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Insurance Indemnities Sample Clauses

Insurance Indemnities. 14.1 During the terms of the agreements, the Licensee will obtain and maintain at its own expense, adequate insurance with regards all its obligations under this Agreement including insurance for workers compensation, life insurance, health insurance, accident & risk insurance, etc. for employees including the catering staff of the Licensee. The Licensee hereby agrees and confirms that Railway shall not be responsible in any manner whatsoever towards claims of the personnel, employees, directors, etc. of the Licensee. 14.2 The Licensee agrees to indemnify, hold harmless and defend Railway from any and all losses, claims, actions, damages, liabilities, costs and expenses, including attorneys’ fees that may be claimed upon or incurred by Railway due to breach or violation or non compliance of the terms of this Agreement by the Licensee. The aforesaid indemnity granted by the Licensee can be invoked by Railway in any time during the tenure of the Agreement and the Licensee shall comply without any delay, protest or demur. 14.3 The Licensee accepts liability, civil and criminal for compensation/ damages in accordance with provision of Consumer Protection Act, 1986 or any statutory modification of the Act or any other law for the being in force for action occasioned by negligence, deficiency of service, imperfect or improper performance by the Licensee, his xxxxxxx, servants and agents. The Licensee shall indemnify the Railway from and against all payments made under the provision of the said Act or law including all costs. Any money which may become payable by the Railway as aforesaid shall be deemed to be money payable to the Railway by the Licensee and in case of failure by the Licensee to repay the Railway any money paid by it as aforesaid within seven (7) days after the same have been demanded by the Railway, the Railway shall be entitled to recover the same from the Security Deposit. The Licensee shall be solely responsible for consumer complaints and in case of any direction/ judgment from Consumer court(s), the Licensee shall be solely responsible for fulfilling the requirements. 14.4 In case the Licensee suffers any loss on account of it being restrained by the Railway or any competent authority for indulging in illegal activities or any contravention of law, the Railway shall not be lible to pay any indemnification / compensation to the Licensee. Railway shall bear no liability in case of loss / damage to the licensee’s moveable / immovable property, ...
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Insurance Indemnities. During the term of this Agreement, TRS will maintain the types of insurance in the coverage limits listed in the insurance policy schedule set forth below (each, an "Insurance Policy"): INSURANCE POLICY SCHEDULE TYPE OF INSURANCE POLICY COVERAGE LIMITS Commercial General Liability Seventy-Five Million and Insurance Policy with Broad no/100 Dollars ($75,000,000.00) Form Contractual Liability Insurance Coverage (the "CGL Insurance Policy")
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Insurance Indemnities. (a) Buyer shall use its reasonable efforts (at no additional cost to Buyer) to require Buyer's contractors for the Project and any subcontractors and subsubcontractors of such contractors, which are required to carry liability insurance naming Buyer as an additional insured, also to name Seller as an additional insured. (b) Seller shall use its reasonable efforts (at no additional cost to Seller) to require Seller's contractors for any work on the Property and any subcontractors and subsubcontractors of such contractors, which are required to carry liability insurance naming Seller as an additional insured, also to name Buyer as an additional insured. (c) To the extent Buyer obtains indemnities from liability for itself from any contractors, subcontractors, and subsubcontractors described in Section 5.6(a), Buyer shall use its reasonable efforts (at no additional cost to Buyer) to cause Seller to be named as an additional indemnitee under such indemnities. (d) To the extent Seller obtains indemnities from liability for itself from any contractors, subcontractors, and subsubcontractors described in Section 5.6(b), Seller shall use its reasonable efforts (at no additional cost to Seller) to cause Buyer to be named as an additional indemnitee under such indemnities.
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Insurance Indemnities. A. Lessee covenants and agrees that from and after the Delivery Date, Lessee will carry and maintain, at its sole cost and expense, the following types of insurance, in the amounts specified and in the form hereinafter provided for: (i) Liability insurance in the commercial general liability form covering the Premises and Lessee’s use thereof against claims for personal injury or death, property damage and product liability occurring upon, in or about the Premises, such insurance to be written on an occurrence basis (not a claims made basis), with combined single limit coverage of not less than Three Million Dollars ($3,000,000.00) and with a general aggregate limit of not less than $5,000,000.00 for each policy year. The insurance coverage required under this Section 12 shall, in addition, extend to any liability of Lessee arising out of the indemnities by Lessee in Section 12.G and, if necessary, the policy shall contain a contractual endorsement to that effect. (ii) Insurance on the “All-Risk” or equivalent form on a replacement cost basis against loss or damage to the Buildings and all other improvements now or hereafter located on the Land (including, without in any manner limiting the generality of the foregoing, flood insurance if the Premises are located in a flood hazard area), having a deductible not greater than One Million Dollars ($1,000,000.00); but in any event in amounts not less than 100% of the actual replacement value of the Buildings and such other improvements. (iii) Boiler and machinery insurance covering losses to or from any steam boilers, pressure vessels or similar apparatus requiring inspection under applicable state or municipal laws or regulations which are located at the Premises or on any other building systems for which such coverage is available, in amounts determined by Lessee to be appropriate or for such higher amounts as may at any time be reasonably required by Lessor and having a deductible of not more than One Million Dollars ($1,000,000.00); coverage shall be on a broad form comprehensive basis, including loss of income with a limit of coverage which is reasonably acceptable to Lessor. (iv) Business automobile liability insurance having a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence and insuring Lessee against liability for claims arising out of ownership, maintenance, or use of any owned, hired, borrowed or non-owned automobiles. (v) Workmen’s compensation insurance to the ...
