Indemnification by Sublessor Sample Clauses

Indemnification by Sublessor. Subject to the limitations on Sublessor's liabilities as specified in Section 24 below, Sublessor agrees, to the extent not expressly prohibited by law, to pay, and to protect, defend, indemnify and save harmless Sublessee and Sublessee's past, present and future employees, officers and agents (each an "Indemnified Party" and collectively, the "Indemnified Parties"), from and against any liabilities, losses, damages, costs or expenses (including, but not limited to, attorneys' fees and expenses) of any nature whatsoever which may be imposed upon, incurred by, or asserted against any Indemnified Party which result from Sublessor's breach of the Prime Lease (except to the extent such breach arises out of Sublessee's breach of this Sublease).
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Indemnification by Sublessor. Sublessor hereby indemnifies and covenants to save Sublessee harmless from and against any and all claims, liabilities or penalties asserted by or on behalf of any person, firm, corporation or public authority regarding any injury to person, or loss of or damage to property, arising from or related to the act, omission, fault, negligence or misconduct of Sublessor, its servants, agents, employees or invitees (provided, however, that nothing in this Section shall require Sublessor to indemnify Sublessee from any claims, liabilities or penalties arising out of any negligent acts or omissions of, or misconduct by, Sublessee or any of Sublessee's servants, agents, employees or invitees on the Premises or in the Building, provided further, however, that for purposes of this limitation on Sublessor's indemnification obligations, neither Sublessor nor its servants, agents, employees or invitees shall be deemed to constitute Sublessee's agents or invitees by virtue of the Technology Agreement or otherwise) and, with respect to any of the foregoing, from and against all costs, expenses (including, without limitation, reasonable attorneys' fees) and liabilities incurred in connection with any such claim, or any action or proceeding brought thereon. If any action or proceeding is brought against Sublessee based on any such claim, Sublessor, upon notice from Sublessee, shall at Sublessor's sole cost and expense resist or defend such action or proceeding, and employ counsel therefor reasonably satisfactory to Sublessee. The foregoing indemnification shall survive termination of this Sublease.
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Indemnification by Sublessor. Except for Sublessee’s negligence or willful misconduct, Sublessor shall and hereby does protect, indemnify, defend and hold any and all of the Sublessee, the Prime Lessor and the respective members, partners, officers, directors, employees and agents of both the Sublessee and the Prime Lessor from and against any and all liabilities, losses, damages (actual, but not incidental, consequential or punitive), claims, suits, causes of action, settlements, judgments, costs and expenses (including, without limitation, attorneys’ reasonable fees and costs) arising from, in connection with, or relating to: (a) any injury to, or death of, any person, or damage to, or destruction of, any property, on or about the Subleased Premises or the Property caused by any or all of Sublessor or its agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns; (b) any negligent act or omission of (including, without limitation, any breach of, or default under, this Sublease or the Prime Lease by) any or all of Sublessor or its agents, employees, contractors, invitees, subtenants, licensees, concessionaires or assigns; or (c) any default of Sublessor hereunder or under the Prime Lease.
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Indemnification by Sublessor. Sublessor agrees to ---------------------------- indemnify and hold harmless the Tribal Corporation and its directors, officers, agents and employees, against any and all claims of or losses, damages or liability to third parties to which the Tribal Corporation and its directors, officers, agents and employees, may become subject under any law as a result of the gross negligence or willful misconduct of the directors, officers, agents or employees of the Sublessor, and to reimburse the Tribal Corporation and its directors, officers, agents and employees, for any out-of-pocket legal and other expenses (including reasonable attorneys' fees) incurred by the Tribal Corporation and its directors, officers, agents and employees, in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions relating thereto. The Tribal Corporation agrees, at the request and reasonable expense of the Sublessor, to cooperate in the making of any investigation in defense of any such claim and promptly to assert any or all of the rights and privileges and defenses which may be available to the Tribal Corporation. Sublessor further releases and agrees to hold harmless the Tribal Corporation and its directors, officers, agents and employees, from any claims of or losses, damages or liability to third parties arising out of any covenant, representation or warranty of the Sublessor contained in this Agreement or the other Transaction Documents. The provisions of this Section shall survive the termination of this Agreement and the other Transaction Documents.
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Indemnification by Sublessor. Sublessor agrees to indemnify and hold harmless Subtenant from and against all demands, claims, causes of action, lines, penalties. damages and expenses (including without limitation, reasonable attorneys' fees and disbursements) arising out of Sublessor's gross negligence or wilful misconduct.
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Indemnification by Sublessor. Sublessor shall indemnify, defend and hold harmless the Sublessee and its affiliates, and any of their respective directors, officers, employees, subcontractors and agents from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorney's fees) arising out of or in connection with any property damage or personal injury (including without limitation death) of third parties solely to the extent such property damages or personal injuries of third parties occur after the Termination Date.
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Indemnification by Sublessor. Sublessor shall indemnify, defend with counsel reasonably acceptable to Sublessee, and hold Sublessee, and its officers, directors, employees and agents, harmless from and against any and all Claims arising, claimed or incurred against or by Sublessee or its officers, directors, employees or agents, from any matter or thing arising from any breach or default in the performance of any obligation on Sublessor's part to be performed under the terms of this Sublease or the Master Lease. Sublessor shall have no obligation to indemnify, defend and hold Sublessee harmless from and against any Claims resulting solely from Sublessee's breach of this Sublease or from the negligence or willful misconduct of Sublessee. Notwithstanding any provision hereof to the contrary, the indemnification provided in this Section shall survive a termination of this Sublease or expiration of the term hereof.
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Indemnification by Sublessor. Sublessor agrees that it will ---------------------------- indemnify and hold Sublessee, and its successors in interest hereunder, harmless from and against any loss, cost, expense, damage (including consequential or incidental damage), penalty or liability which Sublessee does incur as a result of or arising from
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Indemnification by Sublessor. Sublessor agrees to comply with all of its obligations under the Xxxxx Lease, including the payment of all rent and other monetary obligations thereunder, and agrees to indemnify and hold Sublessee harmless from any loss or damage by reason of Sublessor's default under the Xxxxx Lease.
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Related to Indemnification by Sublessor

