Repurchase, Pay Off, Guaranty and Indemnity Obligations Sample Clauses

Repurchase, Pay Off, Guaranty and Indemnity Obligations. Each clause, term, provision, covenant, representation, warranty and/or other agreement that is contained in the Agreement, any of the Ancillary Documents and/or any of the Retail Documents that requires Dealer to repurchase, pay off or guaranty any Contract, or that requires Dealer to indemnify, defend, or hold harmless the Company for settlements, judgments, damages, litigation expenses or other costs or expenses incurred by the Company, are hereby modified to only require Dealer to repurchase, pay off or guaranty any Contract, or to indemnify, defend, or hold harmless the Company for settlements, judgments, damages, litigation expenses or other costs or expenses incurred by the Company, only if such repurchase, pay off, guaranty or indemnity obligations arise directly from: (a) Dealer’s material breach of (i) any clause, term, provision, covenant, representation, warranty and/or other agreement that is contained in the Agreement, any of the Ancillary Documents and/or any of the Retail Documents (all as modified hereby) or (ii) the terms for the purchase of an individual Contract that the Company communicates to Dealer before the purchase of such Contract by the Company; or (b) Dealer’s violation of applicable law. Dealer hereby warrants the accuracy of the information provided on each Contract. However, the Company agrees that it will not enforce it remedies for a violation of the warranty set forth in the immediately preceding sentence (i.e. Dealer’s repurchase, pay off, guaranty and indemnity obligations with respect thereto) until after the Company has given Dealer a reasonable opportunity to cure or correct any errors on the applicable Contract where such cure or correction is possible. Without limitation of the customary definition of material under applicable laws, rules and regulations (and under applicable court, administrative and other case law), Dealer agrees that any allegation by a third party that would constitute a breach of any clause, term, provision, covenant, representation, warranty and/or other agreement that is contained in the Agreement, any of the Ancillary Documents and/or any of the Retail Documents (all as modified hereby) shall be considered a material breach. SAMPLE
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Related to Repurchase, Pay Off, Guaranty and Indemnity Obligations

  • Additional Indemnity Obligations Consultant shall defend, with counsel of Town’s choosing and at Consultant's own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.6.1 that may be brought or instituted against Town or its directors, officials, officers, employees, volunteers and agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Town or its directors, officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse Town for the cost of any settlement paid by Town or its directors, officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for Town's attorney's fees and costs, including expert witness fees. Consultant shall reimburse Town and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Town, its directors, officials officers, employees, agents, or volunteers.

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

  • LIABILITIES AND INDEMNITY 5.1 In the event of any claim or proceeding in respect of personal injury made or brought against the Trust by a Clinical Trial Subject, the Sponsor shall indemnify the Trust, its servants, Agents and employees in accordance with the terms of the indemnity set out at Appendix 4 hereto.

  • Your Indemnity Obligations You hereby agree to indemnify, defend and hold Provider harmless from and against any and a l liability, losses, costs, and expenses (including attorneys’ fees) incurred by Provider, or any one of them, in connection with any claim, arising out of your use of the O ferings, Your Content, any violation of this XXXX, including any supplemental term, and/or your violation of the rights of any other party, including the Provider, or any one of them. Notwithstanding the foregoing, we may assume the defense and control of any indemnifiable claim, for which you agree to provide your cooperation and to assume the costs thereof.

  • Obligations of Covered Entity (1) Covered Entity shall notify Business Associate of any limitations in its notice of privacy practices of Covered Entity, in accordance with 45 C.F.R. § 164.520, or to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.

  • LIABILITIES AND INDEMNIFICATION SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with:

  • Liabilities and Indemnities The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor shall maintain all proper insurance arrangements to cover liabilities arising from its conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor shall provide the Participating Site such evidence of its insurance maintained pursuant to clause 5.1 as the Participating Site shall from time to time reasonably request. In no circumstances shall either Party be liable to the other Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of the other Party. Subject to Clauses 5.5 and 5.6 the Participating Organisation’s liability to the Sponsor arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6,8,10 or 11 the Participating Organisation’s liability to the Sponsor arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of either Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of either Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

  • Obligations of Contractor Contractor agrees that:

  • Limitations of contractual liability No Party shall be responsible to any other Party for any indirect or consequential loss or similar damage such as, but not limited to, loss of profit, loss of revenue or loss of contracts, provided such damage was not caused by a willful act or by a breach of confidentiality. For any remaining contractual liability, a Party’s aggregate liability towards the other Parties collectively shall be limited to the Party’s share of the total costs of the Project as identified in Project Contract, provided such damage was not caused by a willful act or gross negligence. The terms of the Partnership Agreement shall not be construed to amend or limit any Party’s statutory liability.

  • Condition to Obligations of the Seller The obligation of the Seller to consummate the Securities Purchase is also subject to the fulfillment, or written waiver by the Seller, prior to the Closing, of the following conditions:

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