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Insurance Indemnities. 20 5.7 Xxxx-Xxxxx-Xxxxxx . . . . . . . . . . . . . . . . . . . . . . . 20 ARTICLE 6: CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 6.1 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 6.2 Closing Obligations of the Parties. . . . . . . . . . . . . . . 21
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Insurance Indemnities. (a) During the term of this Agreement, * will maintain the types of insurance in the coverage limits listed in the insurance policy schedule set forth below (each, an "Insurance Policy"): INSURANCE POLICY SCHEDULE TYPE OF INSURANCE POLICY COVERAGE LIMITS Commercial General Liability * Insurance Policy with Broad Form Contractual Liability Insurance Coverage (the "CGL Insurance Policy") In the event that any Insurance Policy provides coverage on a "claims made" form rather than on an occurrence form, * shall cause the coverage provided by each such policy to be kept in place for a period of * after the effective date of termination or expiration of this Agreement. TRS may * . (b) Each liability Insurance Policy shall: (i) be written by an insurance company reasonably acceptable to * (it being understood that an insurance company rated A or better by A.M. Best & Company is acceptable); (ii) name * as an insured, and be amended to name * , its employees, officers, directors, contractors, agents and affiliates (each an "Additional Insured") as additional insureds as their interests may appear; (iii) provide that if such insurance is cancelled, or any material change is made in the coverage which affects the interest of any Additional Insured, such cancellation or * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. change shall not be effective as to the Additional Insured for ten (10) days after receipt by the Additional Insured of written notice from such insurers of such cancellation or change; (iv) be primary and without right of contribution from any other insurance which is carried by, or otherwise available to, any Additional Insured; (v) provide that in respect of the interests of any Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of * or any other Person (other than * ) and shall insure each Additional Insured regardless of any breach or violation of any warranty, declaration or condition contained in such policies by * or any other Person (other than * ); (vi) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each Additional Insured; and (vii) in accordance with the terms and conditions of the contractual liability coverage provided by such ...
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Insurance Indemnities. X. Xxxxxxx, at its sole cost and expense, shall only be responsible to procure and continue in full force and effect during construction of the Project the “builder’s risk” insurance, in the amounts and subject to the terms as specified in the Ground Lease. X. Xxxxxxx shall indemnify, defend and save Xxxxxxxxxx and CMCC harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to or destruction of property arising from or out of any occurrence in, upon or at the Demised Premises, or any part thereof, or the occupancy or use by Xxxxxxx of the Demised Premises or any part thereof, or occasioned wholly or in part by any act or omission of Xxxxxxx, its agents, contractors, employees, servants, lessees or concessionaires, except which result from Xxxxxxxxxx’x or CMCC’s negligence or willful misconduct. Xxxxxxxxxx and CMCC shall indemnify, defend and save Xxxxxxx harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to or destruction of property arising from or out of any occurrence in, upon or at the Demised Premises occasioned in whole or in part by any negligent act or omission by Xxxxxxxxxx or CMCC, their agents, contractors, employees, servants or concessionaires except which result from Xxxxxxx’x negligence or willful misconduct. In case the indemnifying party shall be made a party to any litigation commenced by or against the other party, then such other party shall protect and hold the indemnified party harmless and pay all costs and attorney’s fees incurred by the indemnified party in connection with such litigation, and any appeals thereof. The defaulting party shall also pay all costs, expenses and reasonable attorney’s fees that may be incurred or paid by the other party in enforcing the covenants and agreements in this Sublease. This indemnity shall survive the termination of this Sublease.
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Insurance Indemnities. 1) The Contractor shall maintain the following levels of insurance and provide the relevant documentary evidence on request:- i) Employers Liability, £10,000,000 any one occurrence, ii) Public Liability, £5,000,000 any one occurrence, iii) Professional Indemnity, £2,000,000 any one claim and in all. 2) The Contractor must also undertake to indemnify the Council against all claims, damage or losses which result from the Contractor’s actions. 3) The Contractor shall be a member of the Civil Enforcement Association (CIVEA). Should membership lapse, the Contractor must notify the Council.
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Insurance Indemnities 
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Related to Insurance Indemnities

