Release and Indemnification Clause Samples
The Release and Indemnification clause serves to protect one party from liability by having the other party agree to release them from certain claims and to compensate them for losses arising from specified events. In practice, this means that if a dispute or damage occurs related to the agreement, the releasing party cannot pursue legal action for those issues, and the indemnifying party must cover costs such as legal fees or damages. This clause is essential for allocating risk between parties and ensuring that one party is not unfairly burdened by liabilities that arise from the actions or omissions of the other.
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Release and Indemnification. The Owner acknowledges that, in issuing IRS Form 8609(s) with respect to the Project, the Authority is relying or will rely upon information and representations given by or on behalf of the Owner and has made or will make no independent investigation and does not and will not have independent knowledge of the basis for such information and representations. Accordingly, to induce the Authority to issue IRS Form 8609(s), the Owner agrees as follows:
(a) The Owner agrees to release and forever discharge the Authority, its members, employees, agents, officers, successors and assigns of and from any and all claims, demands, causes of actions, judgments and executions which Owner has or may hereafter have against the Authority, whether in law or in equity, arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the issuance of a Form 8609 with respect to the Project by the Authority.
(b) The Owner hereby agrees to indemnify, save harmless and defend the Authority, and its members officers, agents, employees, successors and assigns from any obligation, claim, loss, demand, cost, expense (including the costs of the investigation and settlement of any claim, and including reasonable attorney's fees) or judgment against the Authority arising or resulting from, or on account of or pertaining to, whether directly or indirectly, the Authority's issuance of a Form 8609 with respect to the Project. If any such claim is asserted, any indemnified party hereunder will give prompt notice to the Owner and will cooperate in the investigation and defense of any such claim. The Owner will assume the defense of any such asserted claim by engaging counsel approved by the indemnified party (which approval shall not be unreasonably withheld), it being understood that the indemnified party shall have the right to employ its own separate counsel and participate in such proceedings at its own cost and expense.
(c) If the indemnification provided in subsection (b) is, for any reason, either unavailable to the Authority or any of the other persons intended to be indemnified thereby or insufficient to hold it or any of them harmless, then the Owner hereby agrees to contribute to all amounts paid or payable by the Authority and such other persons as a result of any such obligation, claim, loss, demand, cost, expense, or judgment. The amount to be contributed by the Owner shall be the amount that is appropriate to reflect both the relative benefits rece...
Release and Indemnification. CLIENT hereby releases TAILGATE GUYS and agrees to indemnify and defend TAILGATE GUYS and save TAILGATE GUYS harmless from and against all suits, actions, damages, liability and expenses in connection with loss of life, body or personal injury or property damage (and each and all of them) arising from or out of any occurrence in and around the Site or any part thereof, or occasioned wholly or in part by any act or omission of CLIENT, its invitees, and guests.
Release and Indemnification. To the extent permitted by law, I, individually, and on the part of my heirs, successors, assigns, and personal representatives, hereby agree not to sue SUNY any of its employees, agents, officers, trustees, or representatives in either their official or individual capacity (“Releasees”) and release the Releasees and each of them from any and all liabilities, claims, demands, actions, cause of actions, costs, and expenses of any nature whatsoever which I may have due to any loss, damage, or injury, including death, that I may sustain, or to any property belonging to me, arising from my participation in the Program or while traveling to, from, or around the Program, or while upon the premises where the Program is being conducted. I agree to indemnify and hold harmless the Releasees from and against any claims, suits, causes of action, loss, liability, damage, or costs, including court cost and attorneys’ fees, and fees to enforce this Agreement, that the Releasees may incur arising from my involvement in the Program.
