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. (a) Notwithstanding any other provision of this Agreement, neither THE SOURCE nor any affiliate or employee of THE SOURCE shall be liable to KMART or any creditor of KMART for any mistake, error or misjudgment of THE SOURCE or its affiliates, or their officers, directors, employees or agents, for any losses, liabilities or claims incurred or suffered by KMART, or its creditors in connection with the rendering of Services by THE SOURCE or occurring in connection with the operation of the business, or for any services, products or equipment provided by any contractor, agent, accountant or counsel retained on behalf of KMART, except for losses resulting from the willful misconduct, fraud or negligence of THE SOURCE in the performance of its duties under this Agreement or from a breach of this Agreement by THE SOURCE. THE SOURCE shall indemnify KMART and its officers, directors, partners, representatives, agents and employees ("KMART") against and hold KMART Indemnified Persons harmless from all liabilities, losses, claims, actions, suits, penalties, damages and expenses (including reasonable attorneys' fees and court costs) based on or arising out of or in connection with the performance by THE SOURCE or its duties to KMART hereunder but only where such liabilities, losses, claims, actions, suits, penalties, damages and expenses are due to the negligence, fraud or willful misconduct of, or a breach of this Agreement by, THE SOURCE, its officers, directors, employees, agents, and control persons.
(b) KMART shall indemnify THE SOURCE and its affiliates, and their officers, directors, partners, representatives, employees and agents ("THE SOURCE Indemnified Persons"), against and hold THE SOURCE Indemnified Persons harmless from all liabilities, losses, claims, actions, suits, penalties, damages and expenses (including reasonable attorneys' fees and court costs) based on or arising out of or in connection with the performance by THE SOURCE or other THE SOURCE Indemnified Person or other parties selected by THE SOURCE in connection with the performance of this Agreement or the operation of the Business, including actions by or claims of any creditor, or former creditor, of KMART, except to the extent, and only to the extent, any such loss, liability, claim, action, suit, penalty, damage or expense is proven to have incurred or sustained as a result of the willful misconduct, fraud or negligence of THE SOURCE or its affiliates, and their officers, directors, partne...
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. (a) To the maximum extent permissible by applicable law, the Representative shall incur no liability of any kind to any Company Holder or any other Person with respect to any action or inaction taken or failed to be taken, by it or by its agents, in connection with its services as the Representative, except with respect to its own willful misconduct or gross negligence. Anything in this Agreement to the contrary notwithstanding, in no event shall the Representative be liable under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby to the Company Holders for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), regardless of whether or not any such damages were foreseeable or contemplated and even if the Representative has been advised of the likelihood of such loss or damage, no matter the form of action. The Representative may act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the applicable Company Holder or other party. In all questions arising under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby, the Representative may rely on the advice of counsel, accountants or other skilled persons, and the Representative will not be liable to any Company Holder or any other Person for anything done, omitted or suffered in good faith by the Representative based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement, the Escrow Agreement or any of the transactions contemplated hereby shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby or thereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions.
(b) To the maximum extent permissible by applicable law, the Payment Agent (in its capacity as such) shall incur no liability of any kind to any Company Holder o...
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.
No Liability; Indemnification. Neither the University nor ESD shall in any event whatsoever be liable for any injury or damage, cost or expense of any nature whatsoever that occurs as a result of or in any way in connection with the Project. Recipient agrees to and shall, to the fullest extent permitted by law, indemnify, defend and hold harmless the University and its trustees, officers, employees, agents, representatives and contractors and ESD (the “Indemnified Parties”) from and against any and all claims, demands, actions, losses, damages, liabilities, costs and expenses, including, but not limited to, reasonable attorneys’ fees (including those in the University’s Office of University Counsel) based upon or arising out of the Project, or any activities, services performed, work done or acts or omissions by Recipient or its employees, agents or representatives under this Agreement. This Section shall survive the termination of this Agreement.
No Liability; Indemnification. Neither party shall have any responsibility or liability to the other party in the event that any negotiations authorized hereunder do not result in an agreement or with respect to the terms or provisions of any agreement with * entered into in accordance with the terms provided herein. Neither party shall have any liability to the other party in the event of a breach, default, or termination of any Will Carry Agreement or Affiliation Agreement. Each party shall indemnify and hold the other party harmless from and against any and all claims by third parties, and any liabilities, costs and expenses (including attorneys’ fees) relating thereto, arising from such party’s actions in the performance of this Agreement. The provisions of this Paragraph 6 shall * This information has been redacted pursuant to a request for confidential treatment submitted to the SEC on May 2, 2008. We have filed the redacted material separately with the SEC. survive termination of this Agreement and/or termination or rescission of the authorizations granted herein.