  • Insurance Indemnity (a) Purchaser will cause the Surviving Corporation to purchase a six year pre-paid noncancellable directors and officers insurance policy covering the current and all former directors, officers and similar persons of the Company and its Subsidiaries, with respect to acts or failures to act prior to the Effective Time, in a single aggregate amount over the six-year period immediately following the Closing Date equal to the policy limit for the Company's current directors and officers insurance policy as of the date hereof (the "Current Policy"). If such insurance is obtainable at an annual cost per -------------- covered year not in excess of 200% of the annual premium paid by the Company for the Current Policy (the "Cap"), then Purchaser will cause the Surviving --- Corporation to purchase policies providing (or Purchaser will modify its existing policies to provide for) at least the same coverage as the Current Policy and containing terms and conditions no less advantageous to the current and former directors, officers and similar persons of the Company and its Subsidiaries than the Current Policy with respect to acts or failures to act prior to the Effective Time; provided, however, that Purchaser and the Surviving -------- ------- Corporation shall not be required to obtain policies providing such coverage except to the extent that such coverage can be provided at an annual cost of no greater than the Cap; and, if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Purchaser or the Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. (b) Purchaser shall cause the Surviving Corporation to keep in effect in its bylaws provisions for a period of not less than six years from the Effective Time (or, in the case of matters occurring prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved) that provide for exculpation of director and officer liability and indemnification (and advancement of expenses related thereto) of the past and present officers and directors of the Company and its Subsidiaries to the fullest extent permitted by the DGCL, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enhance the rights of past or present officers and directors to indemnification or advancement of expenses. (c) Subject to Section 8.6(f), from and after the Effective Time, Purchaser -------------- shall indemnify and hold harmless, to the fullest extent permitted under applicable law, each person who is, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, director or similar person of the Company or any Subsidiary, against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement (collectively, "Losses") in ------ connection with any claims, actions, suits, proceedings, arbitrations, investigations or audits (collectively, "Litigation") arising before or after ---------- the Effective Time out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, which acts or omissions occurred prior to the Effective Time. Without limiting the foregoing, Purchaser shall periodically advance expenses as incurred with respect to the foregoing to the fullest extent permitted under applicable law provided that the person to whom the expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such person is not entitled to indemnification. (d) If, after the Effective Time, Purchaser or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties or assets to any person, then, in each such case, proper provisions shall be made so that successors and assigns of Purchaser or the Surviving Corporation, as the case may be, shall assume such entity's obligations set forth in this Section 8.6. The provisions of this Section 8.6 ----------- ----------- are intended for the benefit of and shall be enforceable by each person who is now or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, an officer, director or similar person of the Company or any of its Subsidiaries. (e) If any Litigation described in Section 8.6(c) (each, an "Action") -------------- ------ arises or occurs, the Surviving Corporation shall control the defense of such Action with counsel selected by the Surviving Corporation, which counsel shall be reasonably acceptable to the party seeking indemnification pursuant to Section 8.6(c) (each, an "Indemnified Party"), provided that the Indemnified -------------- ----------------- Party shall be permitted to participate in the defense of such Action through counsel selected by the Indemnified Party, at the Indemnified Party's expense. Notwithstanding the foregoing, if there is any actual or potential conflict between the Surviving Corporation and any Indemnified Party or there are additional defenses available to any Indemnified Party, such Indemnified Party shall be permitted to participate in the defense of such Action with counsel selected by the Indemnified Party, at the Surviving Corporation's expense; provided, however, -------- ------- that the Surviving Corporation shall not be obligated to pay the fees and expenses of more than one counsel for any Indemnified Party in any single Action. The Surviving Corporation shall not be liable for any settlement effected without its written consent, which consent shall not unreasonably be withheld. (f) Purchaser shall have no obligations under Section 8.6(c), unless and -------------- until the Surviving Corporation transfers outside of the ordinary course of business a material portion of its assets, in a single transaction or in a series of transactions, and such transfer materially and adversely affects the legal or financial ability of the Surviving Corporation to satisfy its indemnification obligations under this Section 8.6. -----------

