INDEMNITY AND UNDERTAKING Sample Clauses

INDEMNITY AND UNDERTAKING. 7.11.1 The Tenant hereby indemnifies the Landlord against, and undertakes to pay to the Landlord an amount equal to, any claim proved against the Landlord by anyone for any loss, damage or injury suffered in or on the premises or in consequence of any act or omission by the Tenant or the Tenant’s servants or agents and all costs incurred in respect thereto of whatever nature, specifically, but without deviating from the generality of the aforegoing, the costs incurred in any litigation as and when such costs become due and payable.
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INDEMNITY AND UNDERTAKING. 19.1 The CP may permit End Users to use the Services provided that the CP shall be responsible, and remain responsible, for ensuring that:
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INDEMNITY AND UNDERTAKING. 14.1 KCOM’s obligations under this Agreement shall be solely to the CP and except if and to the extent caused by any act and/or omission caused by KCOM the CP agrees to fully indemnify, defend and hold harmless KCOM against any and all liabilities, claims and costs (including legal costs) arising from any and all claims by any Third Party in connection with the Services.
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INDEMNITY AND UNDERTAKING. The undersigned covenants and agrees to indemnify and save harmless the Corporation, its successors and assigns from any and all claims and losses arising as a result of the loss or misplacing of the share certificate[s] referred to above; and if [thatv OR wthose] share certificate[s] [isv OR ware] found, to surrender [itv OR wthem] to the Corporation or its duly authorized representative. — Per: NAME: TITLE: APPENDIX “C” INSTRUMENT OF TRANSFER To: DNA GENOTEK INC. (the “Company”) And To: The Directors of the Company The undersigned, «Name_of_Shareholder», hereby assigns and transfers «Shares» Class “A” Common Shares of the Company held by the undersigned to 7924569 Canada Inc., standing in the undersigned’s name on the books of the Company and represented by certificate no. «Certificate» herewith, and hereby irrevocably constitutes and appoints any officer of the Company attorney-in-fact to transfer such shares on the books of the Company with full power of substitution in the premises. Dated effective: , 2011. WITNESS: «Name_of_Shareholder» APPENDIX “D” OPTION CANCELLATION NOTICE TO: DNA GENOTEK INC. (the “Company”) AND TO: 7924569 CANADA INC. (the “Offeror”) RE: Notice regarding options granted pursuant to the Company’s Stock Option Plan (such options, the “Options”; such plan, the “Plan”) I, the undersigned, hereby acknowledge that the Company has entered into a support agreement dated as of July 25, 2011 with the Offeror (the “Support Agreement”), pursuant to which the Offeror has offered to acquire all of the issued and outstanding Class “A” common shares of the Company (the “Common Shares”) at a price of CAD$1.6553 per Common Share (the “Offer”). I further understand and acknowledge that, in accordance with the Plan, the Board of Directors may declare all unvested Options which I hold to immediately vest in full and to declare all then unexercised Options which I hold under the Plan to be cancelled, and at such time will automatically be converted into the right to receive, subject to the conditions set forth in Section 2.4 of the Support Agreement, in respect of each such cancelled Option held by me, an amount in cash equal to the amount by which CAD$1.6553 exceeds the applicable exercise price per Common Share for each Common Share issuable under such Option, subject to any amounts required by law to be deducted or withheld from such cash payment and the condition that 10% of such cash payment will be deposited in an escrow fund, as security for b...
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INDEMNITY AND UNDERTAKING. In consideration of your acceptance of oral instructions from me over the telephone, fax or implementation of other instructions where transmitted by electronic means in connection with such facilities as may from time to time form part of the Account and Services offered by you in accordance with your policy, I irrevocably and unconditionally agree and undertake to accept the veracity of any such instructions and your implementation of the Account and Services for all purposes whatsoever. I further irrevocably and unconditionally ratify the same and hereby waive any claim against you as a consequence of or in respect of the provision by you of the Account and Services, and not to use, or allow any third party to use the Account and Services on my/our behalf and/or for any fraudulent or unlawful purpose. I confirm that any instructions given by me/us to you using any means may be used as evidence in any court of law or other proceedings of whatsoever nature or in resolving any dispute between us. I further irrevocably and unconditionally agree to indemnify and hold you harmless from and against all liabilities, losses, actions, proceedings, claims, costs, damages and expenses which may be incurred or suffered by you, or made against you, as a consequence of, or in respect of, the provision by you of the Account and the Services. I further agree that you may debit any of my/our accounts with you for all costs, charges, expenses or other amounts which you may incur as a consequence of, or in respect of, the provision of the Account and Services. I agree that you may ignore, or suspend action on, any instructions received from me/us if you, in your absolute discretion, deem it appropriate to do so. I further confirm my understanding that compliance with such instructions and provision of the Services shall be subject to the internal policies of the Bank, which may change from time to time, and the relevant circulars of State Bank of Pakistan. I also confirm that the provision of Account and Services shall also, where relevant and applicable, be governed by the terms and conditions governing my/our existing account with you. I confirm that my / our Mobile Personal Identification Number (MPIN) shall be kept confidential. I shall be liable for any misuse of the same, and agree to indemnify you against all consequences of such misuse. I confirm that all information and data contained in this form is accurate and true and there is no undisclosed material informati...
