INDEMNITY AND REMEDIAL ACTION Sample Clauses

INDEMNITY AND REMEDIAL ACTION. 24.1 The Marketing Partner will indemnify the Company and keep the Company indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses (including legal costs) of any nature whatsoever (collectively, “Losses”) which the Company may suffer or incur as a direct or indirect result of any act or omission of the Marketing Partner in connection with its relationship with the Company or any Client referred by the Marketing Partner to the Company or any failure by the Marketing Partner to perform any of the Marketing Partner’s obligations under this Agreement and the Marketing and Communication Guidelines but excluding any Losses which result from the Company’s own negligence, fraud, wilful misconduct or material breach by the Company of the terms of this Agreement. 24.2 Without prejudice to the generality of the above, the Marketing Partner agrees to indemnify and hold harmless the Company for any Losses suffered as a result of Adverse Action. 24.3 Where any Adverse Action consists of or relates to any derogatory or defamatory statement against the Company or its Group, the Marketing Partner undertakes to take such remedial action and make such corrective statement as the Company may instruct for the purposes of addressing the effect of the Adverse Action, provided always that the Marketing Partner will not be required to make any statement which is misleading or untrue.
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INDEMNITY AND REMEDIAL ACTION. 22.1 The Business Introducer will indemnify the Company and keep the Company indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses (including legal costs) of any nature whatsoever (collectively, “Losses”) which the Company may suffer or incur as a direct or indirect result of any act or omission of the Business Introducer in connection with its relationship with the Company or any Client referred by the Business Introducer to the Company or any failure by the Business Introducer to perform any of the Business Introducer’s obligations under this Agreement, but excluding any Losses which result from the Company’s own negligence, fraud, willful misconduct or material breach by the Company of the terms of this Agreement. 22.2 The Company shall in no circumstances be liable to the Business Introducer for any consequential or indirect, losses including but not limited to loss of profits, loss of opportunity, costs, expenses, penalties or damages the Business Introducer may suffer in relation to this Agreement. Except in the event of liability for fraud, personal injury or death, any liability of the Company under this Agreement shall not exceed USD 10,000 (United States Dollars ten thousand). 22.3 Without prejudice to the generality of the above, the Business Introducer agrees to indemnify and hold harmless the Company for any Losses suffered as a result of Adverse Action. 22.4 Where any Adverse Action consists of or relates to any derogatory or defamatory statement against the Company or its Group, the Business Introducer undertakes to take such remedial action and make such corrective statement as the Company may instruct for the purposes of addressing the effect of the Adverse Action, provided always that the Business Introducer will not be required to make any statement which is misleading or untrue.
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INDEMNITY AND REMEDIAL ACTION. 23.1. The Referral Partner will indemnify BlackBull and the Group and keep BlackBull and the Group indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses, including legal costs (collectively, “Losses”) which BlackBull or any Group Company may suffer or incur as a direct or indirect result of: 23.1.1. any act or omission of the Referral Partner in connection with its relationship with XxxxxXxxx and the Group or any Client referred by the Referral Partner to BlackBull or the Group; 23.1.2. failure by the Referral Partner to perform any of the Referral Partners obligations under this Agreement and the Marketing Guidelines; 23.1.3. advice given to any person by the Referral Partner; 23.1.4. a claim, action or proceeding to which BlackBull or any other Group Company may be a party (including any between a third party and the Referral Partner) relating to any act or omission of the Referral Partner; 23.1.5. fraud, misrepresentation, wilful misconduct, negligence, or breach of the Referral Partner (or its Referral Partners and/or representatives) in connection with the performance of their respective obligations under this Agreement and the client agreement; 23.1.6. access, use or misuse of the Financial Instruments by the Referral Partner or a Referral Partner Client; 23.1.7. the violation or misappropriation of BlackBull or any other Group Company Intellectual Property Rights by Referral Partner or its representatives; 23.1.8. slander, misrepresentation or maliciously negative review, public forum post, social media post, or general public statement electronic or otherwise that may be made by the Referral Partner or representative; 23.1.9. any Client referred by the Referral Partner to BlackBull or the Group; 23.1.10. any other act or omission of the Referral Partner in connection with its relationship with XxxxxXxxx and the Group in relation to the Referral Partner’s obligations under this Agreement and the Marketing Guidelines; or 23.2. The Referral Partner is not required to indemnify BlackBull and the Group for any Losses which result from BlackBull or the Group’s own negligence, fraud, wilful misconduct, or material breach by BlackBull or any Group Company of the terms of this Agreement. 23.3. Without prejudice to the generality of the above, the Referral Partner agrees to indemnify and hold harmless BlackBull and the Group for...
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INDEMNITY AND REMEDIAL ACTION. 24.1. The Affiliate will indemnify the Master Affiliate and/or the Licensed Companies and keep the Master Affiliate and/or the Licensed Companies indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses (including legal costs) of any nature whatsoever (collectively, “Losses”) which the Master Affiliate and/ or the Licensed Companies may suffer or incur as a direct or indirect result of any act or omission of the Affiliate in connection with its relationship with the Master Affiliate and/or the Services it provides to the Licensed Companies or any Client referred by the Affiliate to the Licensed Companies or any failure by the Affiliate to perform any of the Affiliate’s obligations under this Agreement and the Marketing and Communication Guidelines but excluding any Losses which result from the Master Affiliate and/or the Licensed Companies own negligence, fraud, wilful misconduct or material breach by the Master Affiliate and/or the Licensed Companies of the terms of this Agreement. 24.2. Without prejudice to the generality of the above, the Affiliate agrees to indemnify and hold harmless the Master Affiliate and/or the Licensed Companies for any Losses suffered as a result of Adverse Action. 24.3. Where any Adverse Action consists of or relates to any derogatory or defamatory statement against the Master Affiliate and /or the Licensed Companies and their affiliates, the Affiliate undertakes to take such remedial action and make such corrective statement as the Master Affiliate may instruct for the purposes of addressing the effect of the Adverse Action, provided always that the Affiliate will not be required to make any statement which is misleading or untrue.
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Related to INDEMNITY AND REMEDIAL ACTION