  • Insurance and Indemnities 15.1 The Service Provider shall maintain the following insurance for the duration of the contract: 15.2 The Service Provider shall hold and maintain the Required Insurances for a minimum of six (6) years following the expiration or earlier termination of the agreement.

  • Insurance Indemnification A. Contractor shall procure and maintain from the Effective Date or Commencement Date of this Agreement (whichever is earlier) through the conclusion of this Agreement, such insurance policies, including those required by this Agreement, as will protect itself and the City from all claims for bodily injury, death, or property damage that may arise under this Agreement; whether the act(s) or omission(s) giving rise to the claim were made by Contractor, Contractor’s subcontractor, or anyone employed by Contractor or Contractor’s subcontractor directly or indirectly. Prior to commencement of work under this Agreement, Contractor shall provide documentation to the City demonstrating Contractor has obtained the policies and endorsements required by this Agreement. Contractor shall provide such documentation in a form and manner satisfactory to the City. Currently, the City requires insurance to be submitted through its contractor, myCOI. Contractor shall add xxxxxxxxxxxx@xxxxxxxxxxxxx.xxx to its safe sender’s list so that it will receive necessary communication from myCOI. When requested, Contractor shall provide the same documentation for its subcontractors. B. All insurance providers of Contractor shall be authorized to do business in the State of Michigan and shall carry and maintain a minimum rating assigned by A.M. Best & Company’s Key Rating Guide of “A-” Overall and a minimum Financial Size Category of “V”. Insurance policies and certificates issued by non-authorized insurance companies are not acceptable unless approved in writing by the City. C. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold the City and its officers, employees, and agents harmless from all suits, claims, judgments, and expenses, including attorney's fees, resulting or alleged to result, from an act or omission by Contractor or Contractor’s employees or agents occurring in the performance or breach of this Agreement, except to the extent that any suit, claim, judgment, or expense are finally judicially determined to have resulted from the City’s negligence, willful misconduct, or failure to comply with a material obligation of this Agreement. The obligations of this paragraph shall survive the expiration or termination of this Agreement. D. Contractor is required to have the following minimum insurance coverage: 1. Professional Liability Insurance or Errors and Omissions Insurance protecting Contractor and its employees - $1,000,000. 2. Commercial General Liability Insurance equivalent to, as a minimum, Insurance Services Office form CG 00 01 04 13 or current equivalent. The City of Xxx Arbor shall be an additional insured. There shall be no added exclusions or limiting endorsements that diminish the City’s protections as an additional insured under the policy. $1,000,000 Each occurrence as respects Bodily Injury Liability or Property Damage Liability, or both combined $2,000,000 Per project General Aggregate $1,000,000 Personal and Advertising Injury 3. Worker's Compensation Insurance in accordance with all applicable state and federal statutes; also, Employers Liability Coverage for: Bodily Injury by Accident - $500,000 each accident Bodily Injury by Disease - $500,000 each employee Bodily Injury by Disease - $500,000 each policy limit 4. Motor Vehicle Liability Insurance equivalent to, as a minimum, Insurance Services Office form CA 00 01 10 13 or current equivalent. Coverage shall include all owned vehicles, all non-owned vehicles and all hired vehicles. The City of Xxx Arbor shall be an additional insured. There shall be no added exclusions or limiting endorsements that diminish the City’s protections as an additional insured under the policy. The limits of liability shall be $1,000,000 for each occurrence as respects Bodily Injury Liability or Property Damage Liability, or both combined. 5. Umbrella/Excess Liability Insurance shall be provided to apply in excess of the Commercial General Liability, Employers Liability and the Motor Vehicle coverage enumerated above, for each occurrence and for aggregate in the amount of $1,000,000. E. Commercial General Liability Insurance and Motor Vehicle Liability Insurance (if required by this Agreement) shall be considered primary as respects any other valid or collectible insurance that the City may possess, including any self-insured retentions the City may have; and any other insurance the City does possess shall be considered excess insurance only and shall not be required to contribute with this insurance. Contractor agrees to waive any right of recovery by its insurer against the City for any insurance listed herein. F. Insurance companies and policy forms are subject to approval of the City Attorney, which approval shall not be unreasonably withheld. Documentation must provide and demonstrate an unconditional and unqualified 30-day written notice of cancellation in favor of the City of Xxx Arbor. Further, the documentation must explicitly state the following: (a) the policy number(s); name of insurance company; name(s), email address(es), and address(es) of the agent or authorized representative; name and address of insured; project name; policy expiration date; and specific coverage amounts; (b) any deductibles or self-insured retentions, which may be approved by the City in its sole discretion; (c) that the policy conforms to the requirements specified. Contractor shall furnish the City with satisfactory certificates of insurance and endorsements prior to commencement of any work. If any of the above coverages expire by their terms during the term of this Agreement, Contractor shall deliver proof of renewal and/or new policies and endorsements to the Administering Service Area/Unit at least ten days prior to the expiration date.