Release and Indemnification. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTNERSHIP AND EACH OTHER PARTNER ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS HEREBY RELEASES, ACQUITS, AND FOREVER DISCHARGES THE GENERAL PARTNER AND THE CLASS A LIMITED PARTNER, THEIR PARTNERS OR SHAREHOLDERS, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, REPRESENTATIVES, AND AGENTS AND EACH OTHER PERSON, IF ANY, CONTROLLING OR EMPLOYING SUCH PERSONS OR ENTITIES (COLLECTIVELY, THE “INDEMNITEES”) FROM ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION OF ANY CHARACTER THAT SUCH PARTY MAY HAVE, WHETHER KNOWN OR UNKNOWN, AGAINST ANY INDEMNITEE IN CONNECTION WITH THE PARTNERSHIP AND/OR THE BUSINESS CONDUCTED BY THE PARTNERSHIP; PROVIDED, HOWEVER, THAT SUCH RELEASE SHALL NOT APPLY TO ACTIONS CONSTITUTING WILLFUL MISCONDUCT OR BAD FAITH. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTNERSHIP SHALL INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE FROM AND AGAINST ALL LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES, EXPENSES (INCLUDING, WITHOUT LIMITATION, COSTS OF SUIT AND ATTORNEYS’ FEES) SUCH INDEMNITEE MAY INCUR IN CONNECTION WITH THE GENERAL PARTNER’S PERFORMING ITS OBLIGATIONS HEREUNDER (INCLUDING WITHOUT LIMITATION LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES AND EXPENSES ARISING FROM, OR ALLEGED TO ARISE FROM, THE INDEMNITEE’S ACTIVE OR PASSIVE, SOLE OR CONCURRENT, NEGLIGENCE OR GROSS NEGLIGENCE), AND THE PARTNERSHIP SHALL ADVANCE EXPENSES ASSOCIATED WITH THE DEFENSE OF ANY ACTION RELATED THERETO; PROVIDED, HOWEVER, THAT SUCH INDEMNITY SHALL NOT APPLY TO ACTIONS WHICH HAVE BEEN FINALLY, WITHOUT FURTHER RIGHT TO APPEAL, JUDICIALLY DETERMINED TO CONSTITUTE WILLFUL MISCONDUCT OR BAD FAITH. IF THE INDEMNIFICATION PROVIDED FOR ABOVE IS NOT PERMITTED OR ENFORCEABLE UNDER APPLICABLE LAW OR IS OTHERWISE UNAVAILABLE OR INSUFFICIENT TO HOLD HARMLESS THE INDEMNITEES AS CONTEMPLATED ABOVE, THEN THE PARTNERSHIP SHALL CONTRIBUTE TO THE AMOUNT PAID OR PAYABLE BY THE INDEMNITEES AS A RESULT OF SUCH LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES AND EXPENSES REFERRED TO ABOVE IN SUCH PROPORTION AS IS APPROPRIATE TO REFLECT THE RELATIVE BENEFITS CONTEMPLATED TO BE RECEIVED BY THE PARTNERSHIP AND THE INDEMNITEES, RESPECTIVELY, FROM THE ACTIONS GIVING RISE TO SUCH LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES OR EXPENSES.
Release and Indemnification. Undersigned (a) unconditionally releases, forever discharges, and agrees not to sue the Released Parties for any claims or causes of action for any liability or loss of any nature, including personal injury, death, and property damage, arising out of or relating to Participant’s participation in any Move United/Eagle Mount Great Falls events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (b) agrees to indemnify, defend, and hold harmless the Released Parties from and against any liability or damage of any kind and from any suits, claims, or demands, including legal fees and expenses whether or not in litigation, arising out of, or related to, Participant’s participation in such events or activities or the Participant’s presence on or travel to the premises where such events or activities take place.
Release and Indemnification. Undersigned (a) unconditionally releases, forever discharges, and agrees not to ▇▇▇ the Released Parties for any claims or causes of action for any liability or loss of any nature, including personal injury, death, and property damage, arising out of or relating to Participant’s participation in the activities, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and (b) agrees to indemnify, defend, and hold harmless the Released Parties from and against any liability or damage of any kind and from any suits, claims or demands, including legal fees
Release and Indemnification. Undersigned (a) unconditionally releases, forever discharges, and agrees not to ▇▇▇ the Released Parties for any claims or causes of action for any liability or loss of any nature, including personal injury, death, and property damage, arising out of or relating to Participant’s participation in any Disabled Sports USA DBA Move United/ACCESS of Wilmington events or activities or the Participant’s presence on or travel to the premises where such events or activities take place, including, but not limited to claims of negligence, breach of warranty, and/or breach of contract the Undersigned may or will have against the Released Parties; and
(b) agrees to indemnify, defend, and hold harmless the Released Parties from and against any liability or damage of any kind and from any suits, claims, or demands, including legal fees and expenses whether or not in litigation, arising out of, or related to, Participant’s participation in such events or activities or the Participant’s presence on or travel to the premises where such events or activities take place.
