Indemnity Generally Sample Clauses

Indemnity Generally. As a material inducement to each Party to enter into this Agreement, each Party hereby unconditionally and irrevocably covenants and agrees to indemnify, defend, and hold harmless the other Party, its affiliates, successors, and assigns, and all of its and their respective directors, officers, managers, members, partners, agents, employees, and controlling persons (collectively, “Indemnitee”) against any and all claims, liabilities, losses, damages, penalties, actions, judgments, fines, forfeitures, amounts paid in settlement, costs, or expenses, including all reasonable attorneys’ fees, costs, fees and expenses of defense, appeal, and settlement of any proceedings instituted against any Indemnitee, and all costs of investigation in connection therewith actually and reasonably incurred in connection with any claim(s) against any Indemnitee to the extent resulting or arising from or relating to the breaching Party’s or any of its representatives’ material breach of this Agreement or gross negligence, bad faith, or willful misconduct in connection with such breaching Party’s performance (or lack of performance) under this Agreement. Breaching Party further covenants and agrees to make full and timely payment to each and every Indemnitee of any reasonable expenses (including reasonable attorneys’ fees) which such Indemnitee may incur in the enforcement of this Section 9 against such breaching Party.
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Indemnity Generally. Tenant shall defend, pay, indemnify and hold harmless Landlord and its agents, employees, servants and representatives (together, the "Indemnified Parties") from and against any and all claims, demands, injuries, damages, fines, penalties, lawsuits, actions, proceedings, orders, decrees, judgments or liability of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses incurred by any of the Indemnified Parties, including reasonable attorneys' fees and expenses, resulting or arising from or in connection with (i) any accident, bodily injury, death, personal injury of any kind, or property damage arising during the term of this Lease directly or indirectly, out of or from or on account of any occurrence in, upon, at, or about the Project; (ii) any accident, bodily injury, death, personal injury or property damage arising, directly or indirectly, out of or in connection with Tenant's operation of gaming activities or the Casino; (iii) any use, occupancy, non-use, or condition of the Project; and (iv) any failure on the part of the Tenant to perform or comply with any of the terms, covenants and conditions of this Lease.
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Indemnity Generally. Licensee shall indemnify, save harmless and defend the City, its mayor and council, appointed boards and commissions, officers and employees, (collectively “City and its agents”) individually and collectively from all fines, liens, suits, claims, demands, actions, costs of litigation, attorneys' fees, judgments or liability of any kind (“Losses”) (including but not limited to libel, slander, invasion of privacy, unauthorized use of any trademark, trade name or service mark, copyright infringement, injury, death or damage to person or property) arising out of or in any way connected with the installation, construction, operation, maintenance or condition of the System. The City shall give Licensee timely written notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the indemnity of this section, where Licensee is not a party thereto.
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Indemnity Generally. Each Party (the “Indemnitor”) hereby indemnifies and releases and agrees to defend and hold harmless the other Party and its Affiliates and each of its or their directors, officers, managers, employees, attorneys, advisors, and agents and, in the case of Seller, its authorized subcontractors (each, an “Indemnitee”) from and against any and all Claims (but excluding any Claims for which liquidated damages or other remedies are explicitly provided under this Agreement) caused by, resulting from, arising out of, or relating to:‌
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Indemnity Generally. Permittee shall indemnify, defend, and hold harmless City, its officers and employees from all claims arising from death or injury of any person or damage to any property occurring in or about the Property; however, this provision shall not apply to any claim to the extent the claim arises from the sole negligence or willful misconduct of City, its officers and employees.
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Indemnity Generally. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, FOR CLAIMS RESULTING FROM NON-PROFESSIONAL SERVICES, CONSULTANT SHALL INDEMNIFY, PROTECT, DEFEND (WITH COUNSEL APPROVED BY OWNER) AND HOLD HARMLESS INDEMNITEES FROM ALL LIABILITIES, DAMAGES, LOSSES, SETTLEMENTS, LITIGATION AWARDS, EXPENSES AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AT BOTH THE TRIAL AND APPELLATE LEVELS, OR CLAIMS OF LOSSES (COLLECTIVELY, "LOSSES") MADE BY ANY THIRD PERSON OR THIRD PARTY, THAT ARISE OUT OF, OR RESULT FROM, THE FOLLOWING: (A) THE SERVICES OF CONSULTANT OR CONSULTANT’S SUBCONSULTANTS OR (B) ANY PENALTIES OR FINES LEVIED OR ASSESSED FOR VIOLATION OF ANY APPLICABLE LAW ARISING OUT OF CONSULTANT’S OR SUBCONSULTANT’S PERFORMANCE OF THE SERVICES. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, CONSULTANT’S PROMISE OF DEFENSE AND INDEMNITY SPECIFICALLY INCLUDES LOSSES FOUNDED IN PART ON THE ALLEGED NEGLIGENCE (OF ANY KIND) OF ANY INDEMNITEE. HOWEVER, TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, IF THE NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF INDEMNITEE IS THE CAUSE OF THE LOSS, THEN SUCH INDEMNITEE WILL ULTIMATELY BEAR ITS PROPORTIONAL SHARE OF THE LOSS; IN ANY SUCH INSTANCE, THE PERCENTAGE OF NEGLIGENCE OR INTENTIONAL MISCONDUCT ATTRIBUTABLE TO SUCH INDEMNITEE, TO CONSULTANT, OR TO ANY OTHER PERSON OR ENTITY, MAY BE DETERMINED BY A COURT OF COMPETENT JURISDICTION OR OTHERWISE AGREED TO BY SUCH INDEMNITEE AND CONSULTANT IN WRITING. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, WHILE CONSULTANT SHALL DEFEND ALL CLAIMS AGAINST INDEMNITEE IN THE FIRST INSTANCE, SUCH INDEMNITEE SHALL PROMPTLY REIMBURSE CONSULTANT FOR REASONABLE COSTS AND EXPENSES OF DEFENSE (AND INDEMNITY PAID, IF ANY) TO THE FULL EXTENT OF OWNER'S PROPORTIONAL SHARE OF NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT AS DETERMINED IN ACCORDANCE WITH THE PRECEDING SENTENCE OR OTHERWISE AGREED HEREUNDER.
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Indemnity Generally. Tenant shall indemnify, defend, and hold harmless Landlord, its officers and employees from all claims arising from death or injury of any person or damage to any property occurring in or about the Property; however, this provision shall not apply to any claim to the extent the claim arises from the sole negligence or willful misconduct of Landlord, its officers and employees.
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Related to Indemnity Generally

