Obligations and Indemnities Sample Clauses

Obligations and Indemnities. 10.1 Seller does hereby assume and agree to pay, perform, fulfill and discharge all Retained Obligations and will hold Buyer and its officers, members, managers and employees harmless therefrom. “
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Obligations and Indemnities. TKL represents and warrants that it shall perform all work required under this Agreement in a professional, diligent and careful manner in accordance with all applicable federal, state and local laws and regulations, and the terms and conditions set forth in the Protocol, applicable SOW, and this Agreement. TKL shall accurately report the resulting data in a manner suitable to Sponsor and shall have no liability to anyone if it properly performs these duties in accordance with the terms of this Agreement and or any individual SOW. In the event of any material error or failure by TKL to perform the Study which renders the Study invalid, TKL shall repeat the Study at TKL’s own expense or repay to the Sponsor the contract price to conduct the Study. TKL shall not, under any circumstances, be liable for incidental or consequential damages attributable to any such error or failure to perform. It is the purpose and intent of this Agreement that Sponsor shall evaluate the data submitted by TKL and shall make and be solely responsible for the decisions and policies made or to be made on the basis of these data; and shall bear all the liability, if any, arising out of such decisions and policies. Sponsor agrees to defend, indemnify and hold harmless TKL, including its directors, shareholders, officers, physicians, investigators, agents and employees from any and all losses, damages, reasonable attorneys’ fees, costs, or medical expenses (a “Liability”) resulting from (a) breach of Sponsor’s representations and warranties under this Agreement; and (b) any action or inaction on the part of Sponsor which is a breach of this Agreement or any individual SOW, and (c) any claim, suit or proceeding brought by a third-party against TKL, solely as a result of TKL’s adherence to the terms of this Agreement or any individual SOW., related to this Agreement or any individual SOW. If TKL, in the enforcement of any part of this Agreement, shall incur necessary medical or litigation expenses or become obligated to pay attorney’s fees or court costs, the Sponsor agrees to reimburse TKL for such expenses, counsel fees, or other costs within thirty days after receiving written notice from TKL of TKL’s incursion of same. As a condition of this indemnification, TKL shall give Sponsor written notice of any claim made against TKL within five (5) days of receipt of same on the obligations indemnified against and provide Sponsor with cooperation and assistance to defend such claims at Spon...
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Obligations and Indemnities. 8.1 If you fail to contract out of the Consumer Guarantees Act 1993 in accordance with clause 6.6 above, then you will indemnify us for any damage or expenses that we may incur as a result of any claim being brought against us by a customer who purchases the Goods from you, which would have been otherwise barred had you contracted out of the Consumer Guarantees Act 1993.
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Obligations and Indemnities 
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Related to Obligations and Indemnities

  • GUARANTEES AND INDEMNITIES (a) The Company is not a party to and is not liable (including contingently) under a guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person's obligation.

  • Payment of Fees and Indemnities The Asset Representations Reviewer shall submit reasonably detailed invoices to the Sponsor for any amounts owed to it under this Agreement. To the extent not paid by the Sponsor and outstanding for at least 60 days, the fees and indemnities provided for in this Section 4.3 shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement; provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Asset Representations Reviewer shall notify the Sponsor in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Sponsor shall reimburse the Issuer in full for such payments.

  • Indemnities 16.1 The Grantee indemnifies the Commonwealth, its officers, employees and contractors against any claim, loss or damage arising in connection with the Activity.

  • Termination Indemnities The value of the RSUs is an extraordinary item of compensation outside the scope of your employment contract, if any. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments to which you may be otherwise entitled.

  • Expenses and Indemnities 27 8.1 Expenses .................................................... 27 8.2

  • WARRANTIES AND INDEMNITIES It is agreed that:

  • Other indemnities The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

  • Representations and Indemnities to Survive The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

  • Tax Gross Up and Indemnities 12.1 Tax definitions

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