Indentification Clause Samples

An indemnification clause requires one party to compensate the other for certain losses, damages, or liabilities that may arise during the course of their agreement. Typically, this clause specifies the types of claims covered, such as third-party lawsuits or damages resulting from a party's negligence, and outlines the process for making an indemnity claim. Its core practical function is to allocate risk between the parties, ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from unexpected costs.
Indentification. A. Financial Intermediary shall indemnify and hold harmless JPMDS, each Fund, the transfer agent of the Funds, and their respective subsidiaries, affiliates, officers, directors (or trustees), and employees from all claims, liabilities, losses or costs (including reasonable attorney’s fees) arising directly from: (i) any breach by Financial Intermediary of any representations, covenants or warranties in this Agreement or a material breach of any provision of this Agreement; (ii) any actions or omissions of JPMDS, any Fund, the transfer agent of the Funds, and their subsidiaries, affiliates, officers, directors (or trustees), and employees in reliance upon any oral, written or computer or electronically transmitted instructions, documents or materials believed to be genuine and to have been given by or on behalf of Financial Intermediary; and (iii) any willful misconduct or negligence (as measured by industry standards) of Financial Intermediary, its agents and employees, in the performance of, or failure to perform, its obligations under this Agreement, or any reckless disregard of its obligations under this Agreement. B. JPMDS shall indemnify and hold harmless Financial Intermediary and its subsidiaries, affiliates, officers, directors, and employees from and against any and all claims, liabilities, losses or costs (including reasonable attorney’s fees) arising directly from: (i) any breach by JPMDS of any representations, covenants or warranties in this Agreement or any material breach of any provision of this Agreement; (ii) any alleged untrue statement of a material fact contained in any Fund’s Registration Statement or any alleged omission to state therein a material fact required to be stated therein necessary to make the statements contained therein not misleading; and (iii) any willful misconduct or negligence (as measured by industry standards) of JPMDS, its agents and employees, in the performance of, or failure to perform, its obligations under this Agreement, or any reckless disregard of its obligations under this Agreement. ▇. ▇▇▇▇▇▇▇ JPMDS nor Financial Intermediary shall be liable for special, consequential or incidental damages. The indemnification provided for hereunder shall be in addition to any liability which the parties may otherwise have. D. The agreement of the parties in this Section VI to indemnify each other is conditioned upon the party entitled to indemnification (Indemnified Party) giving notice to the party required to provid...
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Indentification. If Grantee is a state agency or subdivision, as defined in s. 768.28(2), F.S., pursuant to s. 768.28(19), F.S., neither Party indemnifies nor insures or assumes any liability for the other Party for the other Party’s negligence.
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Indentification. (i) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was (a) a Director or officer of the Company or (b) serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, or person, in each case whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware General Corporation Law (the “DGCL”) as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), if the Company were a corporation organized under the DGCL, against all expense, liability and loss (including attorneys' fees, judgments, fines, amounts paid or to be paid in settlement and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section 6.1(iii), the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section 6.1 shall be a contract right and shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, the payment of such expenses incurred by a Director or officer in his or her capacity as a Director or officer (and not in a...
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Indentification. ▇▇▇▇▇ ▇▇▇▇▇▇ shall identify ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ against any liability for payroll taxes of FM&I for periods prior to Closing.
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Indentification. Each Party and its respective agents, employees, or other representatives (the “Indemnifying Party”) will defend, indemnify and hold harmless the other Party and its affiliates, directors, officers, employees, proprietors, independent contractors, consultants, partners, shareholders, representatives, CUSTOMERs, agents, predecessors, successors, and permitted assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to: (a) any breaches of representations or warranties contained in this Agreement; or (b) contractual relations between the Indemnifying Party and a third Party. CUSTOMER acknowledges that Aria Telekom has no control over the content of information transmitted by CUSTOMER or CUSTOMER’s users and that Aria Telekom does not examine the use to which CUSTOMER or CUSTOMER's users put the Services or the nature of the information CUSTOMER or CUSTOMER’s users send or receive. CUSTOMER agrees not to transmit and to prohibit its users from transmitting content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, or contains explicit or graphic descriptions or accounts of sexual acts. CUSTOMER hereby indemnifies and holds harmless Aria Telekom, its stockholders, officers, directors, employees and agents from any and all loss, cost, damage, expense, or liability relating to or arising out of the transmission, reception, and/or content of information of whatever nature transmitted or received by CUSTOMER or CUSTOMER's users. Aria Telekom acknowledges that CUSTOMER has no control over the content of information transmitted by Aria Telekom or Aria Telekom’s users and that CUSTOMER does not examine the use to which Aria Telekom or Aria Telekom's users put the Services or the nature of the information Aria Telekom or Aria Telekom’s users send or receive. Aria Telekom agrees not to transmit and to prohibit its users from transmitting content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortuous, or contains explicit or graphic descriptions or accounts of sexual acts. Aria Telekom hereby indemnifies and holds harmless CUSTOMER, its stockholders, officers, directors, employees and agents from any and all loss, cost, damage, expense, or liability relating to or arising out of the tra...
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Indentification. 10.1 Limitation on Liability of the Managing Partner and Its Affiliates. The Managing Partner and its Affiliates will not be liable to the Partnership or the Partners as such for any errors in judgment or any acts or omissions, whether or not due to their negligence, and whether or not disclosed, unless caused by the gross negligence or willful misconduct.
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Indentification. The Tenant, at its costs, shall be permitted to display corporate designation on the floor of the Premises, the whole in conformity with Landlord’s standards and after the Tenant’s having obtained, at its costs, any authorization or permit required by the competent authorities but not smaller than the largest sign installed by any other tenant. The Tenant shall also be permitted to display its logo in the lobby directory board and on the elevator reception area of the fourth (4th) floor.
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Indentification. All Goods, in whatever stage of completion and any part thereof and any materials intended to form part thereof shall be promptly marked as such by Owner as items to which Order refers.
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Indentification 
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Related to Indentification

