Indemnitv. Each party will indemnify and save the other party and its directors, officers, employees, agents, representatives, subcontractors and Affiliates harmless from all losses, damages, costs, actions, and suits arising out of or in connection with any breach by that party of any representation, warranty, covenant or agreement contained in this Agreement. This indemnity shall survive the termination of this Agreement.
Indemnitv. Enterprises shall indemnify and forever save harmless BC Hydro and the Province (including, as applicable, their respective ministers, officials, predecessors, successors, subsidiaries, shareholders, directors, officers, servants, agents, employees, contractors, subcontractors, legal representatives and assigns) from and against any and all obligation, liability, duty, loss, damage, or expense resulting, directly or indirectly, from any action, cause of action, injunction, suit, claim, specific claim, demand, trial, hearing, or other process or proceeding made or commenced against BC Hydro or the Province (including, as applicable, their respective ministers, officials, predecessors, successors, subsidiaries, shareholders, directors, officers, servants, agents, employees, contractors, subcontractors, legal representatives and assigns) by a future owner, holder of a property interest in, or occupier of DL 7119 by reason of any act, deed or thing done or omitted to be done by the Province or BC Hydro (including, as applicable, their respective ministers, officials, predecessors, successors, subsidiaries, shareholders, directors, officers, servants, agents, employees, contractors, subcontractors, legal representatives and assigns) arising from or in any way connected with the construction, creation and operation, of the Dam and of the Reservoir and any activities related thereto as of the date of the Easement.
Indemnitv. The Company shall indemnifY and hold harmless the Investor, trustees, managers, officers, directors and employees (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") promptly upon demand at any time and from time to time, from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorneys' fees and disbursements) and expenses (collectively, "Losses") to which any Indemnified Party may become subject, insofar as such Losses directly arise out of, in any way relate to, or result from (i) any mis-statement or any breach of any representation or warranty made by the Company or the Promoters; or (ii) the failure by the Company and/or the Promoters to fulfill any agreement, covenant or condition contained in this Agreement; or (iii) any claim or proceeding by any third party against the Company and/or the Promoters arising out of any act, deed or omission by the Company and/or the Promoter. (b) (c) (d) (e) (I) (g)
Indemnitv. City agrees to indemnify, defend (at SCHOOL DISTRICT's option) and hold harmless School District, its officers, agents, employees, representatives and volunteers from and against any and all claims, demands, defense costs, actions, liability, or consequential damages of any kind or nature arising out of or in connection with activities or programs sponsored by City at School District's facilities, except those which arise out of the sole negligence of School District.
Indemnitv. Each party shall indemnify the other party and its employees, agents and subcontractors from and against any and all claims, demands, losses, costs, damages, actions, suits or other proceedings made, sustained, brought or prosecllted which such other party may incur, suffer or be put to arising out of, or in any way based upon, any act or omission of such other party performing its obligations under this Agreement unless such act or 23iS363.'~ omission constitutes gross negligence or wilful misconduct on the pmt of such other party.
Indemnitv. SUBCONTRACTOR SHALL SAVE HARMLESS COUNTY AND TAX ASSESSOR-COLLECTOR FROM AND AGAINST ALL CLAIMS, LIABILITY, AND EXPENSES, INCLUDING ATTORNEYS FEES, ARISING FROM ACTIVITIES OF SUBCONTRACTOR, ITS AGENTS, OR EMPLOYEES, PERFORMED UNDER THIS AGREEMENT THAT RESULT FROM THE NEGLIGENT ACT, ERROR, OR OMISSION OF SUBCONTRACTOR OR ANY OF SUBCONTRACTOR'S AGENTS, SERVANTS OR EMPLOYEES.
Indemnitv. Whether or not the transactions contemplated hereby shall be consummated, the Borrower shall indemnify, defend and hold harmless each Lender, the Agents and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable Attorney Costs):
Indemnitv. 18.1. Subtenant shall not do or pe1mit any act or thing to be done upon the Premises which is reasonably likely to subject Sublandlord to any liability or responsibility for injury, damage to persons or property or to any liability by reason of any violation of any requirement of law, and shall exercise such control over the Premises to the extent of its obligations under this Sublease and the Lease, as to protect Sublandlord against any such liability. Subject to mutual waiver of subrogation set forth in the parties' insurance policies maintained or required to be maintained under this Sublease, and except to the extent caused by the negligence or willful misconduct of Sublandlord, its agents, employees or contractors, Subtenant shall indemnify and save harmless Sublandlord, the Sublandlord Parties (hereinafter defined) and the employees, agents and contractors of any of the foregoing (collectively, the "Sublandlord Indemnitees") from and against (i) all claims of whatever nature against the Sublandlord Indemnitees arising from any negligent act or omission, or willful misconduct, of Subtenant, its contractors, licensees, agents, servants, employees, invitees or visitors, including, without limitation, all claims against the Sublandlord Indemnitees arising from any accident, injury or damage occurring outside of the Premises but an)TVl-here V1-xxxxxx or about the Building, where such accident, injury or damage results from or is claimed to have resulted from an act, omission or negligence of Subtenant or Subtenant's contractors, licensees, agents, servants, employees, invitees or visitors, (ii) all claims against the Sublandlord Indemnitees arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring in the Premises during the Early Access Period and the Term and any period prior to Subtenant's surrender of possession of the Premises to Sublandlord, and (iii) a default by Subtenant of the tenns, provisions, covenants, conditions and obligations of this Sublease. This indemnity and hold harmless agreeme-nt shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including, without limi tation, attorneys' fees and disbursements) incurred in or in connection xxx.xx any such claim or proceeding brought thereon, and the defense thereof. In no event shall Subtenant be liable for any consequential, indirect or punitive damages, e...
Indemnitv. Tenant shall defend with counsel first approved by Landlord (which approval shall not be unreasonably withheld or delayed), save harmless, and indemnify Landlord and Landlord's managing agent, beneficiaries, partners, subsidiaries, officers, directors, agents, trustees and employees ("Landlord Parties") from any liability for injury, loss, accident or damage to any person or property, and from any claims, actions, proceedings and expenses and costs in connection therewith (including without limitation reasonable counsel fees) (i) arising from or claimed to have arisen from (a) the omission, fault, willful act, negligence or other misconduct of Tenant or Tenant's contractors, licensees, invitees, agents, servants, independent contractors or employees or (h) any use made or thing done or occurring on the Premises not due to the omission, fault, willful act, negligence or other misconduct of Landlord, or (ii) resulting from the failure of Tenant to perform and discharge its covenants and obligations under this Lease.
Indemnitv. Each of the Company and the Depositary acknowledges and agrees that the indemnification provisions of Section 5.8 of the Deposit Agreement shall apply to the acceptance of Designated Shares for deposit, the issuance of Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the addition/removal of the transfer and other restrictions set forth herein with respect to ADSs/Restricted ADSs, and the withdrawal of Designated Shares, in each case upon the terms set forth herein, as well as to any other acts performed or omitted by the Depositary as contemplated by this Letter Agreement. This Letter Agreement shall be interpreted and all the rights and obligations hereunder shall be governed by the laws of the State of New York without regard to the principles of conflicts of law thereof. This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of such counterparts shall constitute the same agreement. The Company and the Depositary have caused this Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the date set forth above. RENREN INC. By: /s/ Jxxx Xxx Name: Jxxx Xxx Title: Director and Chief Operating Officer CITIBANK, N.A. as Depositary By: ______________ Name: Title: Consent and Delivery Instruction delivered to the Depositary shall survive each deposit of Designated Shares and each issuance of Designated Restricted ADSs hereunder.
