Indemnity Damages Sample Clauses

Indemnity Damages. For purposes hereof, the term “Indemnity Damages” shall mean all losses, damages, non-speculative lost profits, liabilities, claims, suits, demands, penalties, assessments, remedial costs, fines, obligations, causes of action, expenses, or costs (including litigation expenses and reasonable attorneys fees) with respect to which an indemnification right applies hereunder.
Sample 1
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Indemnity Damages. You agree to indemnify and defend Sweetwater Farms, Xxxxx Xxxx, and its members, officers, managers, agents & employees against all claims, causes of action, damages, judgments, costs or expenses, including attorney fees and other litigation costs, which may in any way arise from (i) your group’s use of, presence upon, or participation in activities provided at the facilities of Sweetwater Farms, or (ii) your breach of your obligations, representations, or warranties in this Agreement. You also agree to pay for all damages to the facilities, animals, or equipment of Sweetwater Farms caused by your group's negligent, reckless, or willful actions.
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Indemnity Damages. A. Transco shall hold harmless, defend and indemnify Customer, its agents, partners, officers, directors, stockholders, lenders, representatives and employees (collectively, "Customer Indemnified Parties") from and against any and all claims, actions, settlements, liabilities, losses, costs, damages, fines, judgments, demands and expenses (including, without limitation, fees and disbursements of counsel incurred by the indemnified parties in any action or proceeding between the indemnifying party and the indemnified parties or between the indemnified parties and any third party or otherwise) (collectively "Claims") for injury to or death of persons or damage to or loss of property incurred by or asserted against any of the Customer Indemnified Parties which are (1) caused by the activities of, or due to the placement of materials by, Transco, its agents, affiliates, officers, directors, representatives, employees, contractors or subcontractors, and/or (2) otherwise resulting from the actions or omissions of Transco, its parent and affiliated companies, and its and their respective agents, officers, directors, representatives, employees, contractors or subcontractors arising out of, relating to or incident to the performance of this Agreement. Customer shall immediately notify Transco in writing of any such Claim for which Transco shall be requested to indemnify the Customer Indemnified Parties hereunder. Notwithstanding the foregoing, Transco shall not be required to hold harmless, defend or indemnify the Customer Indemnified Parties for any environmental Claims which are attributable to the condition of the land upon which the Interconnection is constructed or from activities by any party other than Transco, its parent and affiliated companies, and their respective agents, officers, directors, representatives, employees, contractors or subcontractors on or with respect to such land. B. Customer shall hold harmless, defend and indemnify Transco, its parent and affiliated companies, and its and their respective agents, officers, directors, stockholders, lenders, representatives and employees (collectively "Transco Indemnified Parties") from and against all Claims for injury to or death of persons or damage to or loss of property incurred by or asserted against any of the Transco Indemnified Parties which are (1) caused by activities of, or due to the placement of materials by, Customer, its agents, affiliates, officers, directors, representatives, employees...
Sample 1
Indemnity Damages. Licensee shall indemnify, defend and hold the City, its employees, officers, elected officials, agents and contractors (the “Indemnified Parties”) harmless from and against all injury, loss, damage, liability, costs or expenses arising from any third party claims resulting from Licensee’s Use or Licensee’s breach of this Agreement. Licensee’s indemnity shall not apply to any liability resulting from the negligence or willful misconduct of the City or other Indemnified Party. The City shall give prompt written notice to Licensee of any claim for which the City seeks indemnification. Licensee shall have the right to investigate these claims. Licensee shall not settle any claim without reasonable consent of the City, unless the settlement (i) will be fully funded by Licensee, and (ii) does not contain an admission of liability or wrongdoing by any Indemnified Party. Neither party will be liable under this Agreement for consequential, special, punitive or indirect damages, whether under theory of contract, tort (including negligence), strict liability, or otherwise.
Sample 1
Indemnity Damages. The Client indemnifies the CleanWee Cleaning Services from and against all losses, claims, expenses, Damages and liabilities (including any taxes, fees or costs) which arise out of: (a) any breach of these terms by the Client;or (b) any negligent, fraudulent or criminal act or omission of the Client or itspersonnel.
Sample 1
Indemnity Damages. I agree to indemnify and defend Sweetwater Farms, Xxxxx Xxxx, and its members, officers, managers, agents & employees against all claims, causes of action, damages, judgments, costs or expenses, including attorney fees and other litigation costs, which may in any way arise from (i) my (or the children’s) use of, presence upon, or participation in activities provided at the facilities of Sweetwater Farms, or (ii) my (or the children’s) breach of my (or the children’s) obligations, representations, or warranties in this Agreement. I also agree to pay for all damages to the facilities, animals, or equipment of Sweetwater Farms caused by my (or the children’s) negligent, reckless, or willful actions.
Sample 1
Indemnity Damages. Licensee shall indemnify, defend and hold the Township, its employees, officers, elected officials, agents and contractors (the “Indemnified Parties”) harmless from and against all injury, loss, damage, liability, costs or expenses to the extent arising from any third party claims resulting from Licensee’s Use or Licensee’s breach of this Agreement. Licensee’s indemnity shall not apply to any liability resulting from the negligence or willful misconduct of the Township or other Indemnified Party. The Township shall give prompt written notice to Licensee of any claim for which the Township seeks indemnification. Licensee shall not settle any claim without reasonable consent of the Township, unless the settlement (i) will be fully funded by Licensee, and (ii) does not contain an admission of liability or wrongdoing by any Indemnified Party.
Sample 1
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Indemnity Damages 
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Related to Indemnity Damages

