Indemnification of Management Sample Clauses

Indemnification of Management. Exhibitor hereby covenants, agrees and undertakes to indemnify and hold harmless, and to insure officers, representatives, agents and employees of Management/ (including Yale Xxxxxxx, Inc.), the exhibition facility and their respective employees, representatives, agents and employees from, against and with respect to any and all losses, costs, liabilities, claims, damages, and expenses (including, without limitation, reasonable legal fees and disbursements) relating to, arising out of or resulting from the use by Exhibitor’s acceptance of this license from Management to use any space at Management’s Exhibition, or Exhibitor’s use or occupancy of such space and/or the building housing the exhibition facility—including but not limited to personal injury, death, property damage or any other damage or injury . Exhibitor agrees to carry insurance not less than $2,000,000 combined single limit for personal injury and property damage, having the exhibition facility, its owners, and Management be named as additional insureds on such policy. Exhibitor understands that neither Management nor the exhibition facility maintains insurance covering Exhibitor’s property and it is Exhibitor’s sole responsibility to obtain such insurance. Exhibitor must provide Management and the exhibition facility binders evidencing the required insurance prior to setup for the Expo. Please refer to the Expo website for the insureds to be named. Exhibitor is liable for any damage caused to, but not limited to, the exhibition facility, booth equipment or other exhibitors’ property. Move Out: Exhibitors are required to keep their exhibits fully installed and space manned until the closing time of the Expo, as stated on the Expo website. No Exhibitor shall have the right prior to closing of the Expo to pack or remove articles on the exhibit floor, including but not limited to booth displays, without the permission and approval in writing from Management. A $500 penalty will be assessed to any Exhibitor violating this provision and the Exhibitor will lose priority status for next year’s Expo. All exhibits must be removed from the exhibit hall by the end of the day of the Expo at the time indicated on the Expo website. Eligible Exhibits: Exhibits will be limited to those company’s materials, products and services of interest to registrants. Management retains the right to determine the eligibility of any exhibit, display or product and at its sole discretion eject, reject or prohibit any exhib...
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Indemnification of Management. In consideration of this deduction and forwarding service by Management, the Union agrees to indemnify and save Management harmless against any claim or liability arising out of or resulting from the collection and forwarding of these dues.
Indemnification of Management. (A) Subject to Section 14.06(C), the Company shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a member of the Committee or director, officer, employee or agent of the Company; or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Related to Indemnification of Management

  • Indemnification of Manager The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

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