  • Insurance and Indemnity Partner shall put in place and at all times maintain during the Term and for two (2) years thereafter, at its own cost and expense, appropriate and sufficient commercial general liability insurance with a reputable insurance company to cover the activities of Partner contemplated in this Agreement. The premiums for these policies of insurance shall be the responsibility of Partner. Upon request, Partner will provide Red Hat certificates of insurance for all insurance coverage. Partner will indemnify and hold harmless Red Hat from any and all liability, losses, costs, damages or expenses, including reasonable attorney’s, solicitor’s or legal fees and costs, resulting from or arising out of third party demands or claims against Red Hat relating to any of Partner’s actions including, but not limited to, performance or non-performance under this Agreement.

  • Insurance and Indemnification (a) Parent agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

  • Separate Indemnities To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

  • Liability and Indemnities (a) The Supplier and its Personnel enter the Company’s sites and premises at the Supplier and its Personnel’s own risk. (b) The Supplier is liable for and must indemnify the Company and keep it indemnified from and against any liability and any loss or damage of any kind whatsoever arising out of or in connection with any negligent act, negligent omission or breach of this Agreement by the Supplier or its Personnel. (c) The Supplier will indemnify the Company against all claims in regard to wages that may become due and payable to the Supplier’s employees and the employees of its subcontractors and all claims of its subcontractors and contractors of goods, labour or services provided in connection with the performance of this Agreement. (d) Neither party is liable to the other party for any loss of use, loss of revenue, loss of profit, loss of product or production, business interruption, loss of business opportunity, loss of savings, loss of use of capital or loss of goodwill arising out of or in connection with this Agreement except in relation to: (i) any liability in respect of death or injury to persons or damage to property; (ii) loss or liability to the extent that the Supplier is indemnified for the liability under any policy of insurance that it is required to maintain under this Agreement or would have been indemnified if it had complied with its obligations under this Agreement and the insurance policies; (iii) breach of clause 12; (iv) liability for wilful misconduct in breach of this Agreement which has substantial harmful consequences for the other party (including an intentional unlawful abandonment of this Agreement); or (v) conduct which is so grossly careless that it amounts to a reckless disregard for the harmful, foreseeable and avoidable consequences which may result from it. (e) Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion or expiration of this Agreement.

  • Expenses and Indemnities 18.1 The Borrower undertakes to indemnify the Bank on demand in respect of all costs, charges and expenses including, without limitation, legal fees and survey fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall indemnify and hold harmless the Bank from and against any damages or losses suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from the Borrower under this Clause 18 will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due or in respect of one or more of the Security Documents.

