RISK AND INDEMNITIES Sample Clauses

RISK AND INDEMNITIES. 7.1 The Lead Commissioner will manage the risk in accordance with current contractual arrangements, including any financial overspend or underspend. 7.2 The Host and other Partners shall be required to inform the Steering Group of any likely risks in relation to the Pooled Fund. Partners shall also be required to develop a recovery plan for resolving risks and bringing the plan back into balance. 7.3 Each Partner (the "Indemnifying Partner") shall indemnify and keep indemnified the other Partner (the "Indemnified Partner") against all actions, proceedings, costs, claims, demands, liabilities, losses and expenses whatsoever, whether arising in tort (including negligence), default or breach of this Agreement, to the extent that any loss or claim is due to the breach of contract, negligence, wilful default or fraud of itself, the Indemnifying Partner's employees, or any of its Representatives or sub-contractors, except to the extent that the loss or claim is directly caused by or directly arises from the negligence, breach of this Agreement, or applicable Law by the Indemnified Partner or its Representatives.
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RISK AND INDEMNITIES. 12.1 We require the Renter to indemnify us for any loss or damage, direct or indirect, incurred if the Rented Items are moved from the Premises by the Renter for any reason whatsoever. 12.2 If the Renter moves the Rented Items from the Premises and the Rented Items are damaged while in transit, we may, in our sole discretion, agree to repair any damage to the Rented Items. Any repair works completed under this clause 13 will be at the Renter’s expense. The Renter must notify us of the damage to the Rented Goods and we will arrange the repair within thirty (30) days of receiving the notice. 12.3 Subject to clauses 12.7 - 12.9 below, the Renter assumes all risks and liability in relation to the Rented Items and the use and storage of the Rented Items (including liability for injury to any person or damage to any property, whether direct or consequential). 12.4 The Renter must include the Rented Items on their Household Contents Insurance Policy. If the Renter does not have a Household Contents Insurance Policy or the Policy lapses the Renter indemnifies us against any loss. 12.5 The Renter indemnifies us against all losses, liabilities and reasonable enforcement expenses incurred by us as a result of: (a) Loss of or damage to the Rented Items by any cause (including lawful confiscation but excluding normal wear and tear); (b) Anything done by or with the Rented Items; or (c) The occurrence of any Default Event. 12.6 The Renter must pay to us on demand any amount payable under this indemnity. 12.7 If a natural disaster impacts the Rented Items and the Rented Items are either lost or destroyed, the following shall apply: (a) to the extent the Renter can safely do so, the Renter must remove the Rented Items before the natural disaster and ensure that the Rented Items are protected from harm; (b) If the Rented Items are destroyed or damaged beyond repair, the Renter must contact us to request relief and: (i) provide us with notice of the natural disaster; (ii) provide us with proof of the natural disaster which can be by way of photographs (phone images will suffice), or media coverage; and (iii) provide photographic evidence of the Premises which was adversely impacted by the natural disaster. (c) We will consider each application for relief on its merits in light of the individual circumstances of the Renter and the request for relief. 12.8 Subject to the Renter meeting its obligations as set out in clause 12.7(b), where we are satisfied that the Rented Items ...
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RISK AND INDEMNITIES. As prescribed in 1228.306–70(a) and (d), insert the following clause: The Contractor hereby agrees to indemnify and hold harmless the Government, its offi- cers and employees from and against all claims, demands, damages, liabilities, losses, suits and judgments (including all costs and expenses incident thereto) which may be suf- fered by, accrue against, be charged to or re-
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RISK AND INDEMNITIES. 4.1 On and from the Acceptance Date, the Renter assumes all risks and liability in relation to the Equipment (including liability for injury to any person or damage to any property, whether direct or consequential). 4.2 The Renter acknowledges that the reading obtained through the correct use of the Equipment is considered accurate at the time of testing. Neither the manufacturer, distributor, Owner nor licensee of the Equipment, accepts liability or responsibility in respect thereof. Readings obtained through use of the Equipment cannot be used as evidence in a court or tribunal.
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RISK AND INDEMNITIES. The Customer assumes all risks and liability in relation to the Cabin (including liability for injury to any person or damage to any property, whether direct or consequential). The Customer indemnifies the Lessor against all losses, costs, liabilities and expenses incurred by the Lessor as a result of:‌ loss of, or damage to or destruction of the Cabin by any cause (including lawful confiscation); anything done by or with the Cabin;‌ a breach of this Agreement by the Customer; or the occurrence of an Event of Default referred to in clause 0. The Customer must pay to the Lessor on demand any amount payable under the indemnity in clause 0. The Customer must report any theft of the Cabin during the course of a burglary or robbery to the police and to the Lessor within seven (7) days of the offence occurring, and such loss must be substantiated by providing a copy of the relevant police report to the Lessor.
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RISK AND INDEMNITIES. ‌ 18.1 The Hirer agrees to use, operate and possess the Equipment at the Hirer's risk and bears the entire risk of loss and damage to the Equipment from any cause whilst the Equipment is on hire or being recovered from hire except a cause which arises from an act or omission of the Owner. If the Equipment is lost or damaged whilst at the Hirer’s risk, the Hirer agrees to pay the Owner: (a) any costs incurred by the Owner to recover and repair or replace the Equipment; and (b) the Rent for the period of time it takes for the Equipment to be repaired or replaced. 18.2 The Hirer releases the Owner to the full extent permitted by law from all claims in respect of any loss or damage arising directly or indirectly from a breakdown of, or defect in, the Equipment or any accident to or involving the Equipment where the claims do not arise from an act or omission of the Owner. 18.3 The Hirer indemnifies the Owner and its agents and employees from and against all duties, taxes, damages, penalties, claims, actions, losses, liabilities, legal costs or other expenses (including legal fees reasonably incurred), whether in respect of property or persons, or otherwise: (a) which may arise in respect of the hire of the Equipment to the Hirer, or the possession, condition, use or operation of the Equipment by the Hirer or any other person, except where arising from something the Owner does or fails to do or from things beyond the reasonable control of the Hirer, (b) arising from any breach by the Hirer of this document; or (c) incurred by the Owner resulting from any seizure, distress, execution, extinguishment, confiscation, vesting or forfeiture of the Equipment whilst on hire to the Hirer. 18.4 The indemnities contained in this clause will continue in full force notwithstanding the expiry or termination of this agreement. 18.5 If a hire is a standard form small business contract under the Australian Consumer Law, the indemnities must not be applied to the extent that they are unfair under that law.
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RISK AND INDEMNITIES. 4.1 The renter assumes all risks and liability in relation to the equipment (including liability for injury to any person or damage to any property, whether direct or consequential). 4.2 The renter acknowledges that the reading obtained through the correct use of the equipment is considered accurate at the time of testing. Neither the manufacturer, distributor, owner nor licensee of the equipment, accepts liability or responsibility in respect thereof. Readings obtained through use of the equipment cannot be used as evidence in a court or tribunal.
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Related to RISK AND INDEMNITIES

