Indemnities Sample Clauses

Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property su...

Indemnities. The Grantee indemnifies the Commonwealth, its officers, employees and contractors against any claim, loss or damage arising in connection with the Activity.

Indemnities. 16.1 The Grantee indemnifies the Commonwealth, its officers, employees and contractors against any claim, loss or damage arising in connection with the Activity. 16.2 The Grantee's obligation to indemnify the Commonwealth will reduce proportionally to the extent any act or omission involving fault on the part of the Commonwealth contributed to the claim, loss or damage.

Indemnities. 8.1. The Assignor shall indemnify Xxxxxxx Science against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Xxxxxxx Science arising out of or in connection with: (a) any breach by the Assignor of any of the warranties contained in clause 7; and (b) the enforcement of this Agreement. 8.2. At the request of Xxxxxxx Science, and at the Assignor's own expense, the Assignor shall provide all reasonable assistance to enable Xxxxxxx Science to resist any claim, action or proceedings brought against Xxxxxxx Science as a consequence of any breach by the Assignor of the warranties contained in clause 7. This indemnity shall apply whether or not Xxxxxxx Science has been negligent or at fault.

Indemnities. Indemnities provided for in this contract are continuing indemnities in respect of the Relevant Losses to which they apply, and hold the indemnified party harmless on an after tax basis.

Indemnities. (a) Each Borrower shall within three Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower. (b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by a Loan Party pursuant to a Loan Document). (c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Administrative Agent, that Lender shall pay to the Administrative Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded. (d) The Borrower which requested (or on behalf of which the Loan Parties’ Agent requested) a Letter of Credit shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Section 2.46 in respect of that Letter of Credit. (e) The obligations of each Lender or Borrower under this Section 2.446 to Section 2.49 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part. (f) The obligations of any Lender or Borrower under this Section 2.446 to Section 2.49 will not be affected by any act, omission, matter or thing which, but for this Section 2.44 to Section 2.49, would reduce, release or prejudice any of its obligations under this Section 2.44 to Section 2.49 (without limitation and whether or not known to it or any other person) including: (i) any time, waiver or ...

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. 8.1. The Corresponding Author shall indemnify Xxxxxxx Open against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Xxxxxxx Open arising out of or in connection with: (a) any breach by the Corresponding Author of any of the warranties contained in clause 7; and (b) the enforcement of this Agreement. 8.2. At the request of Xxxxxxx Open, and at the Corresponding Author’s own expense, the Corresponding Author shall provide all reasonable assistance to enable Xxxxxxx Open to resist any claim, action or proceedings brought against Xxxxxxx Open as a consequence of any breach by the Corresponding Author of the warranties contained in clause 7. This indemnity shall apply whether or not Xxxxxxx Open has been negligent or at fault.

Indemnities. 9.1. Each Party shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, principals (including partners, shareholders or holders of an ownership interest) and agents, from and against any claim and all losses, damages or expenses (including reasonable attorneys’ fees and court costs) to the extent that such claim is made or threatened by any third- party and relates to or arises out of death, bodily injury or damage to real and/or tangible property caused by the indemnifying Party’s negligence or willful misconduct. 9.2. Supplier shall defend, indemnify, and hold harmless Accenture, and their officers, directors, employees, principals (including partners, shareholders or holders of an ownership interest) and agents, from and against any claim and all losses, damages or expenses (including reasonable attorneys’ fees and court costs) to the extent such claim: (a) is made or threatened by a Client and arises as a result of the failure of any Products or Services to operate or perform, or (b) is made or threatened by any third-party and alleges that the use, combination, provision, or sale of any Product or Service infringes or misappropriates any Intellectual Property of such third-party. “Intellectual Property” means any copyright, trade secret, patent, trademark or other intellectual property right of any kind. Supplier shall have no indemnity obligation under part (b) of this Section 9.2 to the extent that a claim arises solely out of the combination, use or modification of the Product or Service in a manner not reasonably contemplated as ordinary, intended, documented or expected.

Indemnities. From and at all times after the date of this Agreement, each Company covenants and agrees to defend, indemnify, reimburse and hold harmless AST and its officers, directors, employees, affiliates and agents (each, an “AST Indemnified Party”) against any actions, claims, losses, liability or reasonable expenses (including legal and other fees and expenses) (collectively, “Losses”) incurred by or asserted against any AST Indemnified Party arising out of the performance of all activities permitted or required to be taken by AST pursuant to this Agreement, except for such Losses incurred as a result of an AST Indemnified Party’s gross negligence, bad faith or willful misconduct. No Company shall be liable under this indemnity with respect to any claim against an AST Indemnified Party unless the Company is notified of the written assertion of such a claim, or of any action commenced against an AST Indemnified Party, promptly after AST shall have received any such written information as to the nature and basis of the claim; provided, however, that failure by AST to provide such notice shall not relieve a Company of any liability hereunder if no prejudice occurs. From and at all times after the date of this Agreement, AST covenants and agrees to defend, indemnify, reimburse and hold harmless each Company and its officers, directors, employees, affiliates and agents (each, a “Company Indemnified Party”) against any Losses incurred by or asserted against any Company Indemnified Party arising out of AST’s material breach of any provision of this Agreement, any regulatory fines imposed against PIMCO and/or a Company arising out of any act or omission by AST, AST’s gross negligence, bad faith or willful misconduct. AST shall not be liable under this indemnity with respect to any claim against a Company Indemnified Party unless AST is notified of the written assertion of such a claim, or of any action commenced against a Company Indemnified Party, promptly after a Company shall have received any such written information as to the nature and basis of the claim; provided, however, that failure by a Company to provide such notice shall not relieve AST of any liability hereunder if no prejudice occurs. All provisions regarding indemnification, liability and limits thereon shall survive the termination of this Agreement.