INDEMNIFICATION FOR DAMAGES. LICENSEE shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of this Agreement shall include, without limitation, its officers, agents, employees, and volunteers) from and against any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it for injury to or death of persons or damage to property as a result of, arising out of, or in any manner connected with
INDEMNIFICATION FOR DAMAGES. The Company Stockholders, the Qualifying Option Holders and the Bonus Pool Recipients and, if and only if this Agreement has been terminated prior to the Closing, the Company, agree to severally, but not jointly, indemnify, defend and hold harmless Parent and the Surviving Corporation and each of their respective affiliates, and each of their respective directors, officers, managers, members, partners, stockholders, subsidiaries, employees, successors, heirs, assigns, agents and representatives (each a “Parent Indemnified Person”) from and against and be liable for any and all Damages related to or arising out of, caused by or resulting from, directly or indirectly, the following:
(i) any breach or inaccuracy of any representation or warranty made in this Agreement or any other Transaction Document by the Company or any Principal Stockholder, including the failure of a representation or warranty made by the Company or any Principal Stockholder herein or in any other Transaction Document to be true at the Closing as if given at the Closing;
(ii) any breach or nonperformance of any agreement, covenant or obligation in any Transaction Document to be performed by the Company on or before the Closing or by any Principal Stockholder on, before or after the Closing;
(iii) any Transaction Expenses or any Company Debt, whether paid by the Company or not, to the extent that such Transaction Expense or Company Debt has not already been deducted in the determination of the Adjusted Consideration;
(iv) any errors, omissions or inaccuracies in the Closing Consideration Statement or the elements thereof;
(v) any Taxes that are unpaid as of the Closing Date (but excluding any Taxes of the Company that arise out of or relate to any Section 338(h)(10) Election) and that (A) are imposed on the Company with respect to any Pre-Closing Tax Period or Pre-Closing Straddle Period or (B) arise out of or relate to the Merger, including any employment Taxes imposed with respect to the payment of a portion of the Adjusted Consideration and the Earnout Payments, if any, to the Qualifying Option Holders and Bonus Pool Recipients;
(vi) any Dissenting Share Payments; and
(vii) the matters described on Schedule 10.1.
INDEMNIFICATION FOR DAMAGES. TAXES AND CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of paragraphs 5 and 6 shall include, without limitation, its officers, agents, employees and volunteers) from and against:
A. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the CONTRACTOR'S performance under the terms of this Agreement, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the or of CONTRACTOR and third persons.
B. Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees and agents engaged in the performance of this Agreement (including, without limitation, unemployment insurance, social security and payroll tax withholding).
INDEMNIFICATION FOR DAMAGES. To the fullest extent permitted by applicable law, CITIES and COUNTY shall exonerate, indemnify, defend, and hold harmless one another (including, without limitation, its officers, agents, employees andvolunteers) from and against any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which any party to this Agreement may sustain or incur or which may be imposed upon it as a result of, arising out of, or in any manner connected with this Agreement, excepting any liability arising out of the sole negligence of an indemnifying party. Such indemnification includes any damage to the person(s), or property(ies) of any party to this Agreement and third persons.
INDEMNIFICATION FOR DAMAGES. A. Neither COUNTY nor any officer or employee thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by CONTRACTOR under or in connection with any work, authority or jurisdiction delegated to CONTRACTOR under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, CONTRACTOR shall defend, indemnify and save harmless COUNTY from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CONTRACTOR under or in connection with any work, authority or jurisdiction delegated to CONTRACTOR under his Agreement.
B. Neither CONTRACTOR nor any officer or employee thereof is responsible for any damage or liability occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, COUNTY shall defend, indemnify and save harmless CONTRACTOR from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY under or in connection with any work, authority or jurisdiction delegated to COUNTY under his Agreement.
INDEMNIFICATION FOR DAMAGES. TAXES AND CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of paragraphs 5 and 6 shall include, without limitation, its officers, agents, employees and volunteers) from and against:
A. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with, or caused, or claimed to be caused, by the misconduct or negligent acts, errors or omissions of the CONTRACTOR, and its agents, officers, or employees in performing the work or services herein, and all expenses of investigating and defending against same; provided, however that the CONTRACTORS duty to and hold harmless shall not include any or liability arising from the established sole active negligence or willful misconduct of the COUNTY, its agents, officers, or employees.
B. Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees and agents engaged in the performance of this Agreement (including, without limitation, unemployment insurance, social security and payroll tax withholding).
INDEMNIFICATION FOR DAMAGES. 15.1 The Customer shall be entitled to indemnification for damages arising from delays in delivery or performance, or defective delivery or performance, solely in the event of deliberate and intentional action or gross negligence. In the case of gross negligence, the indemnity shall be limited to the damage that we have provenly caused to goods delivered by us. We shall in no case, except where our action was deliberate and intentional, be liable for consequential damages of any kind whatsoever - in particular, loss of profits. Claims for damages shall be subject to a term of limitation, namely, six months from the point in time at which the Customer becomes aware of the damage; and where he is not aware of the damage, twelve months from the date of delivery.
INDEMNIFICATION FOR DAMAGES. 2 1.4 Definition of Proceeding.................................................. 2 1.5
INDEMNIFICATION FOR DAMAGES. If Indemnitee was or is made a party, or is threatened to be made a party to, or is otherwise involved (including, without limitation, as a witness) in any Proceeding (as defined below), the Company shall hold harmless and indemnify Indemnitee from and against any and all losses, claims, damages (compensatory, exemplary, punitive or otherwise), liabilities and expenses (including, but not limited to, attorneys' fees, costs, judgments, fines, ERISA excise taxes or penalties, amounts paid in settlement and other expenses incurred in connection with such Proceeding) (collectively, "DAMAGES").
INDEMNIFICATION FOR DAMAGES. TAXES AND shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of paragraphs 5 and 6 shall include, without limitation, its agents, employees and volunteers) from and against:
A. Any and claims, demands, losses, damages, defense or of any kind or nature which COUNTY may sustain or incur or which may be imposed it for injury to or death of persons, or damage to property as a result of, arising out of, in any manner connected with the CONTRACTOR’S performance under the terms of this Agreement, excepting any arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the person(s), or of CONTRACTOR and third persons.
