INDEMNITY AGAINST LIABILITY Sample Clauses

INDEMNITY AGAINST LIABILITY. The Company shall indemnify the Member of the Managing Board against any claims of the Company or a third party for damages or other compensation, unless caused by intention or gross negligence of the Member of the Managing Board.
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INDEMNITY AGAINST LIABILITY. 1.1 Indemnitors shall indemnify CNI and keep CNI indemnified against all demands, costs, claims, liabilities, losses, costs and expenses arising in relation to or out of the CNI Guarantee No. 2 provided, however, that CNI shall only be entitled to demand any amount CNI is obliged to pay under the CNI Guarantee No. 2 following a demand by the Buyer and CNI’s compliance with paragraph 3.
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INDEMNITY AGAINST LIABILITY. Tenant shall also indemnify and hold Landlord harmless, to the fullest extent permitted by law, from and against any and all claims, actions, loss, damage, liability and expense (including, without limitation, reasonable attorney's fees and related legal costs incurred by Landlord) in connection with loss of life, personal injury and/or damage to property arising out of or resulting from (i) any occurrence in, upon or at the Leased Premises or (ii) the occupancy or use of the Leased Premises, the Building or the Property or any part thereof, or anywhere on or about the Property if caused wholly or in part by any act, negligence or failure to perform the obligations imposed by this Lease or any breach thereof, or omission of Tenant, its officers, agents, employees, subtenants, licensees, concessionaires, invitees, visitors or others occupying space in the Leased Premises; provided, however, that Tenant shall not be required to indemnify Landlord where such claim, action, loss, damage, liability or expense arises out of the negligence of Landlord, its agents, contractors, or employees. If Landlord shall be threatened with or made a party to any litigation commenced by or against Tenant (except in the event that such litigation is commenced by Landlord against Tenant or by Tenant against Landlord and Tenant prevails in such litigation), or with respect to any matter described above, then Tenant shall protect and hold Landlord harmless and indemnified and shall defend Landlord with counsel reasonably acceptable to Landlord, or, at Landlord's option, shall advance all costs, expenses and reasonable attorney's fees incurred or paid by Landlord in connection with such litigation. Landlord shall indemnify and hold Tenant harmless, to the fullest extent permitted by law, from and against any and all claims, actions, loss, damage, liability and expense (including, without limitation, reasonable attorney's fees and related legal costs incurred by Tenant) in connection with loss of life, personal injury and/or damage to property arising out of or resulting from any occurrence in, upon or at the Property or any part thereof, if caused wholly or in part by the negligence of Landlord, its agents, employees or contractors.
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INDEMNITY AGAINST LIABILITY. The City of Maricopa agrees to indemnify and hold District harmless from and against all claims, suits, damages, costs, losses and expenses of whatsoever kind or nature in any manner arising out of or connected with payment of said officer’s salaries and benefits, payroll deductions, workers’ compensation, unemployment benefits or personnel grievance matters.
Sample 1
INDEMNITY AGAINST LIABILITY. Tenant shall also indemnify and hold Landlord harmless, to the fullest extent permitted by law, from and against any and all claims, actions, loss, damage, liability and expense (including, without limitation, attorney's fees and related legal costs incurred by Landlord) in connection with loss of life, personal injury and/or damage to property arising out of or resulting from any occurrence in, upon or at the Leased Property or the occupancy or use of the Leased Property or any part thereof, or anywhere on or about the Property if caused wholly or in part by any act, neglect or failure to perform the obligations imposed by this Lease or any breach thereof, or omission of Tenant, its officers, agents, employees, subtenants, licensees, concessionaires, or others occupying space in the Leased Property. However, Tenant shall have no obligation to indemnify Landlord for that portion of liability which is imposed upon Landlord as a result of any comparative negligence by Landlord (or its agents, employees or contractors) which forms part of the basis for any such claim, action, loss, damage, liability or expense; but only the portion of the claim, action, loss, damage, liability or expense actually attributable to Landlord's comparative negligence shall be exempted from Tenant's indemnification obligations hereunder.
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INDEMNITY AGAINST LIABILITY. In addition, and without limiting any other provision of this Lease, Tenant shall and hereby agrees to indemnify and hold Landlord harmless, to the fullest extent permitted by law, from and against any and all claims, actions, loss, damage, liability and expense (including, without limitation, attorney's fees and related legal costs incurred by
Sample 1
INDEMNITY AGAINST LIABILITY. 1.1 We shall indemnify you and keep you indemnified against all demands, costs, claims, liabilities, losses, costs and expenses arising in relation to or out of the Guarantee provided, however, that you shall only be entitled to demand any amount you are obliged to pay under the Guarantee following a demand by the Buyer and your compliance with paragraph 3.
Sample 1
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INDEMNITY AGAINST LIABILITY. To the extent permitted by the Law, the Company may indemnify every person who is, or who has been, a director or officer of the Company or any Related Body Corporate against:
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Related to INDEMNITY AGAINST LIABILITY

