Reciprocal Indemnification. We and You each agree to accept full and exclusive responsibility for Our own acts and those of Our respective employees, agents and subordinates, and to indemnify, hold harmless from and reimburse the other for any liabilities, claims, demands, costs and expenses incident to any claim, loss, damage or injury of any kind, including attorney's fees and court costs incurred arising from our Respective acts and omissions.
Reciprocal Indemnification. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, EACH PARTY (AS SUCH, THE "INDEMNIFYING PARTY") AGREES TO INDEMNIFY AND TO HOLD HARMLESS THE OTHER PARTY AND THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF THE OTHER PARTY (AS SUCH, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, CAUSES OF ACTION, COSTS OR EXPENSES (INCLUDING ATTORNEY'S FEES) OF WHATSOEVER NATURE WHICH ARE ASSERTED AGAINST OR INCURRED BY ANY INDEMNIFIED PARTY AS A RESULT OF THE BREACH BY THE INDEMNIFYING PARTY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR AS A RESULT OF ANY NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE INDEMNIFYING PARTY OR OF ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE INDEMNIFYING PARTY. ANY AMOUNT PAYABLE BY THE INDEMNIFYING PARTY UNDER THIS SECTION 10 SHALL BE DUE WITHIN TEN (10) DAYS AFTER WRITTEN DEMAND AND ANY SUCH AMOUNT WHICH IS NOT PAID WHEN DUE SHALL BEAR INTEREST FROM THE DUE DATE TO THE DATE OF PAYMENT AT THE RATE OF 16% PER ANNUM (OR, IF LESS, AT THE MAXIMUM RATE OF INTEREST PERMITTED UNDER THE LAWS OF THE STATE IN WHICH THE INDEMNIFYING PARTY HAS ITS PRINCIPAL PLACE OF BUSINESS). WITHOUT LIMITING THE GENERALITY OF THE ABOVE PROVISIONS, THE OBLIGATION OF THE INDEMNIFYING PARTY UNDER THIS SECTION 10 SHALL INCLUDE ANY REASONABLE ATTORNEY'S FEES OR OTHER COSTS INCURRED BY THE INDEMNIFIED PARTIES IN ENFORCING THE OBLIGATION OF INDEMNITY UNDER THIS SECTION. EACH PARTY'S OBLIGATION TO INDEMNIFY SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL THE LAPSE OF ALL APPLICABLE STATUTES OF LIMITATIONS OR SIMILAR TIME PERIODS WITHIN WHICH AN ACTION FOR INDEMNITY OR CONTRIBUTION MUST BE BROUGHT.
Reciprocal Indemnification. Each Owner other than City, on behalf of itself and its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees (each an “Indemnifying Owner”), shall indemnify, release, defend and hold harmless each other Owner and its members, officers, employees, agents, representatives, volunteers, successors and assigns for, from and against any damage, claim, demand, lawsuit or action of any kind for damages or loss, whether such damage or loss is to person or property, arising in whole or in part out of the use and enjoyment of the Driveway by the Indemnifying Owner and its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees, including but not limited to (a) claims by third parties who are invited or permitted onto the Driveway, either expressly or impliedly, by the Indemnifying Owner or by the nature of Indemnifying Owner’s use of the Driveway pursuant to this Agreement; or (b) any Indemnifying Party’s failure to comply with or fulfill its obligations established by this Agreement or by law. Such obligation to indemnify shall extend to and encompass all costs incurred by any other Owner(s) in defending against such claims, demands, lawsuits or actions, including but not limited to attorney, witness and expert fees, and any other litigation related expenses. In the event that any action or proceeding shall be brought against an Owner by reason of any claim referred to in this Section, the Indemnifying Owner shall at Indemnifying Owner’s sole cost and expense, resist or defend the same through counsel selected by the Indemnifying Owner and reasonably approved by other Owners to be indemnified. Each Indemnifying Owner’s obligation pursuant to this Section shall not extend to claims, demands, lawsuits or actions for liability attributable to the sole exclusive gross negligence or intentional misconduct of any other Owner, its tenants and occupants and their respective representatives, agents, employees, contractors, guests and invitees. As of the date hereof, Lot 1 remains undeveloped, and the foregoing indemnification obligations shall not apply to City. At such time as Lot 1 is conveyed to a third party or City undertakes development of Lot, then the foregoing indemnification obligations shall apply, and the then-current Owner of Lot 1 shall take such steps as are necessary to assume those obligations. Each transferee of Lot 1, by accepting a deed to th...
Reciprocal Indemnification. (a) The Company agrees to indemnify and hold harmless the Underwriter and any person who may be deemed to control the Underwriter within the meaning of section 15 of the Securities Act; and
(b) The Underwriter agrees to indemnify and hold harmless the Company, its directors, such of its officers as sign the Registration Statement, and any person who may be deemed to control the Company within the meaning of the Securities Act; against any and all losses, claims, damages, or liabilities whatsoever (including, but not limited to, any and all legal or other expenses whatsoever reasonably incurred in investigating, preparing, or defending against any actions or threatened actions or claims) based on or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Filing (as from time to time amended or supplemented) or any application or other document filed in any state in order to register, qualify, or obtain an exemption for the Bonds under the laws thereof ("blue sky application"), as the case may be, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by any of the indemnifying parties of any provision of the Securities Act or any Regulation, or of common or statutory law, and against any and all losses, claims, damages, or liabilities whatsoever to the extent of the aggregate amount paid in settlement of any action, commenced or threatened, or of any claim whatsoever based on any such untrue statement or omission or any such violation (including, but not limited to, any and all legal or other expenses whatsoever reasonably incurred in investigating, preparing, or defending against any such actions or claims) if such settlement is effected with the written consent of any indemnifying party. The indemnification by the Underwriter shall extend only to any such statements or omissions made in reliance on and in conformity with written information furnished to the Company by the Underwriter or on behalf of the Underwriter for use in the remaining statements in or omissions from the Filing or blue sky applications. Each of the foregoing indemnifications is expressly conditioned on the indemnifying party being notified by the person seeking indemnification, by letter or by telegram confirmed by letter, of any action commenced against such person, within a reasonable time after such person shall have be...