  • Liability and Indemnities (a) The Supplier and its Personnel enter the Company’s sites and premises at the Supplier and its Personnel’s own risk. (b) The Supplier is liable for and must indemnify the Company and keep it indemnified from and against any liability and any loss or damage of any kind whatsoever arising out of or in connection with any negligent act, negligent omission or breach of this Agreement by the Supplier or its Personnel. (c) The Supplier will indemnify the Company against all claims in regard to wages that may become due and payable to the Supplier’s employees and the employees of its subcontractors and all claims of its subcontractors and contractors of goods, labour or services provided in connection with the performance of this Agreement. (d) Neither party is liable to the other party for any loss of use, loss of revenue, loss of profit, loss of product or production, business interruption, loss of business opportunity, loss of savings, loss of use of capital or loss of goodwill arising out of or in connection with this Agreement except in relation to: (i) any liability in respect of death or injury to persons or damage to property; (ii) loss or liability to the extent that the Supplier is indemnified for the liability under any policy of insurance that it is required to maintain under this Agreement or would have been indemnified if it had complied with its obligations under this Agreement and the insurance policies; (iii) breach of clause 12; (iv) liability for wilful misconduct in breach of this Agreement which has substantial harmful consequences for the other party (including an intentional unlawful abandonment of this Agreement); or (v) conduct which is so grossly careless that it amounts to a reckless disregard for the harmful, foreseeable and avoidable consequences which may result from it. (e) Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion or expiration of this Agreement.