Release and Indemnification. In consideration of Vendor's acceptance to participate in the Event, Vendor, on behalf of itself and its employees, volunteers, representatives or agents, hereby voluntarily assumes responsibility for, and releases and discharges the CVB and the City of Rossford, Ohio and their respective officials, members, directors, officers, employees, staff, agents, sponsors, volunteers and contributors (collectively, the "Releasees") of and from, and agrees to not sue the Releasees, on account of any and all liability, demands, losses, claims and damages of every kind arising out of or in any way connected, directly or indirectly, with Vendor's possession of the Vendor space or Vendor's participation in the Event. Vendor further agrees to indemnify, defend and hard harmless Releases from and against any and all claims, demands, losses, liabilities, damages, costs and expenses, including reasonable attorney fees, for injury, death, loss or damage of whatever nature to any person, property or any other claim resulting from, arising out of, or in any way related to (i) Vendor's use and occupancy of the Vendor space, (ii) Vendor's participation in the Event, or
Release and Indemnification. (a) Each of Borrower and Guarantor hereby unconditionally and irrevocably releases and forever discharges Noteholder, Subservicer, Master Servicer, and the other parties to the PSA and SSA (as such terms are defined in Schedule 1 hereto) and their respective successors, assigns, agents, directors, officers, employees, and attorneys (each, individually, an “Indemnitee” and, collectively, the “Indemnitees”), from any and all Claims (as hereafter defined) whatsoever, known or unknown, at law or in equity, originating in whole or in part, on or before the date of this Agreement, which Borrower, Guarantor, or any of their respective officers, directors, shareholders or other equity holders, agents or employees, may now or hereafter have against the Indemnitees. This release and discharge is accepted by Noteholder and Subservicer pursuant to this Agreement and shall not be construed as an admission of liability on the part of any party hereto. Each of Borrower and Guarantor hereby represents and warrants that it is the current legal and beneficial owner of all Claims released by it hereby and that it has not assigned, pledged or contracted to assign or pledge any such Claims to any Person. Further, and without limitation, each of Borrower and Guarantor acknowledges and agrees that: (i) subsequent to the execution of this Agreement, it may discover claims that are unknown or unanticipated at the time this Agreement was executed, including unknown or unanticipated claims that arose from, are based upon, or relate to, matters for which the release is given with respect to the Indemnitees in this Section 7, and that, if known on the date it executed this Agreement, may have materially affected its decision to execute this Agreement; (ii) it is assuming the risk of such unknown or unanticipated claims and that this Section 7 and this Agreement applies thereto ; and (iii) it hereby waives the benefits of any applicable statutory provision prohibiting, conditioning or restricting the release of unknown or future claims or any of the Claims being released pursuant to this Agreement, but in each case only to the extent permitted by applicable law.
(b) Each of Borrower and Guarantor agrees to indemnify Indemnitees and defend and hold them harmless from any and all claims, losses, causes of action, costs and expenses of every kind or character incurred by or asserted against Indemnitees in connection with any one or more of: (i) this Agreement or the Transactions, or (ii) ...
Release and Indemnification a. CLIENT hereby releases TAILGATE GUYS and agrees to indemnify and defend TAILGATE GUYS and save TAILGATE GUYS harmless from and against all suits, actions, damages, liability and expenses in connection with loss of life, body or personal injury or property damage (and each and all of them) arising from or out of any occurrence in and around the Site or any part thereof, or occasioned wholly or in part by any act or omission of CLIENT, its invitees, and guests.
b. Except for damage caused by a TAILGATE GUYS employee performing his or her assigned responsibilities, TAILGATE GUYS is not responsible for damages (e.g. from collision with other vehicles, falling debris, or inclement weather) to any vehicles parked in or moving through parking or tailgate areas where TAILGATE GUYS has sold parking passes or provides any tailgate or parking related services.