lndemnification. The Company shall indemnify, defend and hold the Paying Agent and its directors, officers, employees and agents (collectively with the Paying Agent, the “Indemnitees”) harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket expenses, and reasonable legal fees and expenses, (collectively, “Losses”), that may be imposed on, incurred by, or asserted against, any lndemnitee for or in respect of its (1) execution and delivery of this Agreement (2) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Paying Agent is authorized to rely pursuant to the terms of this Agreement and (3) performance under this Agreement, except in the case of such performance only and with respect to any Indemnitee to the extent that the Loss resulted from such Indemnitee’s gross negligence or willful misconduct. The provisions of this Section 7 shall survive the resignation or removal of the Paying Agent and the termination of this Agreement for any reason.
lndemnification. To the fullest extent permitted by Applicable Law, Tenant hereby agrees to defend, indemnify, protect and hold harmless Landlord and Landlord’s Agents and any successors to all or any portion of Landlord’s interest in the Premises and their directors, officers, partners, managers, members, employees, authorized agents, representatives, affiliates and Mortgagees (collectively, the "Landlord Parties"), from and against any and all damage, loss, claim, liability and expense, including, but not limited to, actual attorneys’ fees and legal costs, incurred directly or indirectly by reason of any claim, suit or judgment brought by or on behalf of (i) any person or persons for damage, loss or expense due to, but not limited to, personal or bodily injury or property damage sustained by such person or persons which arise out of, are occasioned by, or are in any way attributable to the use or occupancy of the Premises or the acts or omissions of the Tenant or Tenant’s Agents in or about the Premises or the Project (including, but not limited to, any Event of Default hereunder), or (ii) Tenant or Tenant’s Agents for damage, loss or expense due to, but not limited to, personal or bodily injury or property damage which arise out of, are occasioned by, or are in any way attributable to the use of any of the Common Area, except to the extent caused by the sole gross negligence or willful misconduct of Landlord.
lndemnification. To the fullest extent permitted by Applicable Law, Tenant hereby agrees to defend (with attorneys acceptable to Landlord), indemnify, protect and hold harmless Landlord and Landlord's Agents and any successors to all or any portion of Landlord's interest in the Premises and their directors, officers, partners, managers, members, employees, authorized agents, representatives, affiliates and Mortgagees (collectively, the "Landlord Parties"), from and against any and all damage, loss, claim, liability and expense, including, but not limited to, actual attorneys' fees and legal costs, incurred directly or indirectly by reason of any claim, suit or judgment brought by or on behalf of (i) any person or persons for damage, loss or expense due to, but not limited to, personal or bodily injury or property damage sustained by such person or persons which arise out of, are occasioned by, or are in any way attributable to the use or occupancy of the Premises or the acts or omissions of the Tenant or Tenant's Agents in or about the Premises, the Property or the Building (including, but not limited to, any Event of Default hereunder), or (ii) Tenant or Tenant's Agents for damage, loss or expense due to, but not limited to, personal or bodily injury or property damage which arise out of, are occasioned by, or are in any way attributable to the use of any of the Common Area, except to the extent caused by the negligence or willful misconduct of Landlord.
lndemnification. Registrar, at its own expense and within thirty days after presentation of a demand by PIR under this Section, will indemnify, defend and hold
lndemnification. 9.1 With respect to damages, the Parties agree that the Czech law will apply.
lndemnification. (a) Seller shall indemnify, hold harmless, and at Buyer’s request, defend Buyer, its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses and expenses, including attorneys’ fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Agreement, including,
(b) Should Buyer's use, or use by its distributors, Purchase Order/Subcontractors or customers, of any Goods or Services purchased from Seller be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Seller shall, at its sole cost and expense, either: (i) substitute fully equivalent non-infringing Goods or Services; (ii) modify the Goods or Services so that they no longer infringe but remain fully equivalent in form, fit and functionality; (iii) obtain for Buyer, its distributors, Purchase Order/ Subcontractors or customers the right to continue using the Goods or Services; or, (iv) if none of the foregoing is possible, refund all amounts paid for the infringing Goods or Services.
