Producer’s Indemnification Sample Clauses

Producer’s Indemnification. In addition to and without limiting the indemnities set forth in the Agreement, Producer further agrees to defend, indemnify and hold harmless Company, Company’s parents, affiliates, related and subsidiary entities, the sponsors of the Series, the Gates Foundation, and the shareholders, board members, officers, agents, employees, directors, licensees and assigns of each of the foregoing from and against any and all claims, liabilities, loss, damages and expenses (including, without limitation, reasonable outside attorney’s fees) arising out of or related to: a. The development, production and exploitation of the TPW Content, any services rendered hereunder and/or the acts or omissions of Producer, its agents, employees, representatives or contractors, including without limitation, the TPW Producer, crew members, personnel and/or on-camera participants (the “Producer Parties”) in connection therewith, including without limitation, with respect to any physical injury, death, disability, property theft or property damage sustained by any Producer Parties during or in connection with the production of the TPW Content and/or any other element of the Series and/or other services rendered hereunder, including, without limitation, any development, pre-production, production and post-production activities and/or any travel associated therewith; b. The negligence, recklessness and/or other tortious acts committed by any Producer Parties; c. The violation of or failure to comply with any applicable Laws pertaining to production of the TPW Content and/or any other element of the Series (including, without limitation, development, pre-production, production and post-production activities) by any Producer Parties; and/or d. Any breach or any third party claim alleging facts, which, if true, would constitute a breach of any representation, warranty, covenant or obligation of Producer contained in or made pursuant to the Agreement (as amended hereby) or otherwise made to Company. Producer’s review or approval of the TPW Content, the Series or any elements thereof, or any documents or agreements related to or concerning the TPW Content and/or the Series shall neither operate to waive or limit in any way Producer’s indemnity obligations under the Agreement (as amended hereby) nor trigger Company’s indemnity obligations under the Agreement. Unless the parties otherwise agree in writing, or as required by law, Producer’s indemnity obligations shall not be waived or limited in...
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Producer’s Indemnification. Producer shall hold harmless and indemnify Completion Guarantor and UniFi, and their respective officers, directors, shareholders, employees, attorneys, subcontractors, agents, and other representatives from and against any claims, actions, suits, proceedings, judgments, and demands, together with all losses, liabilities, damages, costs and expenses incident thereto (including Attorneys’ Fees and Costs) and Interest thereon arising out of any Event of Default. Completion Guarantor shall control the litigation or resolution of any claim, action, suit, or proceeding to which this indemnity applies. Completion Guarantor shall solely control the right to select counsel for itself, UniFi, and/or Producer to defend, compromise, or settle any such claim, action, suit, or proceeding. Producer shall have the right, at its cost, to appoint counsel and participate in the defense and resolution of any such claim, action, suit, or proceeding.
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Producer’s Indemnification. Except as specifically provided elsewhere in this Agreement, Producer shall indemnify and defend SSS and any SSS Party from, at all times after the date hereof, any and all Losses incurred or required to be paid, directly or indirectly, by, or sought to be imposed upon, SSS or any SSS Party: (i) for personal injury or death to persons or damage to property arising out of any negligent or intentional act or omission by Producer in connection with this Agreement; (ii) resulting from, arising out of, or related to Producer’s violation of any Law to be complied with by Producer under this Agreement; or (iii) for Producer’s breach or default of any of its covenants or representations and warranties under this Agreement.
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Producer’s Indemnification. The Producer shall indemnify, hold harmless, and defend the Company, its parent and its Affiliates, as the case may be, and their respective officers, directors, employees, agents, contractors, subcontractors, invitees, successors and permitted assigns from and against any and all claims, liabilities, costs, damages, and expenses (including, without limitation, reasonable attorney and expert fees, and disbursements incurred by any of them in any action or proceeding between the Company and a third party or the Producer) for damage to property, injury to or death of any person, including the Company's employees or any third parties (collectively, "Company's Damages"), to the extent caused wholly or in part by any act or omission, negligent or otherwise, by the Producer and/or its officers, directors, employees, agents, and subcontractors arising out of or connected with the Producer's performance or breach of this Agreement, or the exercise by the Producer of its rights hereunder. In furtherance of the foregoing indemnification and not by way of limitation thereof, the Producer hereby waives any defense it might otherwise have under applicable workers' compensation laws.
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Producer’s Indemnification. ‌ Without prejudice to Section 4.1, and subject to Section 4.4, Section 4.5, Section 4.6, Section 4.7 and Section 6.8, Producer shall indemnify, defend and hold harmless the Generator Indemnified Parties from and against any and all Claims resulting from or arising out of any breach of any of Producer’s representations, warranties, covenants or agreements in this Agreement which (if curable) is not cured in accordance with this Agreement, in either case whether caused by Producer or Operator or an employee, agent or contractor of either of them (other than Generator in its role as Coal Consultant under the Coal Handling and Consulting Agreement).
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Producer’s Indemnification. The Producers hereby agrees to RELEASE, DEFEND, INDEMNIFY and HOLD HARMLESS Company Group from and against Claims, Losses and Expenses for damage to the Producer Equipment and/or for bodily injury to, illness, or death of Producer Group's personnel arising out of the Parties' performance under this Agreement.
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Producer’s Indemnification a. Producer shall defend, indemnify and hold harmless the Company and each person or entity which controls the Company and its affiliate depository institutions and their respective directors, offices, agents, and employees against any and all losses, claims, damages, liabilities, actions, costs or expenses to which such indemnified party may become subject to the extent such losses, claims, damages, liabilities, actions, costs or expenses arise out of or are based upon: (i) the failure of Producer to remain a duly licensed broker/agent under state laws. (ii) any violations of state insurance laws (including, without limitation, laws relating to registration or qualification as an insurance broker/agent by Producer, its officers, its agents or its employees arising out of the purchase, sale, of any insurance. (iii) any breach, default or violation of, under or with respect to any of Producer’s duties, obligations, representations. Warranties of covenants contained in this Agreement; and (iv) any negligence, gross negligence, recklessness or willful or intentional misconduct of, or violations of any law by Producer or any of Producer’s employee or agents. b. Producer agrees to maintain, in full force and effect, a professional liability insurance policy insurance in amounts sufficient to meet its indemnification obligations under Section 6. Producer agrees to provide Company with a copy of the policy declaration page. c. This Section 6 shall survive termination of this Agreement until expiration of the applicable statute of limitations. The Company has the right to participate in the investigation and defense of any claim arising under this Section and may, at the Company sole opinion, assume full defense in any action filed.
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Related to Producer’s Indemnification

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Buyer’s Indemnification Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Lenders’ Indemnification Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.

  • Waivers Indemnification 90 11.1 Demand; Protest; etc...........................................................................90 11.2 The Lender Group's Liability for Collateral....................................................90 11.3 Indemnification................................................................................90

  • Seller’s Indemnification Obligations Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify and hold Purchaser, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) harmless from and against any and all claims, obligations, actions, liabilities, damages or expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreement.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

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