Responsibilities and Indemnification Sample Clauses

Responsibilities and Indemnification. 6.1 DFS shall indemnify and hold Issuer, its affiliates, subsidiaries and their respective officers, directors, employees and representatives harmless from any and all losses, damages, claims, settlements and liabilities, including without limitation, any outside attorneys' fees and court costs reasonably incurred by an indemnified party (excluding indirect, consequential, punitive, special or exemplary damages) arising as a result of or in connection with the following:
Sample 1Sample 2
AutoNDA by SimpleDocs
Responsibilities and Indemnification. Each Party shall be responsible for its own acts in the performance of the Research, its use of Results, and its use, storage and disposal of any materials. Company shall indemnify, defend and hold harmless Harvard and its current and former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students, and agents and their respective successors, heirs and assigns from and against any third party claim, liability, cost, expense, damage, deficiency, loss or obligation of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of litigation) based upon, arising out of, or otherwise relating to Company’s use of Results, including without limitation any cause of action relating to product liability, except to the extent caused by or resulting from the gross negligence or willful misconduct of Harvard.
Sample 1Sample 2
Responsibilities and Indemnification. 6.1 The BUYER accepts its sole responsibility for fulfilling the fundamental regulatory requirements as well as for ensuring the suitability of the DELIVERIES for their in- tended purpose, in particular with regard to the DELIV- ERIES' compatibility with the contents (e.g., chemical compounds, adhesive compounds, etc.), the mechani- cal, hydraulic and chemical properties of the DELIVER- IES (e.g., processing properties, shelf life, mixing capacity and quality, etc.), biocompatibility, sterility of the DELIVERIES or any other medical or technical ef- fects or properties of the DELIVERIES and the end products manufactured using said DELIVERIES. The BUYER shall be obligated to instruct its customers and the end users with regard to the properties, the use and the risks of the DELIVERIES in a legally compliant man- ner.
Sample 1
Responsibilities and Indemnification. Each Party shall be responsible for its own acts in the performance of the Research, its use of Results, and its use, storage and disposal of any Materials. Notwithstanding the foregoing, Company shall indemnify, defend and hold harmless Harvard and its current and former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students, and agents and their respective successors, heirs and assigns from and against any claim, liability, cost, expense, damage, deficiency, loss or obligation of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of litigation) based upon, arising out of, or otherwise relating to Company’s use of Results or Materials, including without limitation any cause of action relating to product liability, except to the extent caused by the gross negligence or willful misconduct of Harvard.
Sample 1
Responsibilities and Indemnification. A. QCBI shall have the recourse from ISO/MSP for one hundred percent (100%) of any loss, liability, damage, cost or expense, including reasonable attorney's fees, due directly or indirectly, whether in whole or in part, to negligence, willful or wanton misconduct or fraudulent act of ISO/MSP, its agents, and independent contractors. QCBI shall have the right to set off any such loss, liability, damage, cost or expense against payments due to ISO/MSP under this Agreement. Should such loss exceed monthly payments due, ISO/MSP shall immediately reimburse QCBI as provided in Section 2(H) of this Agreement.
Sample 1
Responsibilities and Indemnification. To the extent Seller ------------------------------------ so operates any Property after Closing, or so provides disbursement services (or agrees to provide additional services), its obligations to Buyer with respect to such services shall be no greater than those which it would have as an operator to a non-operator under the applicable operating agreement (or, in the absence of an operating agreement, under the AAPL610 (1989 Revision) form Operating Agreement), IT BEING RECOGNIZED THAT, UNDER SUCH AGREEMENTS AND SUCH FORM, THE OPERATOR IS NOT RESPONSIBLE FOR ITS OWN NEGLIGENCE, AND HAS NO RESPONSIBILITY OTHER THAN FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT. SELLER'S ACTIONS IN PROVIDING SUCH SERVICES WILL BE COVERED BY THE INDEMNIFICATIONS PROVIDED BY BUYER UNDER SECTION 13 BELOW.
Sample 1
Responsibilities and Indemnification. 6.1 DFS shall indemnify and hold Ticket Issuer, its affiliates, subsidiaries and their respective officers, directors, employees and representatives harmless from any and all claims made or threatened by any third party and all related losses, damages, claims, settlements and liabilities, including without limitation, any outside attorneys' fees and court costs reasonably incurred by an indemnified party (excluding indirect, consequential, punitive, special or exemplary damages) arising as a result of or in connection with the following:
Sample 1
AutoNDA by SimpleDocs
Responsibilities and Indemnification a. The Local Sponsor understands that it is responsible and liable for any and all damages or injuries arising out of or relating to its possession, use, or custody of the pump.
Sample 1
Responsibilities and Indemnification. 6.1 The BUYER accepts its sole responsibility for fulfilling the fundamental regulatory requirements as well as for ensuring the suitability of the DELIVERIES for their intended purpose, in particular with regard to the DELIVERIES' compatibility with the contents (e.g., chemical compounds, adhesive com- pounds, etc.), the mechanical, hydraulic and chemical prop- erties of the DELIVERIES (e.g., processing properties, shelf life, mixing capacity and quality, etc.), biocompatibility, ste- rility of the DELIVERIES or any other medical or technical ef- fects or properties of the DELIVERIES and the end products manufactured using said DELIVERIES. The BUYER shall be obligated to instruct its customers and the end users with re- gard to the properties, the use and the risks of the DELIVER- IES in a legally compliant manner.
Sample 1

