Indemnity and Set Off Sample Clauses

Indemnity and Set Off. 11.1 The Vendor covenants and agrees to indemnify and save harmless the Purchaser and each of its officers, directors, agents, affiliates and assignees (including, without limitation, any assignee pursuant to Section 14.11 hereof) (collectively, the "Purchaser Group")from and against any loss, liability, cost, expense or damage, including, without limiting the generality of the foregoing, all costs and expenses (including legal fees incurred in connection with any such loss or damage and in connection with any claim under this Article) suffered, incurred or paid by any member of the Purchaser Group as a result of any breach of or non-compliance with, or untruth of any of the warranties, representations or covenants of the Vendor contained in this agreement, in any schedule hereto, in any documents to be executed and delivered pursuant to this agreement or in any documents executed and delivered in connection with the completion of the transactions contemplated herein. 11.2 The Purchaser covenants and agrees to indemnify and save harmless the Vendor from and against any loss, liability, cost, expense or damage, including, without limiting the generality of the foregoing, all costs and expenses (including legal fees incurred in connection with any such loss or damage and in connection with any claim under this Article) suffered, incurred or paid by the Vendor as a result of any breach of or non-compliance with, or untruth of any of the warranties, representations or covenants of the Purchaser contained in this agreement, in any schedule hereto, or in any documents executed and delivered pursuant to this agreement or in any documents executed and delivered in connection with the completion of the transactions contemplated herein. 11.3 The Purchaser (or any member of the Purchaser Group) or the Vendor, as the case may be, shall give notice to the party (the "Indemnifier") liable to it pursuant to Section 11.1 or 11.2, as the case may be, as soon as reasonably practicable (provided that failure to so timely notify shall not relieve the Indemnifier of its obligations hereunder, except and only to the extent that such Indemnifier is prejudiced by the delay) of any claims asserted by third parties for which the Indemnifier may be liable pursuant to this Article and shall provide reasonable particulars thereof and the Indemnifier shall have the right, at its sole expense, to participate in any negotiations with respect thereto and to dispute and contest any such cl...
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Indemnity and Set Off. (a) The Contractor shall be responsible for and shall indemnify and keep indemnified Aussie and any Related Body Corporate of Aussie against liability for any Claim caused by the Contractor, the Aussie Mortgage Adviser or any Associate: (i) failing to observe any of the provisions of this Agreement; (ii) acting negligently, dishonestly or fraudulently in any way in connection with the Services; or (iii) breaching any Relevant Legislation. (b) The amount of any Claim referred to in clause 4(a) (including without limitation all legal costs incurred by Aussie or any Related Body Corporate of Aussie in defending any Claim or in proceeding against the Contractor pursuant to the indemnity granted in clause 4(a)) which may be paid, suffered, or incurred by Aussie or any Related Body Corporate of Aussie in respect of such Claim shall be made good at the Contractor’s expense and may be deducted from any moneys due or becoming due to the Contractor. (c) The indemnity in this clause 4 survives the termination of this Agreement.
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Indemnity and Set Off. (a) The Contractor shall be responsible for and shall indemnify and keep indemnified CSC and any Related Body Corporate of CSC against liability for any Claim caused by the Contractor or the CSC Credit Representative; (i) failing to observe any of the provisions of this Agreement; (ii) acting negligently, dishonestly or fraudulently in any way in connection with the Services; or (iii) breaching any Relevant Legislation. (b) The amount of any Claim referred to in clause 4(a) (including without limitation all legal costs incurred by CSC or any Related Body Corporate of CSC in defending any Claim or in proceeding against the Contractor pursuant to the indemnity granted in clause 4(a)) which may be paid, suffered, or incurred by CSC or any Related Body Corporate of CSC in respect of such Claim shall be made good at the Contractor’s expense and may be deducted from any moneys due or becoming due to the Contractor. (c) The indemnity in this clause 4 survives the termination of this Agreement.
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Indemnity and Set Off. 1Seller’s Indemnity. The Seller shall indemnify and hold harmless Buyer from and against any and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys’ fees (“Buyer’s Damages”) which arise out of: (i) the breach by Seller of any representation or warranty made pursuant to this Agreement; (ii) the non-performance, partial or total, of any covenant made pursuant to this Agreement; (iii) claims of any type or nature relating to the retention of the Business’ independent contractors or employment of the Business’ employees by Seller or any termination of such independent contractors or employees..
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Indemnity and Set Off. Each of Great Horn, Belitung, Kildonan and Minera Portree (collectively, the "Indemnitors") jointly and severally agree for a period of ten years from the date hereof to indemnify, defend and hold harmless Nayarit Gold and its successors and assigns from and against all losses, liabilities, damages deficiencies, costs or expenses (including reasonable fees and expenses of counsel and agents whether or not litigation has occurred and including the cost of enforcing this section) (collectively "Losses") based upon, arising out of or otherwise incurred in respect of:
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Indemnity and Set Off. 15.1 You agree to indemnify us for all losses and liabilities we incur because: (a) you breach an obligation that you have under this agreement; or (b) of any dispute between you and a cardholder over a transaction; or (c) of any wilful default, negligence, fraud, act or omission by you or any of your agents or representatives relating to this agreement; or (d) of any infringement by you or your agents or representatives of another person’s intellectual property rights; or (e) we process or effect any part of or step relating to a transaction in a foreign currency, except to the extent that we have contributed to the loss or liability through our own negligence, breach or misconduct; or (f) there are excessive chargebacks or fraudulent transactions, as determined by the card schemes or an industry body. 15.2 Subject to the other provisions of this agreement, we agree to indemnify you for any amounts processed in accordance with this agreement, keyed in properly into electronic equipment (where appropriate) and accepted as valid by our electronic banking system, but not paid into your nominated account. 15.3 We need not incur any expense nor make any payment before enforcing a right of indemnity conferred by this agreement. 15.4 This indemnity survives termination of this agreement. 15.5 If you have any liability to us under this clause or any other part of this agreement, we may set off that liability against any liability we have to you.
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Indemnity and Set Off 
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Related to Indemnity and Set Off

  • Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract. b. The Contractor shall defend, indemnify and save harmless the City, its elected or appointed officials, agents and employees from and against any and all liability, suits, damages, costs (including attorney fees), losses, outlays and expenses from claims in any manner caused by, or allegedly caused by, or arising out of, or connected with, this contract, or the work or any subcontract thereunder (the Contractor hereby assuming full responsibility for relations with subcontractors), including, but not limited to, claims for personal injuries, death, property damage, or for damages from the award of this contract to Contractor, notwithstanding any possible negligence, whether sole or concurrent, on the part of the City, its officials, agents and employees. c. The Contractor shall indemnify and hold the City harmless from all wages or overtime compensation due any employees in rendering services pursuant to this agreement or any subcontract, including payment of reasonable attorneys’ fees and costs in the defense of any claim made under the Fair Labor Standards Act, the Missouri Prevailing Wage Law or any other federal or state law. d. The indemnification obligations of Contractor hereunder shall not be limited by any limitations as to the amount or type of damages, compensation or benefits payable by or for the Contractor, under any federal or state law, to any person asserting the claim against City, its elected or appointed officials, agents and employees, for which indemnification is sought. e. The indemnification obligations herein shall not negate, abridge or reduce in any way any additional indemnification rights of the City, its elected or appointed officials, agents and employees, which are otherwise available under statute, or in law or equity. f. Contractor affirms that it has had the opportunity to recover the costs of the liability insurance required in this agreement in its contract price. Contractor’s obligation under this agreement to defend, indemnify, and hold harmless any person from that person’s own negligence or wrongdoing is limited to the coverage and limits of the applicable insurance required of the Contractor under this agreement. g. The Contractor shall indemnify and hold the City harmless for any penalties, fines, fees or costs, including costs of defense, which are charged or assessed by any Federal, state or local agency including, but not limited to, Environmental Protection Agency or Department of Natural Resources.

  • Limitations of Liability and Indemnity ‌ 9.1 In the event the Company provides advice, information or recommendations to the Client, the Company shall not be responsible for the profitability of such advice, information or recommendations. The Client acknowledges that the Company shall not, in the absence of its fraud, willful default or gross negligence, be liable for any losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any information given to the Client including, without limitation, information relating to any Transactions. Subject to the right of the Company to void or close any Transaction in the specific circumstances set out the Operative Agreements, any Transaction following such inaccuracy or mistake shall nonetheless remain valid and binding in all respects on both the Company and the Client. 9.2 The Company shall not be liable for any loss or expense incurred by the Client in connection with, or directly or indirectly arising from: a) any error or failure in the operation of the Trading Platform or any delay caused by the Client Terminal; b) Transactions made via the Client Terminal; c) any failure by the Company to perform any of its obligations under the Operative Agreements as a result of a cause beyond its control; or d) acts, omissions or negligence of any third party. 9.3 The Client shall indemnify the Company and keep the Company indemnified on demand in respect of all liabilities, costs, claims, demands and expenses of any nature whatsoever which the Company suffers or incurs as a direct or indirect result of any failure by the Client to perform any of the Client’s obligations under the Operative Agreements. 9.4 The Company shall in no circumstances be liable to the Client for any consequential special or indirect losses, loss of profits, loss of opportunity (including in relation to subsequent market movements), costs, expenses or damages the Client may suffer in relation to the Operative Agreements, unless otherwise agreed in the Terms of Business.

