Indemnification Waiver Sample Clauses

Indemnification Waiver. (a) BORROWER SHALL, AND DOES HEREBY INDEMNIFY, AGENT (AND ANY SUB-AGENT THEREOF), EACH LENDER AND EACH OFFICER, DIRECTOR, EMPLOYEE, AGENT, ATTORNEY-IN-FACT AND AFFILIATE OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY OR BY ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR, IN THE CASE OF AGENT (AND ANY SUB-AGENT, OFFICER, DIRECTOR, EMPLOYEE, AGENT, ATTORNEY-IN-FACT AND AFFILIATE THEREOF) THE ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (II) ANY AND ALL RECORDING AND FILING FEES AND ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, STAMP, EXCISE AND OTHER TAXES, IF ANY, WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY, (IV) THE USE BY UNAUTHORIZED PERSONS OF INFORMATION OR OTHER MATERIALS SENT THROUGH ELECTRONIC, TELECOMMUNICATIONS OR OTHER INFORMATION TRANSMISSION SYSTEMS THAT ARE INTERCEPTED BY SUCH PERSONS OR (V) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY LOAN PARTY OR ANY SUBSIDIARY OF A LOAN PARTY, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF...
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Indemnification Waiver. Contractor shall indemnify, save and hold harmless, release and forever discharge City and its agents and employees from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by Contractor or Artist in the course of any activity associated with this Agreement not caused by or arising out of the tortious conduct of City, regardless of the manner by which such claim may be brought.
Indemnification Waiver. Artist shall indemnify, save and hold harmless, release and forever discharge City and its agents and employees from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by Artist or City in the course of any activity associated with this Agreement not caused by or arising out of the tortious conduct of City, regardless of the manner by which such claim may be brought.
Indemnification Waiver. Recipient shall indemnify, save and hold harmless, release and forever discharge City and its agents and employees from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by Recipient or City in the course of any activity associated with this Agreement not caused by or arising out of the tortious conduct of City, regardless of the manner by which such claim may be brought.
Indemnification Waiver. Member agrees to indemnify the Bank and hold it harmless from any losses, liability, costs, and expenses, including without limitation reasonable attorneys' fees and costs, arising from or under this Agreement, from or under any Credit issued and L/C Disbursement made hereunder, and from any honor or dishonor of Drafts presented for payment hereunder, except such as may arise from the failure of the Bank or its employees or agents to exercise good faith in honoring or dishonoring such Drafts as may be presented pursuant to Credits issued hereunder. Member's obligations under this paragraph shall survive the expiration or termination of this Agreement. The Bank shall have no liability arising out of (a) the issuance, transfer, honor or dishonor of any Credit, (b) any advice regarding any issuance or any transaction underlying or related to a Credit (c) causes beyond the control of the Bank (d) the solvency of any account party or beneficiary of any Credit or (e) the misuse of any Credit, in the absence of gross negligence or willful misconduct on the part of the Bank.
Indemnification Waiver. To the maximum extent permitted by law, SUBCONTRACTOR agrees to indemnify and hold PRIME CONTRACTOR, its officers, trustees, agents and employees harmless from any and all liability, claims, suits, demands and damages, as a result of property damage or personal injury, including death sustained by any person (including but not limited to SUBCONTRACTOR's employees) and all costs and expenses in connection therewith (including but not limited to reasonable attorney fees) relating to or arising out of SUBCONTRACTOR's performance under this Agreement. SUBCONTRACTOR agrees to waive any and all claims against PRIME CONTRACTOR and its officers, trustees and employees, arising out of personal injury (including death) or damage to property occurring in connection with SUBCONTRACTOR's performance of services pursuant to this Agreement, including, but not limited to claims of subrogation under the laws of any jurisdiction related to Worker's Compensation.
