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. 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.
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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:
Sample 1
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.
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Indemnity Damages. (a) Licensee, its successors and assigns, shall indemnify, defend and hold the Municipality, its employees, officers, elected and appointed officials, boards, commissions, agents and contractors (the “Indemnified Parties”) harmless from and against all injury, loss, damage, liability, costs, penalties, suits, injury, claim, demand, judgment, liability, damage or expenses, including without limitation reasonable attorneys’ fees and costs of any kind arising directly or indirectly out of or resulting from (i) any act by, omission by, or negligence of Licensee or its contractors or subcontractors, or its carriers, or the officers, agents, or employees of any of them, while engaged in the performance of the work or conduct of the activities authorized by this Agreement, or resulting directly from the placement, installation, construction, maintenance, operation and removal of Facilities, Poles or Licensee’s Use in the ROW, or otherwise in the performance of this Agreement; and (ii) any accident, damage, death or injury to any Licensee contractor, subcontractor, or its carrier, or any officer, agent or employee of either of them, while engaged in the performance of the work, or while conducting the activities authorized by this Agreement, or for any reason connected with the performance of the work or conduct of the activities authorized by this Agreement, or arising from liens or claims for services rendered or labor or materials furnished in or for the performance of the work authorized by this Agreement; and (iii) any accident, damage, death or injury, to real or personal property and person(s) that occurs in, upon or is in any way connected with the work or activities authorized by this Agreement to the extent caused by Licensee; and (iv) any violation by Licensee of the terms and conditions hereof or any permit or approval issued by the Municipality in connection with the Facilities, Poles, or Licensee’s Use pursuant hereto, or any misrepresentation made by Licensee in this Agreement or in any document given by Licensee in connection with this Agreement; and (v) any claims that any Facilities or Licensee’s Use infringes a patent, copyright, trade secret, or other property right of a third party. Licensee shall not be obligated to hold harmless, defend or indemnify Municipality for any injury, claims, demands, judgments, liabilities or damage to the extent that they are due solely to the gross negligence or willful misconduct of Municipality, or any of its ...
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
Sample 1
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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.
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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 and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

  • 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:

  • 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.

  • 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.

  • 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.

  • Payment of Damages The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 10 days as and when reasonably specific bills are received or loss, liability, claim, damage or expense is incurred and reasonable evidence thereof is delivered. In calculating any amount to be paid by an indemnifying party by reason of the provisions of this Agreement, the amount shall be reduced by all reimbursements (including, without limitation, insurance proceeds) credited to or received by the other party related to the Damages.

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

  • Consequential Damages Waiver NEITHER PARTY SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, LOSS CAUSED BY THE INTERRUPTION, TERMINATION OR DELAYED OPERATION OF THE INTERNET, THIRD-PARTY TELECOMMUNICATION SERVICES OR THIRD-PARTY SECURITY FEATURES OR SYSTEMS, EXCEPT AS REQUIRED BY LAW. EXCEPT FOR CUSTOMER’S BREACH OF SECTION 1.4 (USE RESTRICTIONS) OR EITHER PARTY’S UNLAWFUL OR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY IN ADVANCE, SUFFERED BY ANY PARTY OR ANY PARTY CLAIMING ON BEHALF OF OR THROUGH THE OTHER PARTY, OR ANY OTHER THIRD PARTY RESULTING FROM OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF.

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