(c) Seller shall without limitation as to time, defend, indemnify and hold Buyer harmless from all liens which may be asserted against property covered hereunder, including without limitation mechanic's liens or claims arising under Worker's Compensation or Occupational Disease laws and from all claims for injury to persons or property arising out of or related to such property unless the same are caused solely and directly by Buyer’s negligence.
lndemnification. The StretchFit equipment owner shall indemnify, defend at StretchFit Pty Ltd’s re- quest, and hold harmless StretchFit Pty Ltd and its subsidiaries and affiliated entities, and each of their respective officers, affiliates, directors, agents, and employees (collectively, a “StretchFit Party”) from and against any and all actions, claims, liabilities, judgments, settlements, losses, damages, expenses, and costs (including court costs and attorneys’ fees), arising from or related to any third-party claim, suit, or proceeding brought against any StretchFit Party which arises from or is related to: (a) StretchFit equip- ment owners breach of any of its obligations described herein; (b) infringement or misappropriation by StretchFit equipment owner of any intellectual property, personal or proprietary right of StretchFit Pty
lndemnification. Each party shall indemnify, defend and hold the other party (and all officers, directors, agents, and affiliates thereof) harmless from and against any and all claims, demands, actions, losses damages, assessments, charges, liabilities, costs, and expenses (including without limitation, interest, penalties, attorney’s fees and disbursements) which may at any time be suffered or incurred by, or be asserted against, any and all of them directly or indirectly, on account of or in connection with:
A. The other party’s default under any provision herein, breach of any warranty or representation herein, or failure in any way to perform any obligation hereunder; or
B. Bodily injury or damage to property (including death) to any person (including without limitation, any employee of either party and any third person), and any damage to or loss of use of any property, arising out of or in any way relating to the Services or pursuant, directly or indirectly to this Agreement. Each party shall hold the other party harmless and indemnify each other from and against any claim, cause of action, judgment, liability or expense relating to or arising out of the acts or omissions of the other party’s employees, contractors and agents.
lndemnification. Customer shall defend, indemnify, and hold harmless all members of the SSM Group from and against any and ali direct or indirect claims, liabilíties, losses, costs, damages, jüdgments, penalties, interest and expenses (including but not limited to reasonable attorneys' fees and costs) arising out of or relating to: (i) any use of the Service by Customer or any End User, íncludíng but not limited to the content of material transmitted thereon that is or is alleged to be libelous, slanderous, obscene or indecent, an fnfringement of patent, copyright or any other intellectual property rights, an infringement of data protection laws or a breach in the privacy or security of transmissions; (ii) Customer's víolation of its obligations under Sections 3 and 5 of this MSA; (íii) any claims brought by any End User(s) or any other third parties in connection with any Service, including but not limited to any disputes between or among Customer and its End Users or its program, data or other transmission content suppliers; (iv) any warranty, representatíon or o cualquier Orden de Servicio; o (íii) cualesquiera xxxxx y perjuicios que se produzcan como resultado de que el Cliente no haya cesado de inmediato sus transmisiones al Satélite después xx xxxxx recibido por teléfono u otro medio una notificación de SSM en el sentido de que cese de inmediato dichas transmisiones.
lndemnification. The Lender specifically acknowledges that the Corporation will be making representations and warranties regarding the Eligible Loans to be Financed as part of the proposed public offering of Obligations of the Corporation (including without limitation Obligations to be issued under the Indenture) based in part on the accuracy of the Lender's representations and warranties in this Agreement. The Lender agrees to indemnify and save the Trustee and the Corporation, the nonprofit corporation formerly known as Student Loan Finance Corporation and the underwriters or dealers for said obligations harmless of, from and against any and all loss, cost, damage or expense, including reasonable attorneys' fees, incurred by reason of any breach of the Lender's warranties or representations hereunder or any false or misleading representations of the Lender or any failure to disclose any matter which makes the warranties and representations herein misleading or any inaccuracy in any information furnished by the Lender in connection herewith.
