Indemnity by the Lessee Sample Clauses

Indemnity by the Lessee. Subject to OLI’s indemnification obligations under Section 10, the LESSEE shall indemnify and hold harmless OLI and its affiliates, officers, directors, employees and agents from and against any third party claims, suits, proceedings, damages, expenses (including court costs and reasonable attorneys’ fees and expenses), and recoveries, to the extent that any of the foregoing arise out of, are based on, or result from (i) the use or modification of The System by the LESSEE or any Authorized User, (ii) any business decisions, acts or omissions by the LESSEE or any Authorized User in reliance upon or otherwise based upon any data, information, statistics, findings, simulation results and other outcomes obtained or generated by the use of The System by the LESSEE and its Authorized Users , (iii) the willful misconduct or negligent acts of the LESSEE or any Authorized User, and (iv) any failure by the LESSEE or any Authorized User to comply with any of the LESSEE’s obligations hereunder or any applicable laws.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Indemnity by the Lessee. Each member of the Lessee Group agrees jointly and severally to indemnify and hold harmless the Lessor and the Lessor's directors, officers, agents and employees (collectively, the "Indemnified Persons"), against any and all claims, demands and liabilities of whatsoever nature and all costs and expenses relating to or in any way arising out of: 16.1.1. the ordering, delivery, acquisition, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by the Lessee Group of title and registration documents, use, nonuse, misuse, operation, deficiency, defect, transportation, repair, control or disposition of any Vehicle leased hereunder or to be leased hereunder pursuant to a request by the relevant Lessee. The foregoing shall include, without limitation, any liability (or any alleged liability) of the Lessor to any third party arising out of any of the foregoing, including, without limitation, all legal fees, costs and disbursements arising out of such liability (or alleged liability); 16.1.2. all (i) federal, state, county, municipal, foreign or other fees and taxes of whatsoever nature, including but not limited to license, qualification, registration, franchise, sales, use, gross receipts, ad valorem, business, property (real or personal), excise, motor vehicle, and occupation fees and taxes, and all federal, state and local income taxes (including any taxes which are payable by the Lessor as a result of it being a member of the consolidated Lessee Group), and penalties and interest thereon, whether assessed, levied against or payable by the Lessor or otherwise, with respect to any Vehicle or the acquisition, purchase, sale, rental, use, operation, control, ownership or disposition of any Vehicle or measured in any way by the value thereof or by the business of, investment in, or ownership by the Lessor with respect thereto and (ii) documentary, stamp, filing, recording, mortgage or other taxes, if any, which may be payable by the Lessor in connection with this Agreement or the other Related Documents; 16.1.3. any violation by the relevant member of the Lessee Group of this Agreement or of any Related Documents to which such member of the Lessee Group is a party or by which it is bound or any laws, rules, regulations, orders, writs, injunctions, decrees, consents, approvals, exemptions, authorizations or licenses of any governmental or public body or authority and all other requirements having the fo...
Sample 1
Indemnity by the Lessee. 30.2.1 Without limiting the generality of Clause 30.1, the Lessee shall fully indemnify, hold harmless and defend the Lessor and the Lessor Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: (i) failure of the Lessee to comply with Applicable Laws and Applicable Permits; (ii) payment of Taxes required to be made by the Lessee in respect of the income or other taxes of the Lessee’s contractors, suppliers and representatives; or (iii) non-payment of amounts due as a result of materials or services furnished to the Lessee or any of its Contractor which are payable by the Lessee or any of its Contractors. 30.2.2 Without limiting the generality of the provisions of this Article 30, the Lessee shall fully indemnify, hold harmless and defend the Lessor Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Lessor Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual Property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Lessee or by the Lessee’s Contractor in performing the Lessee’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Lessee shall make every reasonable effort, by giving a satisfactory bond or of otherwise to secure the revocation or suspension of the injunction or restraint order if, in any such suit, action, claim or proceedings, the Project, or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Lessee shall promptly make every reasonable effort to secure for the Lessor a licence, at no cost to the Lessor, authorising continued use of the infringing work. If the Lessee is unable to secure such licence within a reasonable time, the Lessee shall, at its own expense, and without impairing the Standards and Specifications, either replace the affected work, or part, or process thereof with non-infringing work or part or process or modify the same so that it becomes non- infringing.
Sample 1
Indemnity by the Lessee. 24.3.1. The Lessee shall keep indemnified, defend and hold harmless, the Authority Indemnified Persons, from and against any and all Damages suffered or incurred or likely to be suffered or incurred by any of the Authority Indemnified Persons, arising out of, or which may arise in connection with (i) any representation, warranty or statement hereunder or under the Bid documents made by the Lessee being (or proving to have been) incomplete, untrue, incorrect or misleading when made; (ii) any claims, demands, suits, litigation and proceedings of any nature in respect of the Project; (iii) any breach of or non-compliance with any covenant, obligation or other term of this Agreement;
Sample 1
Indemnity by the Lessee. The Lessee shall protect, defend and hold harmless the Lessor and the Trustee of the Guaranty Trust, their representatives, agents, employees or contractors and any third party (the “Lessor Indemnified Parties”), from and against any and all liabilities, obligations, lawsuits, actions, claims, fines, judgments, damages or liability for: (i) any damage or injury, disease or death of any Person occurring at the Hotels, at any time as of the Lease Start Date howsoever caused so long as it is not the result of negligence or willful misconduct by the Lessor; (ii) arising from or relating in any way to labor claims by employees, consultants, contractors or subcontractors of the Lessee or for claims in connection with the improvements and generally for work performed or materials delivered to the Lessee or any work performed by or on behalf of the Lessee, whether or not the Lessee obtained permission of the Lessor for such works, labor performed or materials delivered; or (iii) arising from the breach or violation of any legal provision for which the Lessee is liable; or (iv) arising from the misuse by the Lessee, its representatives, agents, employees or contractors of the Hotels or its facilities; or (vi) relating to the payment of any taxes, duties, charges or assessments payable by the Lessee, other than Taxes; or (vii) arising from or relating to any breach of any obligation or condition of this Agreement for which the Lessee is liable.
Sample 1

Related to Indemnity by the Lessee

  • Indemnification by the Loan Parties The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by the Borrower The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

  • Indemnification by the Lenders Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!