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 (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, 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 Xxxxxx’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. (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. 3.1 The Seller hereby indemnifies Purchaser for any loss, cost, expense or other damage suffered by Purchaser resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made in the instant Agreement herein.
3.2 The Purchaser hereby indemnifies Seller for any loss, cost, expense or other damage suffered by Seller resulting from, arising out of, or incurred with respect to the falsity or the breach of any representation, warranty or covenant made in the instant Agreement herein.
lndemnification. 9.1 With respect to damages, the Parties agree that the Czech law will apply.
lndemnification. At a minimum, Visit Orlando expects the firm selected to indemnify, defend, and hold harmless Visit Orlando and its affiliates against third party claims arising out of firm's acts or omissions.
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. 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. In addition to any rights to indemnification to which Officer is entitled under the Company's Articles of Incorporation and By-Laws or under the agreement between Company and Officer attached hereto as Exhibit 2, Company shall indemnify Officer at all times during and after the Term of the Agreement to the maximum extent permitted under applicable law of the State of Illinois or any successor provision thereof and any other applicable state law, and shall pay Officer's expenses in defending any civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding, to the maximum extent permitted under such applicable state laws.
lndemnification. In any suit, proceeding or action brought by the Secured Party relating to any Account, Contract or any Instrument for any sum owing thereunder, or to enforce any provision of any Account, Contract or Instrument, the Company will save, indemnify and keep the Secured Party harmless from and against all expense, loss or damage suffered by reason or any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by the Company of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of; such obligations or the Company shall be and remain enforceable against and only against the Company and shall not be enforceable against the Secured Party.