Indemnification Waiver. LICENSEE shall indemnify and hold LICENSOR harmless against any and all liability or loss from personal injury or property damage resulting from or arising out of, in whole or in part, the use or occupancy of LICENSOR’s improvements or right- of-way associated with such improvements by LICENSEE or its employees, agents, or contractors arising out of the rights and privileges granted under this Agreement and PA 100- 0585. LICENSEE has no obligation to indemnify or hold harmless against any liabilities and losses as may be due to or caused by the sole negligence of LICENSOR or its employees or agents. LICENSEE hereby further waives any claims that LICENSEE may have against the LICENSOR with respect to consequential, incidental, or special damages, however caused, based on the theory of liability.
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Indemnification Waiver. (a) In the event that the Purchaser is in breach of any of the Purchaser’s Warranties, it shall indemnify and hold harmless any of the Sellers from any damages incurred by the respective Seller. All claims of the Sellers arising under this Section 9.2 shall be time-barred three years after the Closing Date. (b) With legal effect as of the Closing Date the Purchaser waives (and shall procure a corresponding waiver by the Purchased Companies and the BSN Group Companies) claims against the Sellers (except for claims under this Agreement as well as any outstanding trade accounts payable and trade accounts receivable, rental related payments under the Related Parties Agreements, claims under the Related Parties Agreement relating to periods after the Closing and claims under the Deed of Indemnity relating to the Xxxxx & Nephew UK Pension Plan (the “S&N UK Pension Indemnity”), a copy of which is attached as Annex 9.2(b), but including, without limitation, any claim with respect to the Clearing Accounts which are deemed to have been finally waived with effect as of the end of the day immediately preceding the Transfer Date) irrespective of their legal nature and basis and to this purpose and extent confirms receipt in full (erteilte Generalquittung) (and shall procure corresponding confirmations of full receipt by the Purchased Companies and the BSN Group Companies). (c) With legal effect as of the Closing Date the Sellers waive (and shall procure a corresponding waiver by their Affiliated Companies) claims against the Purchased Companies and the BSN Group Companies (except for claims under this Agreement as well as any outstanding trade accounts payable and trade accounts receivable, rental related payments under the Related Parties Agreements, claims under the Related Parties Agreement relating to periods after the Closing and claims under the S&N UK Pension Indemnity but including, without limitation, any claims with respect to the Clearing Accounts which are deemed to have been finally waived with effect as of the end of the day immediately preceding the Transfer Date) irrespective of their legal nature and basis and to this purpose and extent confirms receipt in full (erteilte Generalquittung) (and shall procure corresponding confirmations of full receipt by their Affiliated Companies and the BSN Group Companies).
Indemnification Waiver. Each vehicle shall, at Landlord’s option to be exercised from time to time, bear a permanently affixed and visible identification sticker to be provided by Landlord. Tenant shall not and shall not permit its Agents to park any vehicles in locations other than those specifically designated by Landlord as being for Tenant’s use. The license granted hereunder is for self-service parking only and does not include additional rights or services. Neither Landlord nor its Agents shall be liable for: (i) loss or damage to any vehicle or other personal property parked or located upon or within such parking spaces or any Parking Areas whether pursuant to this license or otherwise and whether caused by fire, theft, explosion, strikes, riots or any other cause whatsoever; or (ii) injury to or death of any person in, about or around such parking spaces or any Parking Areas or any vehicles parking therein or in proximity thereto whether caused by fire, theft, assault, explosion, riot or any other cause whatsoever and Tenant hereby waives any claim for or in respect to the above and against all Claims arising out of loss or damage to property or injury to or death of persons, or both, relating to any of the foregoing. Tenant shall not assign any of its rights hereunder and in the event an attempted assignment is made, it shall be void.
Indemnification Waiver. To the extent allowed by law, including any limits in the Oregon constitution or the Oregon Tort Claims Act, the owner of the Grantee Property shall be obligated to indemnify (including attorney fees) and hold Grantor free and harmless from and against any and all claims, liability, and losses associated with or arising from Xxxxxxx’s use of the Easement, including the use of the Easement by the Grantee’s tenants, guests, customers, invitees, licensees, successors or assigns. However, the indemnification obligation under this Section shall only apply to matters arising during the indemnifying party’s ownership of some or all of the Grantee Property.
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