Indemnity by. [Wheely]
Indemnity by. [Heartland]
Indemnity by. Aurizon Network for personal injury and property damage
(a) any loss of, damage to or destruction of real or personal property (including property of the End User); or
(b) personal injury to or death of any person, in each case caused by or contributed to (to the extent of the contribution) by:
(c) any breach of this Agreement by Aurizon Network; or
(d) any negligent act or omission of Aurizon Network or Aurizon Network’s Staff in connection with this Agreement.
Indemnity by. The Issuer, The Transferors, Loan Note Issuer And The Receivables Trustee....................................................36 12.
Indemnity by. In the event of consumer, customer, governmental agency, or third party complaints, demands, claims or legal actions alleging illness, injury, death or damage as a result of the consumption or use of any Product arising from ________'s failure to manufacture Product according to Specifications, ____________ shall indemnify, defend and hold Quigley harmless from and against any and all liabilxxx, xoss or damage (including lost profits), cost or expense (including court costs and reasonable attorney's fees), arising out of, resulting from or in any way connected with such complaint, demand, or claim. ____________ shall assume full responsibility for, and pay the expense of, the investigation, defense, legal fees, settlement costs and payment of all such complaints, demands, claims and legal actions, provided that Quigley may, at its expense, participate in any xxxxx action through counsel of its own choice. Quigley shall promptly notify _____________ of any such complaint, demand, claim or legal action and cooperate fully in the defense thereof.
Indemnity by. BORROWER Borrower shall indemnify, save, and hold harmless, Lender and its directors, officers, agents, attorneys, and employees (collectively, the "indemnitees") from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any indemnitee if the claim, demand, action or cause of action directly or indirectly relates to the Loan Agreement and the other Loan Documents issued pursuant thereto, the use of proceeds of the Loans, or the relationship of Borrower and Lender under this Loan Agreement or any transaction contemplated pursuant to this Loan Agreement; (ii) any administrative or investigative proceeding by any Governmental Authority directly or indirectly related to a claim, demand, action or cause of action described in clause (i) above; and (iii) any and all liabilities, losses, costs, or expenses (including reasonable attorneys' fees and disbursements) that any indemnitee suffers or incurs as a result of any of the foregoing; provided, however, that Borrower shall have no obligation under this Section 5.18 to Lender with respect to any of the foregoing arising out of the negligence or willful misconduct of Lender or its assignees or the breach by the Lender or its assignees of this Loan Agreement or any other Loan Document or other document executed in connection with any of the aforesaid, the breach by Lender or its assignees of any agreement or commitment with other parties, the violation or alleged violation of any law, rule or regulation by Lender or its assignees, or from the transfer or disposition by Lender of any Debenture or the Common Stock issued upon conversion. If any claim, demand, action or cause of action is asserted against any indemnitee, such indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower's obligations under this Section unless such failure materially prejudices Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. In the event that such indemnitee's failure to properly notify the Borrower materially prejudices Borrower's right to participate in the contest of such claim, demand, action, or cause of action, then said indemnitees shall have no right to receive, and Borrower shall have no obligation to pay, any indemnification amounts hereunder. Borrower may elect to defend any such claim, demand, action or cause of action (at its own expense) asserted aga...
Indemnity by. “Buyer”. In addition to the Special Indemnity of Buyer set forth in Section 8.4 of this Agreement, Buyer agrees to indemnify, defend, protect and hold Seller, its member(s) and agents harmless for, from and against, any and all (i) claims sustained directly or indirectly by Seller or its member(s) or agents based on Buyer’s ownership, use or operation of the assets or assumed Liabilities after closing, and (ii) breach of any of Buyer’s representations, warranties, and covenants made under this Agreement. Buyer agrees to pay Seller’s and each member’s or agent’s attorney fees and costs of defense and to indemnify Seller and its members and agents against all such liabilities that arise after the date of closing or are based on the ownership of the Personal Property or Real Property after the date of closing.
Indemnity by. Except as otherwise limited in this Agreement, shall indemnify EBS, its Affiliates, and their respective officers, directors, employees, representatives and agents from, defend against and hold each of them harmless from, all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action, and in connection therewith, all reasonable costs, losses, liabilities, damages or expenses of any kind, including legal fees prior to and at trial and on appeal (collectively, the “Indemnified Claims”) which may be incurred by or asserted against or involve any of them solely as a result of or arising out of:
(a) the operations and business of ; and
(b) any failure by to perform its obligations under this Agreement.
Indemnity by. [West End]
Indemnity by. [ ] shall indemnify and hold Supplier and its Affiliates and their respective officers, directors and employees harmless from and against any and all liability, damage, loss, cost or expense (including attorney's fees and expenses) arising out of or resulting from any third party claims made or suits brought against any of such parties which arise or result (a) from [ ]'s use or sale of Product or (b) from the breach by [ ] of any of [ ]?s representations, warranties, covenants and agreements under this Agreement, except to the extent such liability, damage, loss, cost or expense arises out of or results from the breach by Supplier of any of Supplier?s representations, warranties, covenants and agreements under this Agreement, or from the negligence or willful misconduct of Supplier.