Related to Responsibilities and Indemnification

  • 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; Indemnification (a) Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those incurred by a Holder as a result of the performance of the Eligible Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Up-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in full all Outstanding Up-MACRO Holding Shares, the Trust Assets would be used to pay any such losses, claims, damages or liabilities).

  • Survival and Indemnification 7.1 Survival of Representations, Warranties, Covenants and Agreements

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • Duties and Liabilities of Covered Persons 1) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for his or her good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

  • Company’s Responsibilities and Expenses Payable by the Company All personnel of the Adviser, when and to the extent engaged in providing investment advisory services hereunder, and the compensation and routine overhead expenses of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company. The Company shall bear all other costs and expenses of its operations and transactions, including (without limitation) fees and expenses relating to: (a) offering expenses; (b) diligence and monitoring of the Company’s financial, regulatory and legal affairs (to the extent an investment opportunity is being considered for the Company and any other accounts managed by Adviser or its affiliates, the Adviser’s out-of-pocket expenses related to the due diligence for such investment will be shared with such other accounts pro rata based on the anticipated allocation of such investments opportunity between the Company and the other accounts); (c) the cost of calculating the Company’s net asset value; (d) the cost of effecting sales and repurchases of shares of the Company’s common stock and other securities; (e) management and incentive fees payable pursuant to this Agreement; (f) fees payable to third parties relating to, or associated with, making investments and valuing investments (including third-party valuation firms); (g) transfer agent and custodial fees; (h) fees and expenses associated with marketing efforts (including attendance at investment conferences and similar events); (i) allocable out-of-pocket costs incurred in providing managerial assistance to those portfolio companies that request it; (j) fees, interest or other costs payable on or in connection with any indebtedness; (k) federal and state registration fees; (l) any exchange listing fees; (m) federal, state and local taxes; (n) independent directors’ fees and expenses; (o) brokerage commissions; (p) costs of proxy statements, stockholders’ reports and notices; (q) costs of preparing government filings, including periodic and current reports with the SEC; (r) fidelity bond, liability insurance and other insurance premiums; (s) printing, mailing, independent accountants and outside legal costs; (t) all other direct expenses incurred by either the Company’s administrator or the Company in connection with administering the Company’s business, including payments under the Company’s administration agreement with its administrator (as in effect from time to time, the “Administration Agreement”) that will be based upon the Company’s allocable portion of overhead and other expenses incurred by the Company’s administrator in performing its obligations under the Administration Agreement; and (u) the compensation of the Company’s chief financial officer and chief compliance officer, and their respective staffs.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!