  • Environmental Remediation Failure to remediate (or pursue the remediation process with due diligence and good faith) within the time period required by law or governmental order, (or within a reasonable time in light of the nature of the problem if no specific time period is so established), environmental problems in violation of Applicable Law related to Properties of the Borrower and/or its Subsidiaries where the estimated cost of remediation is in the aggregate in excess of Seventy-Five Million Dollars ($75,000,000), in each case after all administrative hearings and appeals have been concluded.

  • Investigations and Remediations Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Start Date, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in Paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities.

  • Remedial Actions In the event of Recipient’s noncompliance with section 603 of the Act, other applicable laws, Treasury’s implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 603(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 603(e) of the Act. Hatch Act. Recipient agrees to comply, as applicable, with requirements of the Hatch Act (5 False Statements. Recipient understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or contracts, and/or any other remedy available by law.

  • Remedial Action A. If a represented individual has worked more than one thousand fifty (1,050) hours in the twelve (12) month period from the individual’s original date of hire, the represented individual may request remedial action from the State Human Resources Director in accordance with WAC 357-49. Following the Director’s review of the remedial action request, an individual may file exceptions to the Director’s decision in accordance with WAC 357. B. Remedial action is not subject to the provisions of the grievance procedure specified in Section 5.12, below.

  • Hazardous Materials; Remediation (a) If any release or disposal of Hazardous Materials shall occur or shall have occurred on any real property or any other assets of any Borrower or any other Credit Party, such Borrower will cause, or direct the applicable Credit Party to cause, the prompt containment and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to comply with all Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, each Borrower shall, and shall cause each other Credit Party to, comply with each Law requiring the performance at any real property by any Borrower or any other Credit Party of activities in response to the release or threatened release of a Hazardous Material. (b) Borrower will provide Agent within thirty (30) days after written demand therefor with a bond, letter of credit or similar financial assurance evidencing to the reasonable satisfaction of Agent that sufficient funds are available to pay the cost of removing, treating and disposing of any Hazardous Materials or Hazardous Materials Contamination and discharging any assessment which may be established on any property as a result thereof, such demand to be made, if at all, upon Agent’s determination that the failure to remove, treat or dispose of any Hazardous Materials or Hazardous Materials Contamination, or the failure to discharge any such assessment could reasonably be expected to have a Material Adverse Change. (c) If there is any conflict between this Section 6.10 and any environmental indemnity agreement which is a Financing Document, the environmental indemnity agreement shall govern and control.

  • HAZARDOUS MATERIALS INDEMNITY Lessee covenants, represents and warrants to Lessor, its successors and assigns, (i) that it has not used or permitted and will not use or permit the Leased Premises to be used, whether directly or through contractors, agents or tenants, and to the best of Lessee's knowledge and except as disclosed to Lessor in writing, the Leased Premises has not at any time been used for the generating, transporting, treating, storage, manufacture, emission of, or disposal of any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances as defined in the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980 ("CERCLA"), the Federal Resource Conservation and Recovery Act of 1976 ("RCRA"), or any other federal, state or local environmental laws, statutes, regulations, requirements and ordinances ("Hazardous Materials"); (ii) that there have been no investigations or reports involving Lessee, or the Leased Premises by any governmental authority which in any way pertain to Hazardous Materials (iii) that the operation of the Leased Premises has not violated and is not currently violating any federal, state or local law, regulation, ordinance or requirement governing Hazardous Materials; (iv) that the Leased Premises is not listed in the United States Environmental Protection Agency's National Priorities List of Hazardous Waste Sites nor any other list, schedule, log, inventory or record of Hazardous Materials or hazardous waste sites, whether maintained by the United States Government or any state or local agency; and (v) that the Leased Premises will not contain any formaldehyde, urea or asbestos, except as may have been disclosed in writing to Lessor by Lessee at the time of execution and delivery of this Lease. Lessee agrees to indemnify and reimburse Lessor, its successors and assigns, for: (a) any breach of these representations and warranties, and (b) any loss, damage, expense or cost arising out of or incurred by Lessor which is the result of a breach of, misstatement of or misrepresentation of the above covenants, representations and warranties, and (c) any and all liability of any kind whatsoever which Lessor may, for any cause and at any time, sustain or incur by reason of Hazardous Materials discovered on the Leased Premises during the term hereof or placed or released on the Leased Premises by Lessee; together with all attorneys' fees, costs and disbursements incurred in connection with the defense of any action against Lessor arising out of the above. These covenants, representations and warranties shall be deemed continuing covenants, representations and warranties for the benefit of Lessor, and any successors and assigns of Lessor and shall survive expiration or sooner termination of this Lease. The amount of all such indemnified loss, damage, expense or cost, shall bear interest thereon at the lesser of 15% or the highest rate of interest allowed by law and shall become immediately due and payable in full on demand of Lessor, its successors and assigns.

  • Lessee Remediation Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.

  • Environmental and Safety Matters (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

  • 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.

  • Compliance with and Liability under Environmental Laws (i) The Company and its subsidiaries (a) are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the generation, storage, treatment, use, handling, transportation, Release or threat of Release of Hazardous Materials (collectively, “Environmental Laws”), (b) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (c) have not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (b) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws, including the Release or threat of Release of Hazardous Materials, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (c) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

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