No Liability; Indemnification. Neither the Board nor any Committee member, nor any Person acting at the direction of the Board or the Committee, shall be liable for any act, omission, interpretation, construction or determination made in good faith with respect to the Plan, any Award or any Award Agreement. The Company and its Affiliates shall pay or reimburse any member of the Committee, as well as any Director, Employee, or Consultant who takes action in connection with the Plan, for all expenses incurred with respect to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims, liabilities, and costs (including reasonable attorney’s fees) arising out of their good faith performance of duties under the Plan. The Company and its Affiliates may obtain liability insurance for this purpose.
No Liability; Indemnification. All acts of the Representative hereunder in its capacity as such shall be deemed to be acts on behalf of the Sellers and not of the Representative individually. The Representative will incur no liability of any kind with respect to any action or omission by the Representative in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability directly resulting from the Representative’s fraud, gross negligence or willful misconduct. The Representative shall not be liable for any good faith action or omission pursuant to the advice of counsel. The Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend and hold harmless the Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Sellers, any such Representative Losses may be recovered by the Representative from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the...
No Liability; Indemnification. This Assignment and its acceptance by Assignee shall not impose any liability on Assignee for any default by Assignor under the Hotel Agreements occurring prior to the Effective Date. Assignor shall indemnify, protect, defend and hold Assignee harmless from any and all losses, demands, damages, claims, liabilities, costs and expenses, including, but not limited to, attorneys’ fees arising out of or in connection with any default by Assignor under the Hotel Agreements occurring prior to the Effective Date. Assignee shall indemnify, protect, defend and hold Assignor harmless from any and all losses, damages, claims, liabilities, costs and expenses including, without limitation, attorneys’ fees, arising out of or in connection with any default by Assignee under the Hotel Agreements that occurs after the Effective Date.
No Liability; Indemnification. (a) The Authority and the Insurer and all directors, officers, agents and employees thereof, shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Property. To the extent permitted by law, the City shall, at its expense, indemnify and hold the Authority, the Insurer and the Trustee and all directors, members, officers and employees thereof harmless against and from any and all claims by or on behalf of Person arising from the acquisition, construction, occupation, use, operation, maintenance, possession, conduct or management of or from any work done in or about the Property or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Property or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity. The City also covenants and agrees, at its expense, to pay and indemnify and save the Authority, the Insurer and the Trustee and all directors, officers and employees thereof harmless against and from any and all claims arising from (i) any condition of the Property and the adjoining sidewalks and passageways, (ii) any breach or default on the part of the City in the performance of any covenant or agreement to be performed by the City pursuant to this Lease Agreement, (iii) any act or negligence of licensees in connection with their use, occupancy or operation of the Property, or (iv) any accident, injury or damage whatsoever caused to any person, firm or corporation in or about the Property or upon or under the sidewalks and from and against all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any claim referred to in this Section, but excepting the negligence or willful misconduct of the person or entity seeking indemnity. In the event that any action or proceeding is brought against the Authority, the Insurer or the Trustee or any director, member, officer or employee thereof, by reason of any such claim, the City, upon notice from the Authority, the Insurer or the Trustee or such director, member, officer or employee thereof, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Authority, the Insurer or the Trustee or such director, memb...
No Liability; Indemnification. 7.2.1 MANITOBA, MHSAL, the Minister and their respective employees, agents and auditors shall not be liable or suffer loss for any claim, injury, demand or judgment of any kind whatsoever arising out of the sale, compounding, preparation, dispensing, manufacturing, labeling, consultation, communication of information on the prescribed or recognized use of medication, use of any medication or any service provided, records made or pharmacological study of such records preferred, by the PHARMACY OWNER pursuant to this Agreement.
7.2.2 Regardless of the insurance coverage required in this Section 7.0, the PHARMACY OWNER shall fully indemnify, defend and hold harmless MANITOBA, MHSAL, the Minister and their respective employees, agents and auditors from and against the following:
(a) the full amount of any losses, expenses, claims demands, damages, judgments, awards, or costs arising out of or attributable to any of the foregoing; and
(b) any claims or demands brought by any Beneficiary or his or her Eligible Dependant or other parties in respect of (i) any payment made by MHSAL to the PHARMACY OWNER pursuant to this Agreement; (ii) the delivery of Pharmacy Services; and (iii) any liability or expense arising from any claim or proceeding resulting from any act or omission, or any breach of this Agreement, by the PHARMACY OWNER or by its employees, agents or contractors.