  • Identification When performing work on District property, Contractor shall be in appropriate work attire (or uniform, if applicable) at all times. If Contractor does not have a specific uniform, then Contractor shall provide identification tags and/or any other mechanism the District in its sole discretion determines is required to easily identify Contractor. Contractor and its employees shall (i) display on their clothes the above-mentioned identifying information and (ii) carry photo identification and present it to any District personnel upon request. If Contractor cannot produce such identification or if the identification is unacceptable to District, District may provide at its sole discretion, District-produced identification tags to Contractor, costs to be borne by Contractor.

  • Non-Identification Approved Users agree not to use the requested datasets, either alone or in concert with any other information, to identify or contact individual participants from whom data and/or samples were collected. Approved Users also agree not to generate information (e.g., facial images or comparable representations) that could allow the identities of research participants to be readily ascertained. These provisions do not apply to research investigators operating with specific IRB approval, pursuant to 45 CFR 46, to contact individuals within datasets or to obtain and use identifying information under an 2 The project anniversary date can be found in “My Projects” after logging in to the dbGaP authorized-access portal. IRB-approved research protocol. All investigators including any Approved User conducting “human subjects research” within the scope of 45 CFR 46 must comply with the requirements contained therein.

  • Identification Cards Identification (“ID”) cards are issued by Us for identification purposes only. Possession of any ID card confers no right to services or benefits under this Contract. To be entitled to such services or benefits, Your Premiums must be paid in full at the time that the services are sought to be received.

  • Identification of Goods Identification of the goods shall not be deemed to have been made until both Buyer and Seller have agreed that the goods in question are to be appropriate to the performance of this Agreement.

  • Customer Identification Unless Elastic has first obtained Customer's prior written consent, Elastic shall not identify Customer as a user of the Products, on its website, through a press release issued by Elastic and in other promotional materials.