Indemnification Liabilities. The term “Indemnification Liabilities” is defined in Section 23 of this Settlement Agreement.
Indemnification Liabilities. Section 11.01 Indemnification 40 Section 11.02 Limitations on Liability 41 Section 11.03 Limitation on Damages 41 Section 11.04 Equitable Remedies 41 Section 11.05 Cumulative Remedies 41 Section 12.01 Information Reporting 41 Section 12.02 Confidentiality 42 Section 12.03 Nondisclosure of Dealer and Consumer Information 42 Section 12.04 Information Security 42 Section 12.05 Confidential Personal Information 42
Indemnification Liabilities. Any Liability to indemnify any shareholder, officer, director, employee or agent of Seller.
Indemnification Liabilities. The term “Indemnification Liabilities” is defined in Section 20 of this Settlement Agreement.
Indemnification Liabilities. 6.06(b) Indemnified Parties......................................................6.06(b) Intellectual Property.......................................................4.18
Indemnification Liabilities. There are no existing liabilities or facts know to BPO which would require BPO to indemnify its officers or directors for acts or omissions by such persons acting in behalf of BPO.
Indemnification Liabilities. Seller and Purchaser ("INDEMNITORS") each shall indemnify and defend the other and the other's successors, assigns, directors, employees, subsidiaries, Affiliates and agents ("INDEMNITEES") against, and shall hold them harmless from, each and every Liability which results from, arises out of or is attributable in any way to any of the following:
15.1.1 Liabilities expressly assumed or retained by the Indemnitor pursuant to this Agreement;
15.1.2 subject to Article 14 and Article 30, any representation or warranty made by the Indemnitor in this Agreement or in documents delivered by the Indemnitor at the Closing which is untrue in any material respect (which term for these purposes shall exclude all qualifications or exceptions relating to "materiality" in such representations or warranties); or
15.1.3 any breach of the obligations, covenants or agreements made by the Indemnitor in this Agreement.
Indemnification Liabilities. To the extent permitted by law, Vendor shall indemnify, defend and hold harmless the City and its officers and employees from liability and any claims, suits, expenses, losses, judgments, and damages arising as a result of the Vendor’s acts and/or omissions in the performance of this Agreement. The City is responsible for its own actions. The Vendor is not obligated to indemnify the City or its officers, agents and employees for any liability of the City, its officers, agents and employees attributable to its, or their own, negligent acts, errors or omissions. In the event the City, its officers, agents or employees are notified of any claims asserted against it or them to which this Indemnification clause may apply, the City or its officers, agents and employees shall immediately thereafter notify the Vendor in writing that a claim to which the Indemnification Agreement may apply has been filed. Vendor shall be responsible to the City for damages or losses attributable to third parties that Vendor contracts with pursuant to this Agreement to provide services to City.
Indemnification Liabilities. There are no existing liabilities or facts known to the Purchaser which would require the Purchaser to indemnify its officers or directors for acts or omissions by such persons acting on behalf of the Purchaser.
Indemnification Liabilities. The first paragraph of Section 11.3of the Agreement is amended to provide as follows: Certain of Seller's Indemnification Liabilities shall be limited as described in this subsection. Seller's Indemnification Liabilities under Section 11.2.1(i) above (as to breach of any representation or warranty made herein, and as to breach of any agreement or covenant to be performed by Seller at or before Closing) shall apply and be enforced only to the extent that the aggregate liability or loss to Buyer together with the aggregate liability, loss or cost to Buyer as Purchaser for the breach by Olympic Property Group LLC of any representation or warranty made in the Stock Purchase Agreement (except those relating to environmental matters under Section 3.4.7 therein, those arising under Section 3.6 therein, and those relating to tax liabilities under Section 3.3.10 therein) exceeds Fifty Thousand Dollars (US$50,000.00) and is asserted against or incurred by Buyer within two (2) year after the Closing Date. Seller's Indemnification Liabilities under Sections 11.2.1(iii) and 11.2.1(iv) above shall apply and be enforced only to the extent that the liability or loss to Buyer is asserted against or incurred by Buyer within four (4) years after the Closing Date. Except as expressly amended by this Amendment, the Agreement is hereby ratified and confirmed and shall take full force and effect.