  • Indemnity Against Claims The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company hereunder, (b) any taxes, assessments, impositions, and other charges upon payments by the Company to the Issuer hereunder, and (c) any and all liabilities, damages, costs, and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, or other charges are sought to be imposed, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

  • Product Liability Claims As soon as it becomes aware, each party will give the other prompt written notice of any defect or alleged defect in a Product, any injury alleged to have occurred as a result of the use or application of a Product, and any circumstances that may give rise to litigation or recall of a Product or regulatory action that may affect the sale or manufacture of a Product, specifying, to the extent the party has such information, the time, place and circumstances thereof and the names and addresses of the persons involved. Each party will also furnish promptly to the other copies of all papers received in respect of any claim, action or suit arising out of such alleged defect, injury or regulatory action.

  • Cap on Liability Notwithstanding anything to the contrary contained in this Agreement or in any Closing Document, the liability of the Sellers for Losses arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement (or in any Closing Document) shall not exceed $50,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Cap”), however, the Buyer shall not make any claims for Losses in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of the Sellers under this Agreement unless such claims exceed $1,000,000 in the aggregate under this Agreement and the Other PSAs combined (the “Basket”) (at which point the Buyer shall be entitled to make a claim for the aggregate amount of Losses and not just amounts in excess of the Basket). Notwithstanding anything to the contrary contained herein, the Basket and Cap limitations set forth herein shall not apply to Losses suffered or incurred as a result of any breaches of the covenants and obligations of the Sellers set forth in Section 9.1, Article X, Article XII, and Section 14.3.

  • Indemnification Liability a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.

  • Product Liability The Company has no Liability (and there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against any of them giving rise to any Liability) arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product manufactured, sold, leased, or delivered by the Company.

  • Joint Liability Each representation, warranty, covenant and agreement made by Parent or Merger Sub in this Agreement shall be deemed a representation, warranty, covenant and agreement made by Parent and Merger Sub jointly and all liability and obligations relating thereto shall be deemed a joint liability and obligation of Parent and Merger Sub.

  • Non-Liability The Developer acknowledges that the City's review and approval of plans for the development of the Property is done in furtherance of the general public health, safety and welfare, and that no specific relationship with, or duty of care to the Developer or third parties associated with the Developer is assumed by such review and approval, or immunity waived, as is more specifically set forth in Government Immunity Act C.R.S. 00-00-000, et seq.

  • Product Liability and Recalls (a) Except a disclosed in Section 3.27 of the Disclosure Schedule or the Company SEC Documents to the Best Knowledge of the Company, there is no claim, or the basis of any claim, against the Company or any of this subsidiaries for injury to person or property of employees or any third parties suffered as a result of the sale of any product or performance of any service by the Company or any of its subsidiaries, including claims arising out of any alleged defective nature of its products or services, which could reasonably be expected to have a Material Adverse Effect on the Company.

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

  • Indemnity Agreement The Indemnity Agreement Regarding Hazardous Materials made by the Borrower and Guarantors, in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which each of the Borrower and the Guarantors agrees to indemnify the Agent and the Lenders with respect to Hazardous Substances and Environmental Laws.

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