Indemnity; Release. A. Initially capitalized terms in this Section that are not otherwise defined in this Agreement shall have the meanings set forth in the Environmental Indemnity Agreement. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties for, from and against any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement and damages of whatever kind or nature (including, without limitation, attorneys’ fees, court costs and other costs of defense) (collectively, “Losses”) (excluding Losses suffered by an Indemnified Party directly arising out of such Indemnified Party’s gross negligence or willful misconduct; provided, however, that the term “gross negligence” shall not include gross negligence imputed as a matter of law to any of the Indemnified Parties solely by reason of Borrower’s interest in the Premises or Borrower’s failure to act in respect of matters which are or were the obligation of Borrower under the Loan Documents and the Development Documents), and costs of Remediation (whether or not performed voluntarily), engineers’ fees, environmental consultants’ fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (1) any presence of any Hazardous Materials in, on, above, or under the Premises introduced to the Premises prior to or during the ownership of the Premises by Borrower; (2) any past, present or Threatened Release in, on, above, under or from the Premises regarding Hazardous Materials introduced to the Premises prior to or during the ownership of the Premises by Borrower; (3) any activity by Borrower, any person or entity affiliated with Borrower or any tenant or other user of the Premises in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportatio...
Indemnity; Release. Borrower and each Borrower-Related Party jointly and severally agrees to indemnify Lender, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable, documented fees of attorneys, accountants, experts and advisors) of any kind or nature whatsoever, now existing (in this section, collectively called “Liabilities and Costs”) to the extent actually imposed on, incurred by, or asserted against Lender in its capacity as lender hereunder growing out of, resulting from or in any other way associated with (a) this Agreement and the other Loan Documents or any of the transactions and events (including the enforcement or defense thereof) at any time associated therewith or contemplated therein, (b) any claim that the Loan evidenced hereby is contractually usurious, and (c) any use, handling, storage, transportation, or disposal of hazardous or toxic materials on or about the Property. provided only that Lender shall not be entitled under this section to receive indemnification for that portion, if any, of any Liabilities and Costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment. If any Person (including Borrower and each Borrower-Related Party) ever alleges such gross negligence or willful misconduct by Lender, the indemnification provided for in this section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section, the term “Lender” shall refer not only to the Person designated as such in this Agreement but also to each partner, director, officer, attorney, employee, representative and Affiliate of such Person. For good and valuable consideration set forth herein, including the promises, agreements, covenants, representations and obligations set forth in this Agreement and the other Loan Documents, Borrower and each Borrower-Related Party hereby releases and forever discharges, and covenants not to sxx or file any charges or claims against Lender for any and all existing or future claims, demands and causes of action, in contract or in tort, at law or in equity, known or unknown, pending or threatened, for all existing and future damages...
Indemnity; Release. 7.1 The Government of Ontario declared a province-wide state of emergency order on March 17, 2020 to protect the health and safety of all Ontarians and to reduce the spread of the novel coronavirus (“COVID-19”). COVID-19 is easily spread by contact with droplets produced by people who have the virus. The University has put in place measures to reduce the spread of COVID-19, however the University cannot guarantee that any individual attending the University campus, using the Facility, or participating in activities or events organized by the University, whether on-campus or off-campus, will not become infected with COVID-19. Further, attending the University campus and participating in activities or events organized by the University, could increase the risk of contracting COVID-19. As a result, the University and the Licensee acknowledge that COVID-19 has resulted in uncertainty and risk around certain events.
7.2 Both the University and the Licensee shall follow COVID-19 directives from Ontario Health Services, the City of Xxxxxxxx, Province of Ontario, and/or the Government of Canada as they pertain to the Facility and Licensee’s use thereof.
7.3 The University is attempting to limit the risk of exposure to COVID-19 by using reasonable efforts to follow the health and safety guidelines recommended by the provincial and federal health authorities. Nevertheless, the Licensee understands that there remains a risk that the Licensee could contract COVID-19 by staying at the Facility and participating in the Activity. The Licensee therefore acknowledges and agrees as follows:
a) COVID-19 is easily spread by contact with droplets produced by people who have the virus and the Licensee voluntarily assumes the risk that s/he may be exposed to or infected by COVID-19 while attending the Facility and that such exposure or infection may result in personal injury, illness, permanent disability, and death to the Licensee and members of the participant’s household or with whom s/he is in close contact; and
b) it is the Licensee’s responsibility to ensure that s/he learns and follows all health, safety and other rules established by the University and the provincial and federal health authorities. The Licensee understands that any behaviour on the part of the Licensee that places others at risk could result in immediate termination of the Licensee’s right to use the Facility.
7.4 In consideration of the University permitting the Licensee to attend the Facility and parti...
Indemnity; Release. To the extent permitted by law, Grantee shall defend, indemnify, save and hold harmless and release the State, its officers and employees from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liability and court awards including costs, expenses, and reasonable attorneys’ fees and expenses at trial, on appeal and in connection with any petition for review, related to: (a) the tax-exempt status of interest on the Bonds and any expenses incurred or amounts paid in connection with an inquiry, investigation, audit or similar proceeding by the Internal Revenue Service, the Securities and Exchange Commission, Municipal Securities Rulemaking Board and any other federal, state, governmental or quasi- governmental body with regulatory jurisdiction over the Bonds arising from the Project or the actions, omissions or representations of Grantee; (b) any federal arbitrage and rebate penalties arising from the actions of Grantee; (c) the construction, use or condition of the Project; and (d) any actual or alleged act or omission by Grantee, or its employees, agents or contractors.
