Indemnification by LVT Sample Clauses

The "Indemnification by LVT" clause requires LVT to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to LVT. Typically, this means that if LVT's conduct, negligence, or breach of contract causes a third party to make a claim against the other party, LVT will cover the associated costs, such as legal fees or settlement amounts. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm resulting from LVT's actions, thereby promoting fairness and accountability in the contractual relationship.
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 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 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 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 ▇▇▇▇▇ ▇▇▇▇▇ agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by ▇▇▇▇▇ to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that ▇▇▇▇▇ has not furnished any information to the Fund for inclusion in the Prospectus.

  • Indemnification by ▇▇▇▇▇▇ The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by ▇▇▇▇▇▇▇ Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.20(e).

  • Indemnification by ▇▇▇▇▇▇▇▇ The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by ▇▇▇▇▇▇▇▇▇ The Custodian shall indemnify and hold harmless the Trust from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising directly or indirectly out of any action taken or omitted to be taken by an Indemnified Party as a result of the Indemnified Party’s refusal or failure to comply with the terms of this Agreement (or any sub-custody agreement), or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement (or any sub-custody agreement). This indemnity shall be a continuing obligation of the Custodian, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s trustees, officers and employees.