PARTICIPANT'S INDEMNITY Sample Clauses

PARTICIPANT'S INDEMNITY. (a) The Participant must indemnify and keep indemnified RMS and the State of New South Wales against all Loss (on a full indemnity basis and whether incurred by, or awarded against, RMS or the State of New South Wales) that RMS or the State of New South Wales may sustain or incur as a result, whether directly or indirectly arising out of or in relation to:
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PARTICIPANT'S INDEMNITY. The participant agrees to indemnify, protect and hold harmless IFUS, its officers, directors, employees, agents and Affiliates for any and all losses, damages, expenses and costs, including reasonable attorneys’ fees, arising from a claim, suit or other proceeding made or instituted by any Regulatory Authority, person or entity arising from:
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PARTICIPANT'S INDEMNITY. Participant hereby agrees to indemnify, hold harmless and defend RN from all claims, damages, costs and expenses, including reasonable attorneys' fees and litigation expenses, arising out of or as a result of Participant's breach of the above warranties and representations or this Agreement. Participant, at its own expense, shall have the right to employ separate counsel and participate in the defense thereof. Notwithstanding the foregoing, Participant shall not be liable for any material not contained in or a part of the Content or Content Headlines provided by Participant, or inserted in the Content or Content Headlines by RN without the permission or ratification of Participant.
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PARTICIPANT'S INDEMNITY. Participant hereby agrees to indemnify, hold harmless and defend RN from all claims, damages, costs and expenses, including reasonable attorneys' fees and litigation expenses, arising out of or as a result of Participant's breach of the above warranties and representations or this Agreement. Participant, at its own expense, shall have the right to employ separate counsel and participate in the defense thereof.
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PARTICIPANT'S INDEMNITY. The Participant shall defend, indemnify, assume all responsibility for, and hold the Agency and the City, and their representatives, volunteers, officers, employees and agents, harmless from all claims, demands, damages, defense costs or liability for any damages to property or injuries to persons, including accidental death (including reasonable attorneys fees and costs), which may be caused by any acts or omissions of the Participant under this Agreement and/or with respect to the development, ownership and/or operation of the Participant Improvements by the Participant, whether such activities or performance thereof be by the Participant or by anyone directly or indirectly employed or contracted with by the Participant and whether such damage shall accrue or be discovered before or after termination or expiration of this Agreement. This indemnity shall survive the termination, expiration, invalidation or performance in full or in part of this Agreement, and, without limiting the foregoing, shall survive the Closing. The Agency and Participant acknowledge and agree that the indemnity obligations set forth in this Section 407.1 shall not apply to any Environmental Liabilities and that such Environmental Liabilities shall be governed by the other provisions of this Agreement.
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PARTICIPANT'S INDEMNITY. The Participants indemnify Mindarie and agrees to keep Mindarie indemnified against all loss or damage which Mindarie suffers to the extent to which it is caused directly by:
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PARTICIPANT'S INDEMNITY. Participant agrees to indemnify and hold harmless Sage, its officers, directors, employees, and agents against and from any and all claims, demands, liability suits, causes of action, lawyer's fees, including lawyer's fees on appeal, arising from or caused by Participant's breach of any provision of this Agreement or arising out or as a result of services Participant provides to an End User, including but not limited to claims for damages based on personal injury (including death) and property damage caused by Participant's negligent or willful conduct, but not including claims covered by the Sage obligation to indemnify Participant as described in Paragraph 12.
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Related to PARTICIPANT'S INDEMNITY

  • Liability of Servicer; Indemnities (a) The Servicer (in its capacity as such) shall be liable hereunder only to the extent of the obligations in this Agreement specifically undertaken by the Servicer and the representations made by the Servicer.

  • Forfeiture and Repayment Provisions Notwithstanding the terms regarding vesting and forfeiture or any other provision set forth in this Agreement, the Participant agrees that during the Restricted Period (or the Enhanced Restricted Period, if/as applicable), if the Participant breaches any of the terms or conditions in this Section, then in addition to all rights and remedies available to the Company and/or its Affiliates at law and in equity, the Participant shall immediately forfeit any portion of the Award that has not otherwise been previously forfeited under the applicable terms of this Agreement and that has not yet been paid, exercised, settled, or vested. The Company and/or its Affiliates may also require repayment from the Participant of any and all of the compensatory value of the Award that the Participant received during the Restricted Period (or the Enhanced Restricted Period, as applicable), including without limitation the gross amount of any Common Stock distribution or cash payment made to the Participant upon the vesting, distribution, exercise, or settlement of the Award and/or any consideration in excess of such gross amounts received by the Participant upon the sale or transfer of the Common Stock acquired through vesting, distribution, exercise or settlement of the Award. The Participant shall promptly pay the full amount due upon demand by the Company and/or its Affiliates in the form of cash or shares of Common Stock at current Fair Market Value.

  • 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.

  • Post-Employment Obligations In consideration of the covenants of the Company herein, the Executive agrees as follows:

  • Limitation of Liability of the Administrator; Indemnification The Administrator (and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it) shall not be liable to the Company for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement or otherwise as administrator for the Company and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Company. Notwithstanding the preceding sentence of this Section 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Administrator’s duties or by reason of the reckless disregard of the Administrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder).

  • No Post-Employment Obligations No Company Employee Plan provides, or reflects or represents any liability to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any person for any reason, except as may be required by COBRA or other applicable statute, and the Company has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided with retiree life insurance, retiree health or other retiree employee welfare benefit, except to the extent required by statute.

  • Compensation; Indemnity; Fees The Depositor agrees:

  • POST-TERMINATION OBLIGATIONS All payments and benefits to Executive under this Agreement shall be subject to Executive's compliance with this Section 9 for one (1) full year after the earlier of the expiration of this Agreement or termination of Executive's employment with the Holding Company. Executive shall, upon reasonable notice, furnish such information and assistance to the Holding Company as may reasonably be required by the Holding Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party.

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