Indemnification Indemnification. Whether or not the transactions contemplated hereby are consummated, the Lenders agree, severally but not jointly and subject to the provisions of Section 11.06(h), to indemnify the Agent and the Collateral Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitments (or if the Commitments have expired or been terminated, in accordance with the respective principal amounts of outstanding Loans of the Lenders), from and against any and all Indemnified Liabilities which may at any time (including without limitation at any time following payment in full of the Obligations) be imposed on, incurred by or asserted against the Agent or the Collateral Agent in each of their respective capacities as such in any way relating to or arising out of this Agreement or the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent or Collateral Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment to the Agent or Collateral Agent of any portion of such Indemnified Liabilities resulting from such Person’s gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. If any indemnity furnished to the Agent or Collateral Agent for any purpose shall, in the opinion of the Agent or Collateral Agent, as the case may be, be insufficient or become impaired, each of the Agent or Collateral Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. Without limitation of the foregoing, each Lender shall reimburse each of the Agent and Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including fees and disbursements of counsel) incurred by each of the Agent and Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to ...
Indemnification Indemnification. 55 Exclusivity .........................................................................................................................57 AS-IS Sale; Waiver of Warranties .....................................................................................58
Indemnification Indemnification. To the extent permitted by law, XXXXXX agrees to indemnify, save and hold harmless, LANDLORD from any and all direct cost, claims, damages, expenses, loss, or causes of action which arise out of this Lease as a result of the negligent or unintentional acts of the Parties. Nothing in this Lease shall be construed to be an admission or fault or liability, and nothing herein shall limit the defenses and immunities legally available to each party. Neither party shall be considered to be the agent or representative of the other party.
Indemnification Indemnification. By Seller . Seller shall indemnify , defend and hold harmless Purchaser and its directors, officers , employees and shareholders, from , against and in respect of any and all claims, suits , actions , proceedings , damages , costs , liabilities , losses, judgments , penalties , fines , expenses or other costs , 6 j/t, - based upon such representations warranties , covenants or obligations . Non - Exclusive Remedy . The indemnification provisions in this Art i cle 8 are in addition to any and all other remedies of the parties hereto available under applicable law with respect to the breach of any represen tation , warranty , covenant or agreement of the other party hereto . ARTICLE 9 - GENERAL PROVISIONS Material Adverse Effect . For purposes of this Agreement , a " Material Adverse Effect " shall mean : ( 1 ) with respect to the Purchased Assets , a material adverse effect on the Purchased Assets , the operations or financial condition of the assets or on Seller ' s ability to consummate the transactions contemplated by this Agreement ; and ( 2 ) with respect to the Purchaser the financial condition of the Purchaser , Purchaser ' s ability to consummate the transactions contemplated by this Agreement ; and the existence of any accrued or contingent liabilities not disclosed to the Seller in this Agreement . Seller ' s Knowledge . Where a representation or warranty is stated to be based on or to the knowledge of the Seller , such phrase or words of similar import shall refer solely to the actual knowledge, after due inquiry , of Xxxxx Xxxxxx and Xxxxxxx Xxxxx , Sellers Managing Director , as of the date of this Agreement . Headings . The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement Severability . If any provision of this Agreement , or the apptication thereof to any person , place or circumstance , shall be held by a court of competent jurisdiction to be illeg al , inva lid , unenforceable or void , then such provision shall be enforced to the extent that it is not illegal , invalid , unenforceable or void , and the remainder of this Agreement , as well as such provision as applied to other persons , places or circumstances shall remain in full force and effect . Waiver . With regard to any power , remedy or right provided in this Agreement or otherwise available to any party , (a) no waiver or extension of time shall be effective unless expressly contain...
Indemnification Indemnification. Indemnification Indemnification. ------- ---------------
Indemnification Indemnification. The Principals shall indemnify the Surviving Corporation, Parent, the Buyer, their successors and assigns, and the officers, directors, affiliates, employees, controlling persons and agents of the foregoing (collectively, the "Buyer Indemnified Persons"), and hold each of them harmless against and in respect of any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and
Indemnification Indemnification. If a third party claims that the Product infringes any U.S. patent, copyright, or trade secret, Gurobi will (as long as You are not in default under this Agreement or any other agreement with Gurobi) defend and indemnify You against such claim at Gurobi’s expense and pay all damages that a court finally awards, including reasonable attorneys’ fees, provided that You promptly notify Gurobi in writing of the claim, allow Gurobi to control the defense of such claim, and cooperate with Gurobi in the defense or any related settlement negotiations. Gurobi shall have sole discretion with regard to matters of settlement of any infringement claim so long as the settlement does not adversely affect You, or require You to affirmatively take or to refrain from taking some action.
Indemnification Indemnification. Independent Service Professional shall defend, indemnify and hold harmless Filthy Pro 1 LLC and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Independent Service Professionals acts or omissions; and (b) Service Professionals breach of any representation, warranty, or obligation under this Agreement. The services that Independent Service Professional provides pursuant this Agreement are fully and entirely inactions of a Service Requester or other third party in relation to the services provided by the Independent Service Professional. Independent Service Professional understands, therefore, that by using the Filthy Pro Service Fusion Platform, Independent Service Professional will be introduced to a third party in relation to whom Filthy Pro 1 LLC has not conducted any background or reference checking that may be potentially dangerous, and that Service Professional uses the Filthy Pro; Service Fusion Platform at his/her own risk. Please initial and date here that you have read and understood the above information and agree to the policy as listed above in section 3. INITIAL______________ DATE_________________
Indemnification Indemnification