  • Expenses; Indemnity; Damage Waiver (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including in connection with any workout, restructuring or negotiations in respect thereof including, without limitation, actions in connection with this Agreement or the Loans, arising, occurring or continuing subsequent to the Maturity Date (other than any such expenses directly related to a court enforcement action in which the Borrower prevails on the merits in a final and nonappealable judgment). (b) The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; 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 in its capacity as such. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. (e) All amounts due under this Section shall be payable promptly after written demand therefor.

  • Monetary Damages In the event that the Partnership breaches its obligations set forth in Article 2, Article 3, or Article 6 with respect to a Protected Partner the Protected Partner’s sole right shall be to receive from the Partnership, and the Partnership shall pay to such Protected Partner as damages, an amount equal to: (a) in the case of a violation of Articles 3 or 0, xxx xxxxxxxxx xxxxxxx, xxxxx and local income taxes incurred by the Protected Partner or an Indirect Owner as a result of the income or gain allocated to, or otherwise recognized by, such Protected Partner with respect to its Units by reason of such breach; (b) in the case of a violation of Article 0, xxx xxxxxxxxx xxxxxxx xxxxx, and local income taxes incurred by the Protected Partner or an Indirect Owner with respect the Excess Protected Gain incurred with respect to the Gain Limitation Property that is allocable to such Protected Partner under the Partnership Agreement and Section 2.3 hereof (computed without regard to the principles set forth in the parenthetical in the first paragraph of Section 2.1); plus in the case of either (a) or (b), an amount equal to the aggregate federal, state, and local income taxes payable by the Protected Partner or an Indirect Owner as a result of the receipt of any payment required under this Section 4.1. For purposes of computing the amount of federal, state, and local income taxes required to be paid by a Protected Partner (or Indirect Owner), (i) any deduction for state income taxes payable as a result thereof actually allowed in computing federal income taxes shall be taken into account, and (ii) a Protected Partner’s (or Indirect Owner’s) tax liability shall be computed using the highest federal, state and local marginal income tax rates that would be applicable to such Protected Partner’s (or Indirect Owner’s) taxable income (taking into account the character and type of such income or gain) for the year with respect to which the taxes must be paid, without regard to any deductions, losses or credits that may be available to such Protected Partner (or Indirect Owner) that would reduce or offset its actual taxable income or actual tax liability if such deductions, losses or credits could be utilized by the Protected Partner (or Indirect Owner) to offset other income, gain or taxes of the Protected Partner(or Indirect Owner), either in the current year, in earlier years, or in later years).

