Indemnification Warranties Sample Clauses

Indemnification Warranties. COLLABORATING ENTITY shall indemnify, defend and hold MSU harmless from any loss, expense (including attorney's fees), cost liability, damage or claim (hereinafter collectively "Losses") for bodily injuries, death or for damage to property arising out of the negligence, gross negligence or other wrongful acts or omissions of their respective employees and agents, including VISITOR.
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Indemnification Warranties. (a) Comcast agrees to indemnify and hold the LFAs harmless against any and all loss, liability, damage and expense (including reasonable attorneys' fees) arising out of any demand, claim, suit or judgment for damages to any property or bodily injury to any persons, including, without limitation, the agents and employees of either Party hereto which may arise out of or be caused by such Party, its employees, servants, contractors, and/or agents in connection with the construction and maintenance of the C-Net under the terms of this Agreement but not arising from Outages unless such an Outage was the result of the negligent, intentional or reckless acts or omissions of Comcast, subject to any and all defenses and limitations of liability provided by law. Provided, the indemnity does not apply to claims that may arise from the failure of an application the LFAs are using over the C-Net. By way of example, if the LFAs choose to use the C-Net to support emergency services to the public and an individual is harmed due to a network problem preventing a timely emergency response, Comcast shall have no indemnification obligation and makes no warranty to the suitability for such purposes. (b) There are no third-party beneficiaries to this agreement. Comcast makes no warranty to any person other than as set forth in this agreement. (c) Without waiving common law and other governmental immunities and the provisions §5-301 et seq., Local Government Tort Claims Act, Courts and Judicial Proceedings Article, Annotated Code of Maryland, each of the LFAs shall be responsible for its own acts of willful misconduct or negligence or breach of obligation committed by it for which it is legally responsible, with respect to any activity or function conducted by any Person other than Comcast pursuant to this Agreement, subject to any and all defenses and limitations of liability provided by law.
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Indemnification Warranties. 8.1 SI Canada shall indemnify SI for any costs, expenses, claims or liabilities that the latter may incur as a result of any breach of this Agreement or negligence by SI Canada, its directors, employees or representatives. SI shall immediately communicate to SI Canada notice of any claim or proceeding, whether by court proceedings or otherwise, that may result in civil liability to SI and SI Canada shall, on posting security reasonably sufficient to protect SI relative to such claim or proceeding, be entitled to assume control of the defence and settlement of such claim or proceeding. 8.2 SI shall indemnify SI Canada for any costs, expenses, claims or liabilities that the latter may incur as a result of any breach of this Agreement or negligence by SI, its directors, employees or representatives. SI Canada shall immediately communicate to SI notice of any claim or proceeding, whether by court proceedings or otherwise, that may result in civil liability to SI Canada and SI shall, on posting security reasonably sufficient to protect SI Canada relative to such claim or proceeding, be entitled to assume control of the defence and settlement of such claim or proceeding.
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Indemnification Warranties. 9.01 The Consignee hereby agrees to indemnify and hold the Consignor harmless from payment of any premiums, taxes or contributions respecting the Consignee’s employees, which may be assessed against the Consignor. 9.02 Consignor represents and warrants that: A. It has the right, power and authority to consign the property for sale and to enter into this Agreement and to perform all obligations hereunder; B. The Goods at all times herein shall remain free and clear of all liens, encumbrances or claims of third parties of any kind whatsoever; C. Good title will pass to the buyer upon sale; and The information Consignor has provided to Consignee is true and correct. 9.03 Consignor shall defend, indemnify, and hold harmless, Consignee, its employees and agents, against any and all claims, actions, damages, losses, liabilities and expenses (including reasonable attorney's fees for counsel of GT Distributors choosing) arising out of or resulting from any and all claims raised by the buyer of the Goods, including but not limited to, ownership or right to possession of any of the property, any alleged breach by Consignor of any obligation, representation or warranty pursuant to this Agreement. Consignee shall retain full copy, reproduction and photographic rights to any pictures taken during any and all processes and transactions. Consignor’s warranties and indemnification shall survive the completion of the transactions contemplated by this Agreement, and shall apply to the property sold or consigned for sale pursuant to this Agreement.
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Indemnification Warranties. Licensee shall indemnify and hold Licensor and/or its affiliates harmless from and against any and all liability, loss, damage, action, claim or expense (including reasonable attorneys’ fees) arising out of Licensee’s use of said Trademark or Product in any manner other than as expressly permitted by this Agreement, or Licensee’s breach of this Agreement. Licensor shall not provide any warranties on the quality or performance of the Product under this Agreement. Licensee shall indemnify and hold Licensor and/or its affiliates harmless for any and all claims, demands, assertions, losses or damages for liability that may arise from the manufacture, sale, marketing and distribution of Licensee’s finished goods containing Product. Licensor makes no representations or warranties, express or implied, statutory or otherwise, and expressly disclaims any and all representations and warranties including non-infringement, fitness for a particular purpose, or any infringement of third party intellectual property rights.
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Indemnification Warranties will indemnify and hold harmless Operator, its officers, directors, agents or employees and each of them from and against any and all claims, penalties, demands, causes of actions, damages, losses, liabilities, costs, expenses, including reasonable attorney's fees, in law or in equity, of any kind or nature whatsoever, arising out of or in any manner directly or indirectly related to the gross negligence or willful misconduct of NeighborCare in connection with this Agreement, except to the extent attributable to the gross negligence or willful misconduct of Operator, its officers, directors, agents or employees.
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Indemnification Warranties. The Grantor indemnifies and keeps indemnified the Trustee against any damage, loss, expenses, or breach of warranties. The Trustee assures that there is no litigation currently against him/her.
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Indemnification Warranties 
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Related to Indemnification Warranties