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INDEMNITY AND UNDERTAKING. The CP may permit End Users to use the Services provided that the CP shall be responsible, and remain responsible, for ensuring that: the End Users comply with the CP’s obligations under this Agreement (so far as applicable), and the terms of the CP's contracts with End Users are not inconsistent with the terms of this Agreement (so far as applicable) and without limiting the generality of the foregoing the CP shall be solely responsible for obtaining from each End User any information, access to premises including, without limitation, the End User's Site and other co-operation needed by KCOM in connection with the provision of the Services. KCOM’s obligations under this Agreement shall be solely to the CP and except if and to the extent caused by any act and/or omission caused by KCOM the CP agrees to fully indemnify, defend and hold harmless KCOM against any and all liabilities, claims and costs (including legal costs) arising from any and all claims by any Third Party or End User in connection with the Services. The CP shall be liable to KCOM for any acts and omissions of Third Parties relating to the use of the Services.
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INDEMNITY AND UNDERTAKING. Pursuant to the Acquisition Agreement, the Vendor agrees to indemnify and hold harmless the Purchaser and the Broad Park Group from and against (and pay the full amount of) any and all losses which are caused by, result from, arise out of or occur in connection with any material breach by the Vendor of any of the warranties given by the Vendor or any other terms of the Acquisition Agreement. The Vendor also agrees to indemnify and hold harmless the Purchaser and the Broad Park Group from and against (and pay the full amount of) any and all losses which are caused by, result from, arise out of or occur in connection with any lien, mortgage, security interest, charge or encumbrance of any nature whatsoever on the Properties being exercised by the holders of such lien, mortgage, security interest, charge or encumbrance. If the Purchaser receives from the Vendor an amount pursuant to any claim in respect of a breach of any of the warranties given by the Vendor and the Purchaser subsequently recovers from a third party a sum which is referable to such a claim, the Purchaser shall forthwith pay to the Vendor such sum it recovered from the third party (net of any costs incurred by the Purchaser in recovering such sum). Reasons for the Acquisition The Company is principally engaged in the operation of department stores in the PRC. The Acquisition is expected to further enhance the Company’s influence in the retail market in the PRC as well as to facilitate the Company to lay a good foundation for a new brand and retail roadmap in the PRC. The Directors believe that the Acquisition will further enhance the Group’s department store business and enrich the revenue stream of the Group. The Acquisition will provide an opportunity for the Company to increase its interests in department store business in the northern parts of the PRC. Accordingly, the Directors believe that it is now an opportune time to proceed with the Acquisition which, upon Completion, will further enhance the Group’s strategy of “multiple presences in a single city” in order to increase market share and enjoy economies of scale and synergy effect within the northern region in the PRC. Based on the above reasons, the Directors (excluding the independent non-executive Directors whose views in relation to the Acquisition Agreement will be contained in the relevant circular) consider the Acquisition Agreement to be on normal commercial terms that are fair and reasonable as far as the Shareholders are co...
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INDEMNITY AND UNDERTAKING. 23.1 You shall be responsible, and remain responsible, for ensuring that:
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INDEMNITY AND UNDERTAKING. 7.1 Our obligations under this Agreement shall be solely to You and You agree forthwith to indemnify defend and hold Us harmless against all liabilities claims and costs (including legal costs) arising from any and all claims by any other party in connection with the Services regardless of cause of action save to the extent that You shall show conclusively within a reasonable period of time that any such claim arises solely and directly as a result of a breach of Our obligations under this Contract; and
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Related to INDEMNITY AND UNDERTAKING

  • Indemnity and Waiver of Claims Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties (defined below) or any of Tenant’s transferees, contractors or licensees. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord or the Landlord Related Parties. Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section 23) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security or protective services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord.

  • Indemnity and Expenses (a) Each Grantor agrees to indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct.

  • 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.

  • 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).

  • 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.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Non Liability and Indemnification 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.

  • REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

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