Indemnity of Parties a. S ubscribing Group. Neither Subscribing Group nor its agents, servants or employees, nor any Member is the agent or representative of AvMed, and none of them will be liable for any acts or omissions of AvMed, its agents or employees, or of a participating Hospital or a Participating Physician, or any other person or organization with which AvMed has made or hereafter will make arrangements for the performance of services under this Contract.
Indemnity of Parties a. M embers. Members will not be liable to AvMed or Participating Providers except as specifically set forth herein, provided all procedures set forth herein are followed.
Indemnity of Parties. Each the Company and Lender agrees to defend, indemnify and hold harmless the other Party from and against, and to reimburse them with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (collectively the “Losses”) asserted against or incurred by either Party by reason of, arising out of, or in connection with any material breach of any representation, warranty or covenant contained in this Agreement made by either Party or in any document or certificate delivered by either Party pursuant to the provisions of this Agreement.
Indemnity of Parties. Contractor shall defend, save and hold harmless County, its officers, agents, and employees from all claims, suits or actions of whatever nature resulting from or arising out of the activities of Contractor or its subcontractors, agents or employees under this Contract. County and its duly authorized representatives shall have access to the books, documents, papers and records of contractor which are directly pertinent to the specific contract for the purpose of making audits, examination, excerpts and transcripts.
Indemnity of Parties. BRI was organized in accordance with the laws of the State of Colorado on April 9, 1998 and has an authorized capitalization of 20,000,000 shares of no par value common stock and 5,000,000 shares of non-voting preferred stock, of which 1,230,000 shares of common stock are outstanding. CEI was incorporated in accordance with the laws of the State of Nevada on November 13, 2000. CEI's capitalization is 50,000,000 shares of $0.001 par value of common stock and 1,000,000 shares of $0.001 par value of preferred stock. CEI's outstanding shares upon the merger shall be 685,000 of common stock.
Indemnity of Parties. RTP was organized in accordance with the laws of the State of Arizona on December 21, 2000 and has an authorized capitalization of 1,000 shares of no par value common stock, of which 1,000 shares of common stock are outstanding. CEI was incorporated in accordance with the laws of the State of Colorado on April 9, 1998. CEI's capitalization is 20,000,000 shares of no par value of common stock and 5,000,000 shares of non-voting preferred stock. CEI's outstanding shares upon the merger shall be 1,505,000 of common stock.
Indemnity of Parties. CRI was organized in accordance with the laws of the State of Arizona on January 20, 1999 and has an authorized capitalization of 25,000,000 shares of no par value common stock, of which 18,513,000 shares of common stock are outstanding. CEI was incorporated in accordance with the laws of the State of Colorado on April 9, 1998. CEI's capitalization is 20,000,000 shares of no par value of common stock and 5,000,000 shares of non-voting preferred stock. CEI's outstanding shares upon the merger shall be 1,505,000 of common stock.
Indemnity of Parties. 13.01 Seller and the Principals, jointly and severally, hereby agree to indemnify, defend and hold harmless Buyer and its respective successors, assigns, employees, representatives, officers, directors and agents (hereinafter collectively referred to as “Buyer’s Parties”) from and against any and all costs, losses, liabilities, damages, lawsuits, claims, demands, expenses, obligations, recoveries and deficiencies, including, without limitation, interest and penalties (“Claims”), in connection with or arising out of or resulting from or incident to:
(i) any breach of any covenant, indemnity, obligation, agreement, representation, warranty or the misrepresentation or inaccuracy of any representation or warranty made by Seller in this Agreement, its exhibits, schedules, or in any written statement or certificate furnished by Seller, pursuant to this Agreement or in connection with the transactions contemplated by this Agreement,
(ii) the Retained Assets or the Retained Liabilities, or any other obligations that do not constitute Liabilities assumed by Buyer from the operation of the CF Business by Seller prior to the Closing; and
(iii) including also in each instance, and without limitation, all reasonable costs and expenses of investigating and defending any Claim at any time arising (and any lawsuit instituted asserting such Claim and appeal therefrom) and costs incurred in connection therewith, whether or not such Claim is ultimately defeated, and including also any amounts paid incident to any compromise or settlement of any such Claim.
13.02 Buyer and Bancorp, jointly and severally, hereby agree to indemnify, defend and hold harmless Seller and its respective successors, assigns, employees, representatives, officers, directors and agents and the Principals and their respective heirs, executors and assigns (hereinafter collectively referred to as “Seller’s Parties”) from and against any and all Claims in connection with or arising out of or resulting from or incident to:
(i) any breach of any covenant, indemnity, obligation, agreement, representation, warranty or the misrepresentation or inaccuracy of any representation or warranty made by Buyer in of this Agreement its exhibits, schedules or in any written statement or certificate furnished by Buyer pursuant to this Agreement or in connection with the transactions contemplated by this Agreement;
(ii) the Assets or the Liabilities or conduct of Buyer of the CF Business from and after the Closing; and
(iii...
Indemnity of Parties. BDM was organized in accordance with the laws of the State of Arizona on December 21, 2000 and has an authorized capitalization of 1,000 shares of no par value common stock, of which 1,000 shares of common stock are outstanding. CEI was incorporated in accordance with the laws of the State of Colorado on April 9, 1998. CEI's capitalization is 20,000,000 shares of no par value of common stock and 5,000,000 shares of non-voting preferred stock. CEI's outstanding shares upon the merger shall be 1,505,000 of common stock.
Indemnity of Parties. SRI was organized in accordance with the laws of the State of Arizona on June 7, 2000 and has an authorized capitalization of 25,000,000 shares of no par value common stock, of which 4,000 shares of common stock are outstanding. CEI was incorporated in accordance with the laws of the State of Colorado on April 9, 1998. CEI's capitalization is 20,000,000 shares of no par value of common stock and 5,000,000 shares of non-voting preferred stock. CEI's outstanding shares upon the merger shall be 1,505,000 of common stock.