Indemnity; Release. (a) Tenant shall hold harmless Landlord, all "Landlord Affiliates" (as herein defined), Landlord's Lender, and their employees and agents from, against and in respect of, all liabilities, damages, losses, costs, expenses (including all reasonable attorneys' fees), causes of action, suits, claims, demands and judgments of any nature whatsoever arising, in whole or in part, out of, by reason of or in connection with: (i) injury to or the death of persons or damage to property during the term of the Lease (A) in, on or about the Premises, except to the extent arising out of, by reason of or in connection with the negligence of the person or entity seeking indemnification or (B) resulting from the condition of the Premises; and (ii) the violation by Tenant during the term of this Lease of any law affecting the use or occupancy of the Premises including, without limitation, the Americans With Disabilities Act.
(b) Tenant, on behalf of itself and all persons and entities claiming through Tenant, waives all claims against Landlord, any Landlord Affiliate and Landlord's Lender for damage to any property or injury to, or death of, any person in, upon, or about the Premises arising at any time and from any cause (including, without limitation, fire, explosion, falling plaster, escaping steam or gas, electricity, water, rain, snow, flood or leaks from any part of the Premises or from the pipes, appliances, plumbing works, roof or subsurface of any floor or ceiling, or from the street or any other place), and also (without limitation) arising from the condition of the Premises or the presence of mold, fungi or any other hazardous or toxic substance in, on or about the Premises, except to the extent arising out of, by reason of or in connection with the affirmative actions or willful misconduct of the person or entity seeking the benefit of the provisions of this subparagraph (b).
(c) Tenant agrees that neither Landlord, nor any Landlord Affiliate, nor Landlord's Lender will be liable or in any way responsible for, and Tenant waives all claims against, and, with respect to claims by Tenant's shareholders, directors, officers, employees, customers, invitees and licensees, agrees to indemnify and hold harmless, Landlord, its Landlord Affiliates and Landlord's Lender for any loss, injury or damage suffered by Tenant or others relating to (i) loss or theft of, or damage to, property of Tenant or others during the term of this Lease, except to the extent arising out of the ...
Indemnity; Release. Author agrees to indemnify the ABA against all claims related to or associated with the copyright or intellectual property of the Work(s) or any negligent and reckless acts or omission by Author relating to materials submitted to ABA that the Author obtained or failed to obtain permission and/or license from a third party prior to its submission of such material to ABA. Author hereby releases ABA from any wrongdoing or liability regarding any third-party infringement claims based on the Work(s).
Indemnity; Release. Lessee shall at all times indemnify and save Lessor harmless from all claims, losses, demands, damages, costs, expenses, or liability costs for labor or materials in connection with construction, repair, alteration, or installation of the Facilities, and from the cost of defending against such claims, including attorney fees and costs.
(a) In the event a lien or stop-notice is imposed upon the Premises as a result of such construction, repair, alteration, or installation, Lessee shall either:
(i) Record a valid Release of Lien, or
(ii) Procure and record a bond in accordance with Section 3143 of the Civil Code, which frees the Premises from the claim of the lien or stop-notice and from any action brought to foreclose the lien.
(b) Should Lessee fail to accomplish either of the two optional actions above within fifteen (15) days after the filing of such a lien or stop-notice, this Lease shall be in default and shall be subject to immediate termination.
Indemnity; Release. To the extent allowed by law, Grantee shall defend, indemnify, save and hold harmless and release the State, its officers and employees from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liability and court awards including costs, expenses, and reasonable attorneys’ fees and expenses at trial, on appeal and in connection with any petition for review, arising out of or relating to Grantee, its officers, employees, contractors, or agents in connection with this Agreement, the Project, PWR or Xxxxx-Xxxxx Act requirements or the tax-exempt status of the Bonds, including without limitation, any expenses incurred or amounts paid in connection with an inquiry, investigation, audit or similar proceeding by BOLI, the Internal Revenue Service, the Securities and Exchange Commission, Municipal Securities Rulemaking Board and any other federal, state, governmental or quasi-governmental body with regulatory jurisdiction over the Bonds, arising from the Project or the actions or omissions of Grantee.
Indemnity; Release. 11.1. You agree to fully indemnify (and forever hold harmless) Pickstar:
11.1.1. against any loss, damage and/or liability that Pickstar suffers or incurs, whether financial or reputational, because You breach any term, or do not perform any obligation, under or in connection with this Agreement; and
11.1.2. against any loss, damage and/or liability that Pickstar suffers or incurs arising out of Your conduct (or a Talent’s conduct) at an Engagement.
11.2. You agree to forever and fully release Pickstar:
11.2.1. from any and all liability arising out of the conduct of the Talent at the Engagement; and
11.2.2. from any and all liability arising out of Your communication, in any form, with the Talent.
11.3. The Client acknowledges that Pickstar, through the Website, provides a facilitatory Service and that any Engagement is between the Client and Talent, and the Talent (and not Pickstar) will be liable in all respects for performing the deliverables agreed to in the Engagement.
Indemnity; Release. 11.1 Except to the extent we or others are liable at law, you agree that you are liable and must indemnify us immediately for:
(a) the loss of, and all damage to, the Vehicle;
(b) the cost of towing, recovering and storing the Vehicle;
(c) for all damage to the property of any person:
i. which is caused or contributed by you; or