No Liability; Indemnification. The Escrow Agent shall not be liable in connection herewith except to the extent of its proven willful misconduct or gross negligence. The Escrow Parties shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys fees and disbursements, arising out of and in connection with this Agreement; provided, however, that in the event of a dispute among the Escrow Parties, the non-prevailing party shall indemnify and hold the prevailing party harmless against any and all costs and expenses (including reasonable attorneys fees) incurred by the prevailing party pursuant to the provisions hereof.
No Liability; Indemnification. All decisions and actions by the Shareholder Representative, including, without limitation, any agreement between the Shareholder Representative and Parent relating to indemnification obligations of the Shareholders under this Section 8.4, including the defense or settlement of any claims and the making of payments with respect thereto, shall be binding upon all of the Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholder Representative shall not be Liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of its reasonable judgment as to the best interests of the Shareholders, and the Shareholder Representative shall incur no Liability to the Shareholders with respect to any action taken or suffered by the Shareholder Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this Article VIII, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholder Representative’s own willful misconduct. The Shareholder Representative may, in all questions arising under this Agreement or any agreement contemplated hereunder, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Shareholder Representative shall not be Liable to the Shareholders. The Shareholders shall jointly and severally indemnify the Shareholder Representative and hold it harmless for any loss, Liability or expense incurred by the Shareholder Representative arising out of or relating to the Shareholder Representative’s actions hereunder so long as the Shareholder Representative acted in good faith and without willful misconduct.
No Liability; Indemnification. The Stockholders’ Representative shall not be liable for any actions taken or omitted to be taken under or in connection with this Agreement or the Ancillary Agreement, except for such actions taken or omitted to be taken resulting from the Stockholders’ Representative’s willful misconduct or fraud. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholders’ Representative pursuant to such advice shall in no event subject the Stockholders’ Representative to liability by any Stockholder. Parent hereby acknowledges and agrees that the Stockholders’ Representative may engage the Company’s current counsel to represent the Stockholders’ Representative in matters relating to this Agreement and the Escrow Agreement and that such representation would be adverse to the interests of the Surviving Corporation. Parent and the Company hereby waive any right that Parent or the Surviving Corporation might have in the future to object to any such representation. Furthermore, each Stockholder shall be liable for, severally (and not jointly), in accordance with his, her or its Pro Rata Share, and shall indemnify the Stockholders’ Representative from and against, any loss, liabilities or expenses (including, without limitation, reasonable attorneys’ fees and expenses) paid or incurred by the Stockholders’ Representative in connection with the performance of its duties as Stockholders’ Representative, or as a result of or in the defense of any claim brought against the Stockholders’ Representative relating to the acts or omissions of the Stockholders’ Representative hereunder (however, the foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Stockholders’ Representative hereunder for its willful misconduct or fraud). The payment of such liabilities and expenses shall first be made by the Stockholders’ Representative directly from the Stockholders out of distributions to them from the Reserve, then from the Escrow Amount and thereafter the Stockholders’ Representative shall have the right to demand payment with respect to such expenses from each Stockholder severally (and not jointly) in accordance with the Stockholders’ Pro Rata Share; provided, however, that neither Parent...
No Liability; Indemnification. 13.1 The Pledgee shall not be liable for any damage suffered or costs incurred by the Pledgors as a result of, and shall not in any other way be liable for, exercising (or failing to exercise) any of its powers, rights and remedies under this Agreement (including any shortfall in the proceeds of the sale of the Collateral).
13.2 The Pledgors shall indemnify the Pledgee against any claims (including any damage suffered and costs incurred as a result of such claim) made by third parties in connection with this Pledge.
No Liability; Indemnification. Caribbean acknowledges and agrees that Kenilworth shall not be liable to Caribbean or any third party for any known or unknown losses, including, without limitation, gambling losses, debts, judgments, claims, actions, causes of action, suits for damages, at law and in equity, damages, fines, fees, penalties, deficiencies, expenses, interest, court costs, fees of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment (collectively, “Losses”), which Caribbean may now have or hereafter acquire by reason of any Losses arising under, occurring by reason of, or in any way relating to the Test or the Simulcast, except to the extent such Losses occur as a result of the intentional or negligent acts or omissions of Kenilworth. Caribbean shall indemnify Kenilworth and its shareholders, officers, directors, managers, employees and agents in respect of, and hold each of them harmless from and against, any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of, or relating to the Test or the Simulcast, except to the extent such Losses occur as a result of the intentional or negligent acts or omissions of Kenilworth.
