Indemnification Damages. Seller will indemnify and hold harmless HSY and its agents, employees, officers, directors, subsidiaries, affiliates, successors and assigns from and against all liens, claims (including third party claims), encumbrances, demands, losses, attorneys’ fees, penalties and/or fines (“Claims”), arising out of or resulting from Seller’s performance of the work, use of HSY owned property or equipment, breach of the Warranties, work done on HSY’s premises or Seller’s negligence or misconduct. This obligation will not extend to Claims to the extent caused by HSY’s gross negligence or willful misconduct. Seller will be responsible for all damages and expenses (without prejudice to HSY's rights of repudiation in relation to the same) to HSY that result from Seller’s breach of any term or warranty in this document or any Order including Seller’s failure to produce Goods according to HSY’s Orders and Specifications. Such damages will include, without limitation, any expenses or increased costs of alternative products, business interruption losses (i.e., lost profits based upon inability to fulfill customer demand) which is hereby agreed between the parties to be a foreseeable loss and resulting directly out of the breach by Seller, and all other direct and consequential damages. Seller will also be responsible for HSY’s costs of any Goods which cannot be utilized and other expenses directly resulting from capacity conflicts or limitations not identified to HSY in time to prevent such losses.
Indemnification Damages. Seller shall indemnify, hold harmless and at Xxxxx’s request by counsel reasonably satisfactory to Buyer, defend Buyer and its officers, directors, shareholders, customers, agents and employees, against any and all liabilities, claims, losses, damages, fines, penalties, costs and expenses, including, without limitation, attorneys. fees and costs, arising from or related to (a) any breach of a representation or warranty by Seller contained in this Agreement, (b) failure to observe any covenant of Seller contained in this Agreement, (c) or otherwise caused by the Goods or by any act or omission of Seller, its employees, representatives or agents,
Indemnification Damages. The Party providing Dedicated Employees shall indemnify the other Party and its Affiliates against all claims, losses, damages, or liabilities for personal injury, death or property damage, including related attorney's fees and expenses of any kind whatsoever, to the extent incurred by reason of or to the extent arising out of any acts or omissions of the Alliance Manager or any Dedicated Employee employed by such Party on or off the premises of the other Party.
Indemnification Damages. (a) By Program Originator. Program Originator shall indemnify, defend and hold harmless Service Provider and each officer, director, employee, insurer, successor, and assign thereof against any and all losses, claims, damages, liabilities, costs and expenses (including costs of defense of every kind whatsoever and the aggregate amount in reasonable settlement of any action, suit, proceeding or claim) which Service Provider may incur or for which Service Provider may become liable on account of any claim, action or proceeding brought against Service Provider claiming damages under any law, common law or otherwise, to the extent that such claims, actions or proceedings, whether in whole or in part, arise or are alleged to arise out of or by reason of or in connection with, directly or indirectly, any action or failure to act on the part of Program Originator, its employees or agents.
Indemnification Damages. A. Lessor hereby rents to Lessee the portion of the Pavilion (the “Facility”) for the date and period, all as specified on Lessee’s Rental Permit. The deposit charge and rental fee must be paid when Lessee reserves the use. The optional indoor restroom facility (custodial) fee must be paid at least 30 days before the scheduled use.
Indemnification Damages. Seller will indemnify and hold harmless HSY and its agents, employees, officers, directors, subsidiaries, affiliates, successors and assigns from and against all liens, claims (including third party claims), encumbrances, demands, losses, attorneys' fees ("Claims"), arising out of or resulting from Seller's performance of the work, use of HSY owned property or equipment, breach of the Warranties, work done on HSY's premises or Seller's negligence or misconduct. This obligation will not extend to Claims to the extent caused by HSY's gross negligence or willful misconduct. Seller will be responsible for all damages expenses to HSY that result from Seller's breach of any term or warranty in this document or any Order including Seller's failure to produce Products according to HSY's Orders and Specifications. Such damages will include, without limitation, any expenses or increased costs of alternative products, business interruption losses (i.e., lost profits based upon inability to fulfill customer demand), and all other direct and consequential damages. Seller will also be responsible for HSY's costs of any Products which cannot be utilized and other expenses directly resulting from capacity conflicts or limitations not identified to HSY in time to prevent such losses.
Indemnification Damages. Customer releases, indemnifies, defends, and holds Surner, its officers, directors, employees, authorized representatives, successors and assigns harmless from any and all demands, claims, liability, expenses and damages (“Claims”) resulting from or caused by action or inaction which affects the proper function of the Equipment, unauthorized contact, use or servicing of the Equipment. Surner will not be responsible for any damages, claims, liability, losses or expenses resulting from the exhaustion of Customer’s propane supply nor for any injuries to persons, damage to property or loss due to the negligence by Customer, its employees or assigns, Customer agrees to provide said indemnification and defense within ten (10) days of Surner’s written notice to Customer of such Claim. This provision will survive termination or cancellation of this Agreement.
Indemnification Damages. X. Xxxxxx hereby rents to Lessee the portion of the Memorial/Xxxxxxx Shelter House (the "Facility") for the date and period, all as specified on Lessee's Rental Permit. The deposit charge must be paid when Lessee reserves the use. The rental fee must be paid 14 days before the scheduled use.
Indemnification Damages. Section I.91.
Indemnification Damages. The Escrow Property shall be held by the ----------------------- Escrow Agent for the purpose of securing the payment or satisfaction made by the Principal Stockholder and the Executive of their indemnification obligations in Article IX of the Merger Agreement in respect of the indemnifiable Losses (as defined therein.) The indemnifiable Losses (if any) which Paladyne (and its directors, officers, employees, Affiliates other than the Principal Stockholder or the Executive to the extent they may be deemed Affiliates of Paladyne, successors, assigns and Representatives) (collectively, the "Indemnitees") may ----------- suffer or incur shall be hereinafter referred to collectively as "Liabilities."
