Indemnity by Xxxxxxxxx Sample Clauses

Indemnity by Xxxxxxxxx. Subject to this Section 20 and the exclusions and limitations of liability elsewhere in this Agreement, including Section 17.7 and 17.8, the Custodian will indemnify the Client against any direct Losses incurred by the Client, in each case, to the extent such Losses result from the negligence, wilful default or fraud of the Custodian (or that of its Subcustodians or Delegates) in the discharge of the Custodian’s duties under this Agreement.
Sample 1Sample 2Sample 3See All (16)
AutoNDA by SimpleDocs
Indemnity by Xxxxxxxxx. Xxxxxxxxx shall indemnify, defend and hold ---------------------- harmless AACA and each affiliate of AACA from and against the following, any one of which shall be deemed to be an "AACA indemnifiable loss" under this Agreement:
Sample 1Sample 2
Indemnity by Xxxxxxxxx. In addition to Purchaser's obligations and Xxxxxx's remedies provided elsewhere in this REPA, Purchaser indemnifies Seller for Damages suffered by Seller, where Seller suffered Damages:
Sample 1
Indemnity by Xxxxxxxxx. To the fullest extent permitted by law, Sungevity will indemnify you against, and hold you harmless from, any and all losses, claims, damages, liabilities and related expenses (including all reasonable fees, costs and expenses of counsel), incurred by you or asserted against you by any third party arising out of, in connection with, or as a result of our, or our subcontractors’, gross negligence or willful misconduct. We will not be required to indemnify you for your own gross negligence or willful misconduct. This indemnity obligation will survive termination or expiration of this Contract.
Sample 1
Indemnity by Xxxxxxxxx. The Locksmith must immediately advise the Association in writing of any action, proceeding, suit, claim or demand brought or made against it or in respect of which it or the Association may become liable arising out of the production and sale of Products by the Locksmith. The Locksmith hereby indemnifies and agrees to keep the Association indemnified against any such action, proceeding , suit, claim or demand arising out of that part played by the Locksmith in the production and sale of Products by the Locksmith and against any damage, loss, cost or expense suffered or incurred by the Association as a direct or indirect consequence thereof.
Sample 1
Indemnity by Xxxxxxxxx. Xxxxxxxxx will defend and indemnify Client, to the extent a claim, demand, suit or proceeding is made or brought against Client by a third party alleging the Deliverables infringes or misappropriates such third party’s patent, copyright, trademark or trade secret. Notwithstanding the foregoing, in no event shall Blackswan have any obligations or liability under this Section arising from: (i) use of any of the Deliverables in a manner not anticipated by the Agreement or in combination with materials not furnished by Blackswan; or
Sample 1
Indemnity by Xxxxxxxxx. Except as provided in Section 7.03, Developer shall indemnify, defend (with counsel reasonably acceptable to City), and hold harmless City and City’s Representatives from and against any and all claims, liabilities, obligations, orders, damages, fines, penalties, and expenses (including, but not limited to, attorneys’ fees and costs) to the extent arising from the negligence or willful misconduct of Developer or Developer’s Representatives in connection with Developer’s activities contemplated by this Agreement, except to the extent such claims, liabilities, obligations, orders, damages, fines, penalties, or expenses arise from the negligence or willful misconduct of City or City’s Representatives.
Sample 1
AutoNDA by SimpleDocs
Indemnity by Xxxxxxxxx. The Locksmith must immediately advise the Association in writing of any action, proceeding, suit, claim or demand brought or made against it or in respect of which it or the Association may become liable arising out of the development of DC-1 Restricted Key Systems, sale of Products by the Locksmith and use of those systems and products by the Locksmith's customers. The Locksmith hereby indemnifies and agrees to keep the Association indemnified against any such action, proceeding, suit, claim or demand arising out of that part played by the Locksmith in the development of DC-1 Restricted Key Systems, sale of Products by the Locksmith and use of those systems and products by the Locksmith's customers and against any damage, loss, cost or expense suffered or incurred by the Association as a direct or indirect consequence thereof.
Sample 1

Related to Indemnity by Xxxxxxxxx

  • Indemnification by Xxxxxxxx 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.

  • Reimbursement by Xxxxxxx To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under paragraph (a) or (b) of this Section 9.03 (including, for the avoidance of doubt, fees, costs and expenses of the Approved Third-Party Appraiser incurred pursuant to Section 5.12(b)(ii)(F) hereof in excess of the annual cap described therein (provided that prior to incurring expenses in excess of the annual cap described therein at any time no Event of Default shall exist, the Administrative Agent shall have afforded the Lenders an opportunity to consult with the Administrative Agent regarding such expenses), (i) each Lender severally agrees to pay to the Administrative Agent and such Issuing Bank, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount and, (ii) each MulticurrencyRevolving Lender severally agrees to pay to the applicable Issuing Bank or Swingline Lender such Revolving Lender’s Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity is sought); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or such Swingline Lender in its capacity as such.

  • Indemnification by Xxxxx Xxxxx agrees to indemnify and hold harmless each of the Fund and the Manager, each of their directors, trustees, members, each of their officers who signed the Registration Statement, and each person, if any, who controls the Fund or the Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Fund or the Manager within the meaning of Rule 405 under the Securities Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 10, as incurred, but only with respect to (i) any failure by Xxxxx to comply with the prospectus delivery requirements applicable to Placement Shares and (ii) any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Manager by Xxxxx expressly for use in the Registration Statement (or any amendment thereto), any sales material, or any Prospectus (or any amendment or supplement thereto). The Fund and the Manager acknowledge that Xxxxx has not furnished any information to the Fund for inclusion in the Prospectus.

Time is Money Join Law Insider Premium to draft better contracts faster.