Indemnification Liabilities Sample Clauses

Indemnification Liabilities. Section 11.01 Indemnification 34 Section 11.02 Limitations on Liability 35 Section 11.03 Limitation on Damages 35 Section 11.04 Equitable Remedies 35 Section 11.05 Cumulative Remedies 36 Section 12.01 Information Reporting 36 Section 12.02 Confidentiality 36 Section 12.03 Nondisclosure of Dealer and Consumer Information 36 Section 12.04 Information Security 36 Section 12.05 Confidential Personal Information 37

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. 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. 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. 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. 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. A. The Issuer shall indemnify FNBC, the Sub-Agent and their respective officers, directors, employees and agents, and hold the indemnified persons harmless from and against any and all costs, expenses, claims or liabilities (including, without limitation, reasonable lawyers' fees) arising out of or connected with the performance of each indemnified person's duties hereunder, except for costs, expenses, claims or liabilities arising out of the gross negligence or willful misconduct of an indemnified person. FNBC shall indemnify the Issuer, and its officers, directors, employees and agents, and hold each of them harmless from and against any and all costs, expenses, claims or liabilities (including, without limitations, reasonable lawyer's fees) arising out of or connected with its gross negligence or willful misconduct. Each indemnified person may rely and shall be protected in acting upon any resolution, certificate, opinion, instructions (whether oral or otherwise), receipt, or other document reasonably believed by such indemnified person to be (i) genuine and (ii) to have been signed or given by the proper party or parties. B. In acting with respect to the Notes, and generally in acting under the provisions hereof, FNBC will be required by the Issuer to perform only such duties as are specifically set forth herein and this Agreement shall not be construed to subject FNBC to any implied covenants or obligations. Except in the case of FNBC's gross negligence or willful misconduct, FNBC shall not be liable to the Issuer for any action taken or omitted by FNBC and reasonably believed by FNBC to be authorized or within the powers conferred upon FNBC hereby. In no event shall FNBC be liable for consequential, indirect or special damages, even if FNBC has been advised of the possibility of such damages. FNBC shall also not be liable for any action taken, or any failure to take any action in connection with this Agreement or the services provided hereunder or otherwise to fulfill its obligations in connection with this Agreement, in the event and to the extent that the taking of such action or such failure arises out of or is caused by mechanical breakdown, computer or system failure or other failure of equipment, failure or malfunctioning of any communications media for whatever reason, or any other cause outside of the control of FNBC, provided that FNBC undertakes to use reasonable efforts to cure any such failure or breakdown of FNBC or FCTC equipment. It is...