  • Delay Damages If the Commercial Operation Date is not achieved by the date set forth therefor in Section 3.1(a) (as extended pursuant to Section 3.1(c)), Seller shall pay to Buyer damages for each month from and after such date until the Commercial Operation Date at the rate of $1.50 per kwh of Contract Maximum Amount up to a maximum of twelve (12) months of delay, pro rated for partial months (“Delay Damages”). Delay Damages shall be due under this Section 3.2(a) without regard to whether Buyer exercises its right to terminate this Agreement pursuant to Section 9.3; provided, however, that if Buyer exercises its right to terminate this Agreement under Section 9.3, Delay Damages shall be due and owing to the extent that such Delay Damages were due and owing at the date of such termination. If the Facility has not achieved the Commercial Operation by the date set forth therefor in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)), for any reason, Seller shall have the right to terminate this Agreement at any time after that deadline date (as so extended) until either the Facility achieves the Commercial Operation Date or Buyer terminates this Agreement under Section 9.3 (regardless of whether or not Seller elected to continue to construct the Project). In the event Seller so terminates this Agreement, Seller shall be liable to Buyer on the date of such termination for (x) the entire amount of Delay Damages that would otherwise accrue (or have accrued) by such date plus (y) the undrawn amount of any Development Period Security provided to Buyer by Seller; provided, however, that if Seller terminates this Agreement on the deadline set forth for the Commercial Operation Date in Section 3.1(a) (as the same may be extended in accordance with Section 3.1(c)), Seller shall not be required to pay any Delay Damages hereunder but shall forfeit the Development Period Security. Subject to the foregoing sentence, neither Party shall have any liability to the other Party with respect to a termination of this Agreement by Seller under this Section 3.2(b). Each Party agrees and acknowledges that (i) the damages that Buyer would incur due to Seller’s delay in achieving the Commercial Operation Date would be difficult or impossible to predict with certainty, and (ii) it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Delay Damages and other damages as agreed to by the Parties and set forth herein are a fair and reasonable calculation of such damages. Notwithstanding the foregoing, this Article shall not limit the amount of damages payable to Buyer if this Agreement is terminated by Buyer as a result of Seller’s failure to achieve the Commercial Operation Date. Any such termination damages shall be determined in accordance with Article 9. By the tenth (10th) day following the end of the calendar month in which Delay Damages first become due and continuing by the tenth (10th) day of each calendar month during the period in which Delay Damages accrue (and the following months if applicable), Buyer shall deliver to Seller an invoice showing Buyer’s computation of such damages and any amount due Buyer in respect thereof for the preceding calendar month. No later than ten (10) days after receiving such an invoice, Seller shall pay to Buyer, by wire transfer of immediately available funds to an account specified in writing by Buyer or by any other means agreed to by the Parties in writing from time to time, the amount set forth as due in such invoice. If Seller fails to pay such amounts when due, Buyer may draw upon the Development Period Security for payment of such Delay Damages, and Buyer may exercise any other remedies available for Seller’s default hereunder.

  • Indemnity Consequential Damages and Insurance 18.1 Indemnity 18.1.1 Indemnified Party 18.1.2 Indemnifying Party 18.1.3 Indemnity Procedures 18.2 Consequential Damages 18.3 Insurance 18.3.1 18.3.2 18.3.3 18.3.4 18.3.5 18.3.6 18.3.7 18.3.8 18.3.9 18.3.10 18.3.11

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages. 2. In the event that a portion of the timber sale under this Contract is resold as a result of the Purchaser’s forfeiture and the stumpage rate pursuant to the resold contract is lower than the stumpage rate provided herein, the difference between the original rate and the new rate shall be considered damages and the Purchaser shall be liable to the State for those damages. The State may cause all or part of the Purchaser’s performance bond to be forfeited to recover such damages.

  • Termination Damages If the Term of this Lease is terminated for default, unless and until Landlord elects lump sum liquidated damages described in the next paragraph, Tenant covenants, as an additional, cumulative obligation after any such termination, to pay punctually to Landlord all the sums and perform all of its obligations in the same manner as if the Term had not been terminated. In calculating such amounts Tenant will be credited with the net proceeds of any rent then actually received by Landlord from a reletting of the Premises after deducting all Rent that has not then been paid by Tenant, provided that Tenant shall never be entitled to receive any portion of the re-letting proceeds, even if the same exceed the Rent originally due hereunder.

  • Indemnity/Liability You shall indemnify, and hold harmless RIM, the RIM Group of Companies, RIM's affiliates, suppliers, successors, agents, authorised distributors, (including Airtime Service Providers) and assigns and each of their directors, officers, employees and independent contractors (each a "RIM Indemnified Party") from any damages, losses, costs or expenses (including reasonable lawyers’ fees and costs) incurred by a RIM Indemnified Party, and at the RIM Indemnified Party’s request defend at Your expense any third party claim or proceeding brought against the RIM Indemnified Party, arising from: (a) infringement of patents or other intellectual property or proprietary rights arising from combining with or using any device (other than a BlackBerry Handheld Product), system or service in connection with Your BlackBerry Solution or any portion thereof; or (b) Your breach of this Agreement or any Addendum to this Agreement. No remedy herein conferred upon RIM is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.

  • Special Damages NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL EITHER PARTY OR ANY PERSON IN ITS GROUP BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS (OTHER THAN DAMAGES OR LOST PROFITS CONSTITUTING EXCLUDED LIABILITIES), TO A PERSON WHO IS NOT IN EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 11.17.

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Direct Damages A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER Section 3.5(c), Section 7.3, AND Article 15.

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