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Survival of Representations and Warranties Indemnification (a) The representations and warranties of the parties herein contained shall survive the closing of the purchase contemplated by this Agreement, notwithstanding any investigation at any time made by or on behalf of the other party, provided that any claims for indemnification in accordance with this Section 5.01 with respect to any representation or warranty must be made (and will be null and void unless made) on or before the date twenty-four (24) months following the Closing Date (except in the case of representations contained in Section 4.01(c)(v), (g), (i) and (j), which must be made within six (6) months following the expiration of the applicable statute of limitations). (b) The Shareholders, jointly and severally, hereby agree to indemnify and hold Buyer and its officers, directors, stockholders, affiliates, employees, representatives and other agents harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission of the representations and warranties made by the Primary Shareholder in this Agreement or in any Exhibit hereto or other documents delivered in connection herewith, (ii) any breach in any material respect by the Company and/or the Shareholders, or any of them, unless waived in writing by the Buyer, of any covenant or agreement contained in or arising out of this Agreement, or any other agreement delivered in connection herewith on the Closing Date, including without limitation, the Employment Agreements (hereafter defined), and (iii) any and all liabilities of the Company arising prior to the Closing Date. (c) Buyer hereby agrees to indemnify and hold the Shareholders harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any breach, misrepresentation or material omission in the representations and warranties made by the Buyer in this Agreement, (ii) any breach in any material respect by Buyer, unless waived in writing by the Shareholders, of any covenant or agreement of Buyer contained in or arising out of this Agreement or (iii) any claim by Card Service International with respect to the personal guarantee by Bernx Xxxxxxx xx account #54334200579122 with respect to charges incurred after the Closing Date. (d) Any party claiming a right to indemnification hereunder (the "Indemnified Party") shall give the other party from whom indemnification is sought (the "Indemnifying Party") prompt written notice of any claim, demand, action, suit, proceeding or discovery of fact upon which the Indemnified Party intends to base a claim for indemnification under this Section 5.01, provided, however, that no failure to give such notice shall excuse any Indemnifying Party from any obligation hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnified

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