Indemnity; Release of Liability Sample Clauses

Indemnity; Release of Liability. 1. Each of the Borrower and the other Credit Parties shall indemnify the Existing Agent, the Successor Agent and their respective affiliates and their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates (each such Person, an “Indemnitee”) against, and hold each Indemnitee harmless from any and all losses, claims, damages, liabilities and related expenses (including the actual, reasonable and documented fees, out of pocket charges and disbursements of counsel to the Indemnitees) incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) making or causing to be made all reasonably requested filings and taking all other actions reasonably requested that are necessary or appropriate to maintain the validity, perfection and priority of the Liens on the Collateral in favor of the Successor Agent, (ii) executing all mutually acceptable documents as may be reasonably requested by the Successor Agent or the Requisite Lenders to transfer the rights and privileges of the Existing Agent under the Existing Credit Documents to the Successor Agent, including, without limitation, the execution, delivery and filing of any financing statements, assignments, conveyances or any other documents necessary or appropriate to transfer such rights and privileges of the Existing Agent to the Successor Agent, (iii) taking all actions reasonably requested by the Successor Agent, the Requisite Lenders, or their representatives to facilitate the transfer of information to the Successor Agent in connection with the Existing Credit Documents, (iv) the performance by the Existing Agent or its representatives of its obligations hereunder or the compliance with any instructions provided by the Successor Agent to the Existing Agent and (v) any claim, litigation, investigation or proceeding relating to the foregoing; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by a final, non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or its affiliate, or such losses, claims, damages, liabilities or related expenses result from any action, suit or proceeding in contract brought by a Credit Party for direct damages (as opposed to special, indirect, consequential or punitive d...
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Indemnity; Release of Liability. Both parties shall not be liable for the acts or defaults of the other party.
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Indemnity; Release of Liability. A. Licensee shall indemnify, defend and hold harmless Owner, the Arena Manager, and any present or future lender providing financing to the Owner in connection with the construction or operation of the Arena, and their respective successors and assigns, and each of their respective owners, agents, officers, directors, employees and representatives (collectively, "Indemnitees") from and against (i) any and all claims, suits, losses, injuries, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees and expenses) and costs of investigation (whether or not litigation occurs) (collectively, "Losses"), occasioned in connection with, or arising or alleged to arise from, wholly or in part, any breach by Licensee of any of its representations, warranties, covenants or agreements contained herein and
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Indemnity; Release of Liability. CONTRACT OPERATOR HEREBY RELEASES JOGMEC, ITS AFFILIATES, CO-VENTURERS, CONTRACTORS (OTHER THAN CONTRACT OPERATOR) LESSORS, THE WORKING INTEREST OWNERS AND ITS AND THEIR OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS (THE “JOGMEC GROUP”) FROM, AND OF ANY LIABILITY FOR, AND SHALL PROTECT, DEFEND, INDEMNIFY, AND HOLD THE JOGMEC GROUP HARMLESS FROM AND AGAINST ALL CLAIMS ARISING OUT OF OR RESULTING FROM THE OPERATING SERVICES, INCLUDING, WITHOUT LIMITATION, CLAIMS RELATING TO (a) INJURY OR DEATH OF ANY PERSON(S) WHOMSOEVER, (b) DAMAGES TO OR LOSS OF ANY PROPERTY OR RESOURCES, (c) BREACH OF CONTRACT, (d) COMMON LAW CAUSES OF ACTION SUCH AS NEGLIGENCE, STRICT LIABILITY, NUISANCE, OR TRESPASS, OR (e) LIABILITY IMPOSED BY ANY FEDERAL, STATE OR LOCAL GOVERNMENT BODY’S STATUTE, RULE, REGULATION, OR OTHERWISE. JOGMEC GROUP’S INDEMNITY RIGHT HEREUNDER SHALL BE WITHOUT REGARD TO THE CAUSE OR CAUSES OF THE CLAIM, INCLUDING, BUT NOT LIMITED TO, PRE-EXISTING CONDITIONS, DEFECT OR RUIN OF PREMISES OR EQUIPMENT, OR WHETHER OR NOT THE CLAIM IS CAUSED BY THE NEGLIGENCE OF JOGMEC GROUP OR ITS CONTRACTORS INCLUDING CONTRACT OPERATOR OR THIRD PARTIES.
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Indemnity; Release of Liability. (a) Each Loan Party confirms and agrees that the reimbursement and indemnification provisions set forth in Section 9.03 of the Credit Agreement will apply and be enforceable by the Existing Agent (for the period of time when it was Administrative Agent) and the Successor Agent in respect of their respective preparation, negotiation, execution and delivery of this Agreement and the other instruments and agreements provided for herein, all actions taken or omitted by the Existing Agent (during the period of time when it was Administrative Agent) and the Successor Agent and all claims based upon or arising in connection with any of the foregoing (and, for the avoidance of doubt, without in any way limiting the provisions of such Section 9.03). Each of the Existing Agent (during the period of time when it was Administrative Agent) and the Successor Agent reserves the right to enforce, in respect of such execution, delivery, actions or claims, each and all of the rights, benefits, immunities, exculpatory provisions and indemnities enforceable by the Existing Agent and the Successor Agent (as applicable) under the Protective Provisions (and, for the avoidance of doubt, without in any way limiting such Protective Provisions).
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Indemnity; Release of Liability 
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Related to Indemnity; Release of Liability

  • Release of Liability Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Scope of Liability Neither the Servicer or any subservicer appointed by it, nor any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, shall be under any liability to the Master Servicer, the Trustee or, if applicable, the Trust Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, any subservicer or any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties hereunder. The Servicer, any subservicer and any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

  • Waiver of Liability Seller hereby waives, acquits, and forever releases, and agrees to defend and hold harmless, the Agency, its officer(s), director(s), employee(s), contractor(s), associate(s), and representative(s) from any responsibility or liability whatsoever concerning any photos or videos generated from the Photographic Services or their distribution.

  • Indemnity and Limitation of Liability (I) The IPTV Operator shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the IPTV Operator, or actual or threatened breach of any terms of this Agreement by the IPTV Operator (including but not limited to breach of any representation and warranty provided by the IPTV Operator to ZEEL).

  • Guaranty; Limitation of Liability (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is a guaranty of payment and not merely of collection.

  • Disclaimer of Liability NASA is not restricted in, or liable for, the use, disclosure, or reproduction of Data without a restrictive notice or for Data Partner gives, or is required to give, the U.S. Government without restriction.

  • Indemnification Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

  • Release from Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency.

  • Sharing of Liability If any Underwriter defaults in its obligations: (a) pursuant to Section 5.1, 5.2 or 5.4 hereof, (b) to pay amounts charged to its account pursuant to Section 7.1, 7.2, or 8.1 hereof, or (c) pursuant to Section 9.2, 9.3, 9.4, 9.5, 9.6, or 11.1 hereof, you will assume your proportionate share (determined on the basis of the respective Underwriting Percentages of the non-defaulting Underwriters) of such obligations, but no such assumption will relieve any defaulting Underwriter from liability to the non-defaulting Underwriters, the Issuer, the Guarantor, or the Seller for its default.

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