  • Indemnity and Limitation of Liability (I) The IPTV Operator shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the IPTV Operator, or actual or threatened breach of any terms of this Agreement by the IPTV Operator (including but not limited to breach of any representation and warranty provided by the IPTV Operator to ZEEL). (II) It is expressly understood and agreed between the Parties that ZEEL shall have no liability or obligation whatsoever under this Agreement, towards the IPTV Operator, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of: (a) any defect in any Equipment (including without limitation IRDs / Viewing Cards) attributable to or resulting from any unauthorized/improper use, tampering, negligence or failure to follow ZEEL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEEL, in which event ZEEL shall not be under any obligation to provide IPTV Operator with any other Equipment; (b) any inaction or default on the part of the IPTV Operator, its distributor or installer; (c) any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of ZEEL; (d) deactivation, disconnection, interruption of the Zee Group Channels or termination of this Agreement by ZEEL in accordance with the terms of this Agreement for any reason whatsoever (including without limitation on account of non-payment of Subscription Fee by the IPTV Operator or on account of any other breach of this Agreement by the IPTV Operator); or (e) failure on the part of the IPTV Operator to maintain the licenses and approvals required under applicable Law. (III) The IPTV Operator undertakes that it shall be solely responsible for dealings with the Subscribers and shall be liable for any claims, actions, demands or proceedings by the Subscribers arising out of the actions or omissions of IPTV Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the IPTV Operator shall entitle the Subscriber to receive the Zee Group Channels from ZEEL or create any direct relationship between the Subscriber and ZEEL. (IV) ZEEL shall not be liable to the IPTV Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the IPTV Operator to ZEEL in any given Financial Year.

  • Indemnity and Liability Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

  • Immunity and Indemnification The Trustee shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Trust, or in carrying out any directions by the Grantor or the Agency issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless by the Grantor or from the Trust Fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Grantor fails to provide such defense.

  • Warranty and Indemnity 9.1. The Contractor warrants to the Department that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department will be relying upon the Contractor's skill, expertise and experience in the performance of the Project and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Project and the accuracy of any documents conceived, originated, made or developed by the Contractor as part of this Contract. The Contractor warrants that any goods supplied by the Contractor forming part of the Services will be of satisfactory quality and fit for their purpose and will be free from defects in design, material and workmanship. 9.2. Without prejudice to any other remedy, if any part of the Project is not performed in accordance with this Contract then the Department shall be entitled, where appropriate to: 9.2.1. require the Contractor promptly to re-perform or replace the relevant part of the Project without additional charge to the Department; or 9.2.2. assess the cost of remedying the failure (“the assessed cost”) and to deduct from any sums due to the Contractor the Assessed Cost for the period that such failure continues. 9.3. The Contractor shall be liable for and shall indemnify the Department in full against any expense, liability, loss, claim or proceedings arising under statute or at common law in respect of personal injury to or death of any person whomsoever or loss of or damage to property whether belonging to the Department or otherwise arising out of or in the course of or caused by the performance of the Project. 9.4. Without prejudice to any other exclusion or limitation of liability in this Contract, the liability of the Contractor for any claim or claims under this Contract shall be limited to such sums as it would be just and equitable for the Contractor to pay having regard to the extent of his responsibility for the loss or damage giving rise to such claim or claims etc. 9.5. All property of the Contractor whilst on the Department's premises shall be there at the risk of the Contractor and the Department shall accept no liability for any loss or damage howsoever occurring to it. 9.6. The Contractor shall ensure that it has adequate insurance cover with an insurer of good repute to cover claims under this Contract or any other claims or demands which may be brought or made against it by any person suffering any injury damage or loss in connection with this Contract. The Contractor shall upon request produce to the Department, it's policy or policies of insurance, together with the receipt for the payment of the last premium in respect of each policy or produce documentary evidence that the policy or policies are properly maintained

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