  • Indemnification by Tenant Except to the extent caused by the sole negligence, gross negligence or willful misconduct of any of the Indemnified Landlord Parties, Tenant shall defend, indemnify and save harmless Landlord and Landlord’s trustees, and their respective officers, managers, agents directors, employees, subsidiaries, affiliates, successors and assigns (collectively, the “Indemnified Landlord Parties”) against all costs (including reasonable attorneys’ fees, charges and disbursements), damages, liabilities, losses, suits or claims (collectively, “Claims”), for bodily or personal injury or property damage occurring during the Term on the Property caused by Tenant or its officers, managers, agents, directors, subsidiaries, affiliates, successors, assigns, invitees, visitors or contractors, and shall, at its own expense, defend, indemnify and save harmless Landlord and the other Indemnified Landlord Parties against all Claims brought against Landlord and/or the other Indemnified Landlord Parties, for which Tenant is responsible for indemnification hereunder, and if Tenant fails to do so, Landlord or any Indemnified Landlord Party (at its option, but without being obligated to do so) may, at the reasonable cost and expense to Tenant and upon notice to Tenant in the manner set forth in Section 18, defend such Claims and Tenant shall pay and discharge any and all judgments, costs, liabilities, losses, and expenses, including reasonable attorneys’ fees, charges and disbursements, that arise therefrom. In no event shall Tenant be liable to Landlord or any Indemnified Landlord Party under this Lease or at law or in equity for punitive damages.

  • Indemnification by Lessee Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.

  • 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 Landlord Landlord shall protect, defend, indemnify and hold Tenant, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent arising out of or relating to any act, omission, negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors. Nothing contained in this Section 8.03 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.03, the provisions of Section 8.06 shall prevail. This Section 8.03 shall survive the expiration or earlier termination of this Lease.

  • 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.

  • 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 SpinCo Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

  • 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 Xxxxx Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

  • 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.

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