Indemnity of Company. The Company shall indemnify and hold harmless the members of the Company against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Company or any of its members.
Indemnity of Company. The Company agrees to indemnify and hold harmless the Investors, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the Company to comply with any covenant or agreement made by the Company herein or in any other document furnished by the Company to any of the foregoing in connection with this transaction.
Indemnity of Company. The Executive agrees to indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of litigation, arising out of or in connection with any violation of this Agreement by the Executive.
Indemnity of Company. Company hereby indemnifies and agrees to hold harmless Consultant and his heirs and assigns (each an “Indemnified Person”) from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature as a result of a Claim of a third party (collectively, the “Third Party Claims”), which may be imposed on, incurred by or asserted against any Indemnified Person arising in connection with the subject matter hereof (including, without limitation, the defense of any Indemnified Person’s actions and/or inactions in connection with the subject matter hereof), unless such Third Party Claims were the result of the gross negligence or willful conduct of the Consultant.
Indemnity of Company. The Purchaser and Access Integrated hereby agree to defend, indemnify, hold harmless and reimburse the Company from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) that shall be caused by or related to or shall arise out of: (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of the Purchaser or Access Integrated contained in this Agreement; (b) any breach of any covenant or agreement of the Purchaser or Access Integrated contained in this Agreement and in any certificate delivered by Purchaser and/or Access Integrated pursuant hereto; and (c) any failure by the Purchaser and Access Integrated to satisfy the Assumed Liabilities and the operation of the Business (exclusive of the Retained Assets and Retained Liabilities) after Closing, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party), whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. The Purchaser and Access Integrated further agree that they shall not, without the prior written consent of the Company, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 8.4 from all liability arising out of such claim, action, suit or proceeding.
Indemnity of Company. 17.1.1 Without prejudice to Section 17.3, to the fullest extent permitted by Applicable Law and except as specified otherwise elsewhere in this Agreement (including at Section 11.1), the Company shall defend, indemnify and hold harmless Macquarie, its Affiliates, and its and their respective Representatives from and against any Liabilities directly or indirectly arising out of:
Indemnity of Company. BOAT OWNER, FOR ITSELF AND ITS GUESTS, INVITEES, EMPLOYEES, AGENTS, HEIRS, SUCCESSORS AND ASSIGNS, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD COMPANY AND COMPANY’S EMPLOYEES AND AGENTS HARMLESS FROM: (I) ANY AND ALL LIABILITY FOR LOSS OR DAMAGE TO THE BOAT, ITS GEAR, EQUIPMENT AND CONTENTS FOR ANY REASON, INCLUDING COMPANY EQUIPMENT FAILURE; (II) ANY AND ALL LOSS, DAMAGE, LIABILITY, LEGAL ACTION OR CLAIM, OF ANY NATURE, ARISING FROM THE BOAT; AND (III) ANY AND ALL LOSS, DAMAGE, LIABILITY, LEGAL ACTION OR CLAIM OF ANY NATURE ARISING OUT OF BOAT OWNER’S USE OF THE BOAT AND THE MARINA FACILITIES, THE PRESENCE OF BOAT OWNER’S BOAT, CAR OR PERSONAL PROPERTY AT THE MARINA, OR THE MOVING OF THE BOAT, EXCEPT TO THE EXTENT THAT SUCH LOSS OR DAMAGE IS THE RESULT OF COMPANY’S GROSS NEGLIGENCE, WILLFUL OR WANTON MISCONDUCT. BOAT OWNER’S INDEMNITY, HOLD HARMLESS, AND DEFENSE OBLIGATIONS SHALL APPLY EVEN IN INSTANCES WHERE LESSOR OR ANY THIRD-PARTY IS NEGLIGENT.
Indemnity of Company. Indemnitor hereby agrees to hold harmless and indemnify the Company to the fullest extent permitted by law, as such may be amended from time to time, if the Company shall be a party to or participant in any Proceeding (as hereinafter defined) in connection with any of the Claims, subject to the terms of this agreement. Provided Indemnitor has approved in writing any and all costs and expenses presented to it in writing for indemnification, the Company shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines, equity in the Company and amounts paid in settlement actually and reasonably incurred by it, or on its behalf, in connection with such Proceeding or any claim, subject to the terms of this Agreement. The Company acknowledges and agrees that no binding settlement of any claim or any Proceeding subject to this Agreement shall be entered into by the Company with respect the Claims without Indemnitor’s prior written consent in each instance.
Indemnity of Company. Indemnitor hereby agrees to hold harmless, reimburse and indemnify the Company to the fullest extent permitted by law, as such may be amended from time to time, from and against any and all Liabilities, including any Losses or Expenses incurred by the Company in connection therewith. The Company acknowledges and agrees that no binding settlement of any obligation, liability, claim or Proceeding subject to this Agreement shall be entered into by the Company with respect the Liabilities without Indemnitor’s prior written consent in each instance.
Indemnity of Company. M.I.T. warrants that it has the right to enter into this license agreement.