  • LIABILITY, INDEMNITY AND INSURANCE 13.1 The Training Provider is solely responsible for carrying out its obligations under this Contract and the Department is in no way liable for the actions of the Training Provider or the Training Provider Personnel. 13.2 The Training Provider releases the Department from all liabilities and Claims directly or indirectly incurred or suffered by the Training Provider or the Training Provider Personnel arising from or in connection with the Department's exercise (or purported exercise in good faith) of its rights, powers and functions under this Contract, including termination of this Contract under Clause 17. 13.3 To the maximum extent permitted by Xxx, the Training Provider indemnifies (and must at all times keep indemnified) the Department, the State and their employees, servants and agents (on behalf of whom the Department has agreed this Clause 13.3) from and against all Loss which it or they may incur or suffer and all Claims which may be brought or made against it or them by any third party arising out of or in connection with: a) the provision of, or failure to provide, Training Services by or on behalf of the Training Provider; b) any act or omission of the Training Provider, its officers, employees, agents or subcontractors in connection with this Contract, the Funds or the provision of the Training Services; c) any breach by the Training Provider of any obligation under this Contract (including breach of any warranty given under this Contract, and whether or not the breach is a Material Breach) or at Law; d) any negligent, fraudulent, reckless, wilfully wrongful, unlawful or other wrongful act or omission of the Training Provider or any Training Provider Personnel as a result of the provision of the Training Services or otherwise in connection with this Contract; e) the loss of, or damage to, any property (including property of the Department) or data as a result of the provision of the Training Services or otherwise in connection with this Contract; f) the death of, disease or injury to any person as a result of the provision of the Training Services or otherwise in connection with this Contract; g) any infringement, or alleged infringement, of any Intellectual Property Rights by the Training Provider or any Training Provider Personnel that occurs directly or indirectly as a result of the provision of the Training Services or otherwise in connection with this Contract; or h) the Training Provider suspending or otherwise ceasing to deliver the Training Services for any Skills First Student before their completion or withdrawal from a program, including as a result of the Training Provider having a liquidator appointed to it. Loss incurred by the Department in this instance includes Loss incurred as a result of the Department taking steps to assist Skills First Students to transfer to another registered training organisation to continue the training they commenced under this Contract, and may include funding the delivery of that training by that other registered training organisation. 13.4 The Training Provider's liability to indemnify the Department under Clause 13.3 will be reduced proportionally to the extent that a negligent, wilfully reckless, or unlawful act or omission of the Department has directly caused the relevant Loss or Claim. 13.5 The Department will not have any liability to the Training Provider for any indirect, special or consequential Loss arising out of breach of this Contract. 13.6 The Training Provider must, at its own expense: a) take out (with reputable insurers) all appropriate insurances at an adequate level to cover the provision of the Training Services and any risk, loss or damage arising out of or caused by the performance of those Training Services. This must include workers compensation insurance as required by Law and public liability (of not less than $20 million per event), professional liability and indemnity, and property insurances; b) maintain each such insurance policy throughout the Term and (in the case of insurances taken out on a claims made basis) for seven years after the expiry of the Term; and c) comply with insurance requirements, including conducting and improving relevant risk management practices and incident notification processes, and not do any thing to jeopardise indemnity under an insurance policy. 13.7 The Training Provider must: a) provide the Department upon request copies of insurance certificates of currency, including details of limits on cover, and any other evidence of insurances maintained; and b) immediately notify the Department via the SVTS if any insurance is cancelled, any insurance details change or an insurer refuses to indemnify it.

  • Reimbursement and Indemnification Each of the Lenders severally and not jointly agrees (i) to reimburse the Administrative Agent, in the amount of its proportionate share, for any expenses and fees incurred for the benefit of the Lenders under the Fundamental Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the administration or enforcement thereof not reimbursed by the Borrower or one of its Subsidiaries, and (ii) to indemnify and hold harmless the Administrative Agent and any of its directors, officers, employees, or agents, on demand, in the amount of its proportionate share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of the Fundamental Documents or any action taken or omitted by it or any of them under the Fundamental Documents to the extent not reimbursed by the Borrower or one of its Subsidiaries (except such as shall result from the gross negligence or willful misconduct of the Person seeking indemnification); and (iii) to indemnify and hold harmless the Issuing Lenders and any of their respective directors, officers, employees, or agents or demand in the amount of its proportionate share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs expenses or disbursements of any kind or nature whatever which may be imposed or incurred by or asserted against it relating to or arising out of the issuance of any Letters of Credit (except such as shall result from the gross negligence or willful misconduct of the Person seeking indemnification).

Most Referenced Clauses

Most Referenced Definitions