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. 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. 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. (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). (b) The Borrower hereby releases any and all claims against the Existing Agent and each Related Party of the Existing Agent solely arising out of, in any way connected with, or as a result of the Existing Agent’s resignation as Administrative Agent under the Loan Documents.
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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.

  • RELEASE OF LIABILITY, WAIVER OF CLAIMS AND INDEMNITY AGREEMENT In consideration of the Releasees allowing me to participate in wilderness activities I hereby agree as follows:

  • Waiver and Release of Liability In consideration for the privilege of the Participant’s participation in the Activities, the undersigned hereby RELEASES, DISCHARGES, COVENANTS NOT TO XXX, AND AGREES TO INDEMNIFY AND SAVE AND HOLD HARMLESS RELEASEES from any and all liability, demands, losses, medical expenses, lost opportunities, damages or attorneys fees and costs stemming from any or all claims for negligence, expressed or implied warranty, contribution, and indemnity, and/or claims of negligent rescue operations, first aid, and emergency care, to the broadest extent permitted by applicable law suffered by the Participant incurred on his/her account with respect to the Participant’s personal injury and other injury or harm, disability, and/or death, or property damage, arising directly or indirectly from the Participant’s participation in Activities, as caused or alleged to be caused in whole or in part by the Releasees or any of them, and further agrees that if, despite this release, the Participant or any other person makes a claim on the Participant’s behalf against any of the Releasees, THE UNDERSIGNED WILL INDEMNIFY, SAVE AND HOLD HARMLESS EACH OF THE RELEASEES FROM ANY LIABILITY, LITIGATION EXPENSES, ATTORNEY FEES, LOSSES, DAMAGES OR COSTS ANY MAY INCUR AS THE RESULT OF ANY SUCH CLAIM, WHETHER ASSERTED BY THE UNDERSIGNED, THE PARTICIPANT, OR ANOTHER PERSON. INITIAL HERE

  • 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.

  • RELEASE AND WAIVER OF LIABILITY YOU HEREBY WAIVE, RELEASE, COVENANT NOT TO SUE AND FOREVER DISCHARGE BLUE CHIP AND ALL OTHER PERSONS ASSOCIATED WITH THE EVENT, FOR ALL LIABILITIES, CLAIMS, ACTIONS, OR DAMAGES THAT YOU MAY HAVE AGAINST THEM ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR REGISTRATION AND/OR PARTICIPATION IN THE EVENT, INCLUDING WITHOUT LIMITATION ANY LIABILITIES, CLAIMS, ACTIONS, OR DAMAGES CAUSED BY NEGLIGENCE OF THE ABOVE PARTIES (INCLUDING ANY NEGLIGENT RESCUE ATTEMPT), THE ACTION OR INACTION OF ANY OF THE ABOVE PARTIES, OR OTHERWISE. BLUE CHIP, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BLUE CHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE BLUE CHIP SITES, PRODUCTS OR SERVICES;

  • 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.

  • STATEMENT OF LIABILITY The State will demonstrate reasonable care but shall not be liable in the event of loss, destruction, or theft of contractor-owned items to be delivered or to be used in the installation of deliverables. The contractor is required to retain total liability until the deliverables have been accepted by the “authorized agency official.” At no time will the State be responsible for or accept liability for any contractor- owned items.

  • WAIVER OF LIABILITY, ASSUMPTION OF RISK, AND INDEMNITY AGREEMENT I, , IN CONSIDERATION of being permitted to participate in any way in the Rocky Mountain Cycling Club 600km brevet calendared for June 4, 2021 (“Activity”), I hereby acknowledge, agree, attest and represent the following:

  • 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). (II) It is expressly understood and agreed between the Parties that ZEEL shall have no liability or obligation whatsoever under this Agreement, towards the IPTV Operator, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of: (a) any defect in any Equipment (including without limitation IRDs / Viewing Cards) attributable to or resulting from any unauthorized/improper use, tampering, negligence or failure to follow ZEEL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEEL, in which event ZEEL shall not be under any obligation to provide IPTV Operator with any other Equipment; (b) any inaction or default on the part of the IPTV Operator, its distributor or installer; (c) any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of ZEEL; (d) deactivation, disconnection, interruption of the Zee Group Channels or termination of this Agreement by ZEEL in accordance with the terms of this Agreement for any reason whatsoever (including without limitation on account of non-payment of Subscription Fee by the IPTV Operator or on account of any other breach of this Agreement by the IPTV Operator); or (e) failure on the part of the IPTV Operator to maintain the licenses and approvals required under applicable Law. (III) The IPTV Operator undertakes that it shall be solely responsible for dealings with the Subscribers and shall be liable for any claims, actions, demands or proceedings by the Subscribers arising out of the actions or omissions of IPTV Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the IPTV Operator shall entitle the Subscriber to receive the Zee Group Channels from ZEEL or create any direct relationship between the Subscriber and ZEEL. (IV) ZEEL shall not be liable to the IPTV Operator, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the IPTV Operator to ZEEL in any given Financial Year.

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