Reciprocal Indemnification. In each instance in which pursuant to this Section (8) the Company shall take any action to register or qualify the Securities or the Warrant Securities underlying the unexercised portion of this Warrant, prior to the effective date of any registration statement or offering statement, the Company and each Holder or holder of Warrants or Warrant Securities being registered or qualified shall enter into reciprocal indemnification agreements, in the form customarily used by reputable investment bankers with respect to public offerings of securities, containing substantially the same terms as described in Section (10) . These indemnification agreements also shall contain an agreement by the Holder or shareholder at issue to indemnify and hold harmless the Company, its officers and directors from and against any and all losses, claims, damages and liabilities, including, but not limited to, all expenses reasonably incurred in investigating, preparing, defending or settling any claim, directly resulting from any untrue statements of material facts, or omissions to state a material fact necessary to make a statement not misleading, contained in a registration statement or offering statement to which this Section (8) applies, if, and only if, the untrue statement or omission directly resulted from information provided in writing to the Company by the indemnifying Holder or shareholder expressly for use in the registration statement or offering statement at issue.
Reciprocal Indemnification. District and Charter School hereby agree and acknowledge that the relationship between District and Charter School for purposes of this Agreement is solely a landlord/tenant relationship and not a principal/agent relationship or any other relationship. Charter School is acting on its own behalf in operating from the Premises any school thereon (or any other purpose(s) thereupon) and is not operating as an agent of District. Except where the losses, costs, damages, expenses, and liabilities (including without limitation court costs and reasonable attorneys’ fees ) are caused by District’s negligence or misconduct, to the fullest extent permitted by law, Charter School (“Indemnifying Party”) shall indemnify, defend, release, and protect District, its affiliates, successors, and assigns as well as its officers, board members, other members, partners, agents, representatives, and employees (“District Indemnified Party” or “District Indemnified Parties”) and hold District Indemnified Parties harmless from any and all losses, costs, damages, expenses and liabilities (including without limitation court costs and reasonable attorneys’ fees) (collectively “Claims”) incurred in connection with or arising from any cause (i) in the use or occupancy by Charter School of the Premises (including without limitation, the operation by Charter School of the School from the Premises), or (ii) in connection with the operations by Charter School at the Premises, including without limiting the generality of the foregoing:
20.1. Any default by Charter School in the observance or performance of any of the terms, covenants, or conditions of this Agreement on Charter School’s part to be observed or performed;
20.2. The use or occupancy of the Premises by Charter School of any person claiming by, through or under Charter School or Charter School’s employees, agents, contractors, licensees, directors, officers, partners, trustees, visitors or invites, or any such person in, on or about the Premises either prior to, during, or after the expiration of the Term of this Agreement (singularly, “Liability”; collectively, “Liabilities”); or
20.3. Any claim by a third party that District is responsible for any actions by Charter School in connection with any use or occupancy of the Premises or in any way related to this Agreement. Except where the losses, costs, damages, expenses and liabilities (including without limitation court costs and reasonable attorneys’ fees) are caused by Charter Sc...
Reciprocal Indemnification. A. JADEMAR agrees to indemnify and save K-TRONIK harmless from and against all claims, losses and liability arising out of damage to property, or injury to, or death to, persons occasioned by, or in connection with, the acts or omissions of JADEMAR or its employees.
B. K-TRONIK agrees to indemnify and save JADEMAR harmless from and against all claims, losses and liability arising out of damage to property, or injury to, or death to, persons occasioned by, or in connection with, the acts or omissions of the K-TRONIK or its employees.
Reciprocal Indemnification. Each Party shall indemnify and hold the other and the Corporation harmless from and against any and all claims, demands, actions, rights of action, damages, costs and expenses which shall or may arise by virtue of anything done or omitted to be done by the indemnifying Party (or through or by its Agents) in breach of the terms of this Agreement. The indemnifying Party shall be notified promptly of the existence of the claims, demands, actions or rights of action and shall be given reasonable opportunity to defend same in which defense the Party to be indemnified shall cooperate. If the indemnifying Party fails forthwith upon notice to assume such defense, then the Party to be indemnified may proceed with the defense thereof including settlement, in which case the indemnifying Party shall bear the costs of defense including attorneys’ fees and shall pay the amount of any judgment or settlement.
Reciprocal Indemnification. In each instance in which pursuant to this Section 13 the Company shall take any action to register or qualify the Securities or the Warrant Securities underlying the unexercised portion of this Warrant, prior to the effective date of any registration statement or offering statement, the Company and each Holder or holder of Warrants or Warrant Securities being registered or qualified shall enter into reciprocal indemnification and contribution agreements, in the form customarily used by reputable investment bankers with respect to public offerings of securities.
Reciprocal Indemnification. Licensor and Licensee each agree to accept full and exclusive responsibility for their own acts and those of their respective employees, agents and subordinates, and to indemnify, hold harmless from and reimburse the other for any liabilities, claims, demands, costs and expenses incident to any claim, loss, damage or injury of any kind, including attorney's fees and court costs incurred arising from a breach of their obligations under this Agreement; their performance under this Agreement, and their other respective acts and omissions.
