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. 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. 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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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:‌ (a) any act or incident related to any Carbon-Free Energy sold and purchased hereunder occurring at any time when such Carbon-Free Energy is deemed for purposes of this Agreement to be under the Indemnitor’s possession and control; (b) any gross negligence or willful misconduct of the Indemnitor or any of its Affiliates or any of its or their directors, managers, officers, employees, subcontractors of any tier, or agents in connection with this Agreement; and (c) any Governmental Charges that are the responsibility of the Indemnitor pursuant to Article 6 or Article 14.
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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. 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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Related to Indemnity Generally

  • Indemnification Generally (a) The Indemnifying Persons shall indemnify the Indemnified Persons from and against any and all Losses arising from or in connection with any Event of Indemnification. (b) Any Losses arising from a Parent Event of Indemnification shall be paid from the Escrow Fund (as defined in the Indemnity Escrow Agreement), provided that the indemnification obligations of the Stockholder after the Closing shall be limited to the amounts deposited in the Escrow Fund; and (other than in connection with Fraud Claims, Tax, Title or Environmental Claims, or SWI Distribution Liability Claims (each as defined below)). To the extent applicable, a Parent Event of Indemnification shall be effected in accordance with the terms and conditions of the Indemnity Escrow Agreement. (c) The indemnification obligations of the Parent Indemnifying Parties shall be limited to $10,000,000. (d) No payment for Losses shall be made until the aggregate amount of Losses incurred by an Indemnified Person exceeds $250,000 after which point the Indemnifying Persons shall indemnify the Indemnified Persons for all accrued Losses, including the first $250,000 of such Losses. (e) Notwithstanding any of the foregoing, nothing contained in this Section 8.2 shall in any way limit, impair, modify or otherwise affect the rights of the Indemnified Persons (including rights available under the Securities Act or the Exchange Act) nor shall there be any limitation of liability of Indemnifying Persons in connection with any of such rights of the Indemnified Persons (A) to bring any claim, demand, suit or cause of action otherwise available to the Indemnified Persons based upon (i) an allegation or allegations that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement, the Certificate of Merger or the Related Agreements and the transactions contemplated hereby or thereby ("Fraud Claims"), (ii) any alleged breach of any of the representations or warranties contained in Sections 3.1(c), 3.1(g), 3.1(p) or 3.2(a) (a "Title, Tax or Environmental Claim"), or (iii) the SWI Distribution Liability ("SWI Distribution Liability Claims") or (B) to enforce any judgment of a court of competent jurisdiction which finds or determines that the Company and/or the Indemnifying Persons, or any of them, had an intent to defraud or made a willful misrepresentation or omission of a material fact in connection with this Agreement or the Certificate of Merger and the transactions contemplated hereby or thereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, the indemnification obligations of the Stockholder Indemnifying Parties after Closing pursuant to this Section 8.2(e) shall be limited to an aggregate total of $10,000,000, including the amounts deposited in the Escrow Fund.

  • Indemnity/Hold Harmless The Union agrees to indemnify and hold the District harmless against any and all liabilities (including reasonable and necessary costs of litigation) arising from any and all claims, demands, suits, or other actions relating to the District's compliance or attempted compliance with either this Article or the requests of the Union pursuant to this Article, or relating to the conduct of the Union in administering this Article. The Union shall have the right to determine and decide all matters relating to settlement and conduct of litigation with respect to this Article. In no case shall District funds be involved in any remedy relating to this Article. Any underpayments to the Union resulting from the District's failure to make a required deduction shall be remedied by additional deductions from the affected employee(s). Any overpayments to the Union resulting from excessive deductions shall be remedied either by refund from the Union to the affected employee(s) or by a credit against future payments by the affected employee(s).

  • 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.

  • Property Generally Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, subject only to Liens permitted by Section 7.02 and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

  • 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.

  • INSURANCE and INDEMNIFICATION REQUIREMENTS See Exhibit C, attached hereto, for insurance requirements for this Agreement. The COUNTY’S insurance requirements are a material provision to this Agreement.

  • Indemnification/Hold Harmless As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

  • Indemnification of the Company Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities 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 the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, the Underwriters’ Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the Pricing Disclosure Package or 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.

  • 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 (a) Parent agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

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