  • Indemnification Generally The Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify, hold harmless and release each Covered Person from and against all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether juridical, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that may accrue to or be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the business and affairs of, or activities undertaken in connection with, the Company, or otherwise relating to or arising out of this Agreement, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines or penalties and counsel fees and expenses incurred in connection with the preparation for or defense or disposition of any investigation, action, suit, arbitration or other proceeding (a “Proceeding”), whether civil or criminal (all of such Claims and amounts covered by this Section 10.3 and all expenses referred to in Section 10.3(c), are referred to as “Damages”), except to the extent that it shall have been determined ultimately that such Damages arose from Disabling Conduct of such Covered Person or that such Covered Person committed a material breach of this Agreement. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement arose from a material violation of this Agreement by, or Disabling Conduct of, any Covered Person.

  • Indemnification - General The Company shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this Agreement and (b) to the fullest extent permitted by applicable law in effect on the date hereof and as amended from time to time. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

  • Indemnification Procedure for Claims of Third Parties Indemnification, with respect to claims resulting from the assertion of liability by those not parties to this Contract (including governmental claims for penalties, fines and assessments), shall be subject to the following terms and conditions:

  • Indemnity Claims A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

  • Indemnification of the Company Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or in any Application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto or in any such Application, which furnished written information, it is expressly agreed, consists solely of the information described in the last sentence of Section 2.3.1. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, or the Prospectus, or any amendment or supplement thereto or any Application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.

  • Determination That Indemnification Is Proper Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote on the matter, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (iv) by independent legal counsel, or (v) by a court of competent jurisdiction.

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

  • Standard of Care; Limitation of Liability; Indemnification (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement.

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

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