer: (i) promptly notifying LVT of any claim in writing; (ii) cooperating with LVT in the defense of the claim at LVT’s sole cost and expense; provided any settlement that would impose any monetary or injunctive obligation upon Customer shall be subject to Customer’s prior written approval.
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Related to Indemnification by LVT

  • Indemnification by You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the “Indemnified Parties” and individually the “Indemnified Party” for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, “Losses”), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and 7.1.1.1 arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in a Disclosure Document for the Contracts or in the Contracts themselves or in sales literature generated or approved by you on behalf of the Contracts or Accounts (or any amendment or supplement to any of the foregoing) (collectively, “Company Documents” for the purposes of this Section 7), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and was accurately derived from written information furnished to you by or on behalf of the Trust for use in Company Documents or otherwise for use in connection with the sale of the Contracts or Trust shares; or 7.1.1.2 arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Trust Documents as defined below in Section 7.2) or wrongful conduct of you or persons under your control, with respect to the sale or acquisition of the Contracts or Trust shares; or 7.1.1.3 arise out of or result from any untrue statement or alleged untrue statement of a material fact contained in Trust Documents as defined below in Section 7.2 or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon and accurately derived from written information furnished to the Trust by or on behalf of you; or 7.1.1.4 arise out of or result from any failure by you to provide the services or furnish the materials required under the terms of this Agreement; 7.1.1.5 arise out of or result from any material breach of any representation and/or warranty made by you in this Agreement or arise out of or result from any other material breach of this Agreement by you; or 7.1.1.6 arise out of or result from a Contract failing to be considered a life insurance policy or an annuity Contract, whichever is appropriate, under applicable provisions of the Code thereby depriving the Trust of its compliance with Section 817(h) of the Code. 7.1.2 You shall not be liable under this indemnification provision with respect to any Losses to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party’s duties or by reason of such Indemnified Party’s reckless disregard of obligations and duties under this Agreement or to the Trust or Underwriter, whichever is applicable. You shall also not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified you in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify you of any such claim shall not relieve you from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, you shall be entitled to participate, at your own expense, in the defense of such action. Unless the Indemnified Party releases you from any further obligations under this Section 7.1, you also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from you to such party of your election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and you will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation. 7.1.3 The Indemnified Parties will promptly notify you of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Trust shares or the Contracts or the operation of the Trust.

  • Indemnification by Xxxxxx Xxxxxx agrees to indemnify and hold ------------------------- harmless RTI, each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall Xxxxxx'x cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-

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