Indemnity Provisions. 1. The Company shall indemnify, defend and hold the Underwriter (including any underwriter, dealer or securities dealer associated with the Underwriter), and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Act, free and harmless from and against any and all losses, claims, demands, liabilities, and expenses (including reasonable legal or other expense incurred by each Underwriter and controlling person in connection with defending any claims or liabilities, whether or not resulting in any liability to the Underwriter (or to any controlling person), which the Underwriter or controlling person may incur under the Act or at common law or otherwise, but only to the extent that the losses, claims, demands, liabilities, and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in the Prospectus, or in any amendment or amendments to the Registration Statement or the Prospectus, or in any application or other papers executed by any underwriter or dealer with the written approval of the Company for filing in any state or states in order to qualify the securities covered by this Agreement under the securities laws of those state (the "Blue Sky Application"), or arise out of or are based upon any omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, provided, however, that this indemnity agreement shall not apply to any losses, claims, demands, liabilities, or expenses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or in any amendment or amendments to them or in any Blue Sky Application, or arising out of or based upon the omission or alleged omission to state in these documents a material fact required to be stated in them or necessary to make the statements in them not misleading, which statement or omission was made in reliance upon information furnished to the Company by the Underwriter in writing expressly for use in the Registration Statement or the Prospectus or in any amendment or amendments to them, or was made by the Underwriter in a Blue Sky Application not in reliance upon information furnished by the Company.
2. The foregoing indemnity of the Company in favor of the Underwriter shall not be deemed to prot...
Indemnity Provisions. A. Artist shall, at its sole cost and expense, indemnify and hold City harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively “Claims”) directly or indirectly arising from, related to or connected with, in whole or in part, Artist’s work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Artist or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Artist or Artist’s officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Artist’s subcontractors or suppliers of any tier, or if any officers, agents, Artists, employees or representatives of Artist or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Artist or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively “Acts and Omissions”).
B. Artist shall, at its sole cost and expense, defend from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not City, Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions.
C. Artist’s duty to defend shall arise only ...
Indemnity Provisions. Consultant agrees to indemnify and hold Contractor harmless and will defend Contractor against any and all loss, liability, damage, claims, demands or suits and related costs and expenses, including attorneys fees, that arise, directly or indirectly, from acts or omissions of Consultant, or from Consultant's breach of the terms and provisions of this Agreement.
Indemnity Provisions. The Company will indemnify the Depositary and each of its directors, officers, employees and agents (each an “Indemnified Party”) for, and hold each Indemnified Party harmless from, any and all liability, loss, damage, costs and expenses of any nature (including reasonable counsel fees and expenses) arising out of.or in connection with such Indemnified Party’s performance under this Depositary Agreement, except for liabilities, losses, damages, costs and expenses arising out of such Indemnified Party’s gross negligence or willful misconduct (or, in the case of the Depositary as the Indemnified Party, the gross negligence or willful misconduct of the Depositary’s directors, officers, employees and agents). The Company agrees that neither you nor any other Indemnified Party shall be liable for any action or omission to act which is taken or made pursuant to this Agreement, except for gross negligence or willful misconduct. This indemnity includes, but is not limited to, any action taken or omitted in good faith within the scope of this Agreement upon telephone or electronic system-to-system instructions if authorized herein, received from, or believed by you in good faith to have been given by, any one of the Company Representatives or the Authorized Agent Officers. You are fully indemnified by the Company for acting in good faith on telephone instructions from a Company Representative or Authorized Agent Officer, even if the telephone instructions conflict with subsequent written confirmation thereof. The obligations of the Company under this Section 5 shall survive the termination of this Agreement and the payment in full of all CP Notes.
Indemnity Provisions. Many commercial agreements contain indemnification provisions that are also unilateral and only require one party to indemnify and hold the other party harmless for certain claims, causes of actions, damages, costs, and expenses (including attorneys’ fees and court costs) Xxxxxx X. Xxxxxxx
Indemnity Provisions. The Security Trustee and every attorney, agent or other person appointed by it under any of the Finance Documents may indemnify itself or himself out of the Trust Property against all claims, demands, liabilities, proceedings, costs, fees, charges, losses and expenses incurred by any of them in relation to or arising out of the taking or holding of the Trust Property, the exercise or purported exercise of the rights, trusts, powers and discretions vested in any of them or any other matter or thing done or omitted to be done in connection with any of the Finance Documents or pursuant to any law or regulation (otherwise than as a result of its gross negligence or wilful misconduct). Any appointee referred to above may enjoy the benefit and enforce the terms of this clause 27.13 in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999.
Indemnity Provisions. The related Customer Agreement does not add or remove any indemnity or contingent liability provisions from the applicable form that would reasonably be expected to have a material negative impact on the Borrower’s cash flows.
Indemnity Provisions. (a) Provider shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney’s fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively "Claims") directly or indirectly arising from, related to or connected with, in whole or in part, Provider's work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Provider or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Provider or Provider's officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Provider's subcontractors or suppliers of any tier, or if any officers, agents, consultants, employees or representatives of Provider or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Provider or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively "Acts and Omissions"). This indemnification obligation includes any penalties or fines assessed by the Federal Aviation Administration or Transportation Security Administration as well as any other costs to the City, such as investigation and security training, incurred as a result of any violation of federal security regulations, including the Airport security plan, by the Provider, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable.
(b) Provider shall, at its sole cost and expense, defend City and its officers, board members, d...
Indemnity Provisions. 12.1 The Operator shall keep the Grantor indemnified against liabilities suffered or incurred by it arising out of the breach, non-observance or non-performance of the obligations of the Operator in this Agreement.
12.2 In this clause 12, “liabilities” includes losses, claims, demands, proceedings, damages, compensation, costs and expenses.
Indemnity Provisions. The Company shall indemnify, save, defend, and hold the Manager harmless from and against any loss, expense, or damage suffered by the Manager resulting from any act or omission of the Manager relating to the Company; however, the Company shall not be required to indemnify the Manager for any loss, claim, expense, or damage incurred as a result of the willful misconduct, gross negligence or fraud of the Manager.