  • Insurance and Indemnities 15.1 The Service Provider shall maintain the following insurance for the duration of the contract: 15.2 The Service Provider shall hold and maintain the Required Insurances for a minimum of six (6) years following the expiration or earlier termination of the agreement.

  • Tax Gross Up and Indemnities Definitions In this Agreement:

  • 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 CRO 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 CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another 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 any other Party. Subject to Clauses 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO 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 or CRO 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 and CRO 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 any 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 any Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

  • Expenses and Indemnities 18.1 The Borrower undertakes to indemnify the Bank on demand in respect of all costs, charges and expenses including, without limitation, legal fees and survey fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the negotiation, preparation, printing, execution and registration of each of the Security Documents and any other document referred to therein and the completion of the transaction therein contemplated. 18.2 The Borrower undertakes to indemnify the Bank on demand in respect of the charges and expenses including, without limitation, legal fees (together with value added tax or any similar tax thereon) incurred by the Bank in connection with the consideration and/or implementation of any subsequently agreed variation to any of the Security Documents and the exercise or enforcement or attempted or contemplated exercise or enforcement against any Obligor of, or the reservation or preservation or attempted or contemplated reservation or preservation of any rights, powers, privileges, remedies or securities under, any one or more of the Security Documents. 18.3 The Borrower undertakes to indemnify the Bank on demand against any and all stamp, registration and similar Taxes which may be payable in any jurisdiction in connection with the entry into, performance and enforcement of this Agreement and the other Security Documents. 18.4 Without prejudice to the entitlement of the Bank pursuant to the terms of Clauses 6 and 15 the Borrower shall indemnify the Bank against any loss and/or expense (including legal expenses) which it may sustain or incur as a consequence of:- (A) any default in repayment of the Loan (or any part thereof) or in payment of interest accrued thereon or any other amount payable pursuant to the terms of one or more of the Security Documents; or (B) the occurrence of any other Event of Default or of any prepayment of the Loan or any part thereof otherwise than in accordance with the terms of this Agreement; or (C) the Advance not being drawn in accordance with a Utilisation Request relating thereto as a result of the occurrence of an Event of Default or Possible Event of Default; or (D) the Advance not being disbursed as a result of any Condition Precedent not having been complied with to the satisfaction of the Bank, including (but without limitation) all relevant Break Costs. 18.5 The Borrower shall indemnify the Bank against all losses, premiums, penalties, costs and expenses whatsoever incurred by the Bank in connection howsoever with any interest rate "swap", "cap" or other transaction entered into or to be entered into by the Bank at the Borrower's request at any time and from time to time with any counterparty during the Loan Period the ultimate commercial purpose of which is to limit or offset the exposure of the Borrower to future increases of floating interest rates in connection howsoever with this Agreement. 18.6 If any sum due from the Borrower under any of the Security Documents or any order or judgment given or made in relation thereto has to be converted from the currency ("the first currency") in which the same is payable hereunder or under such order or judgment into another currency ("the second currency") for the purpose of (i) making or filing a claim or proof against the Borrower, (ii) obtaining an order of judgment in any court or tribunal or (iii) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall indemnify and hold harmless the Bank from and against any damages or losses suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. 18.7 The indemnities contained in this Clause 18 shall apply irrespective of any indulgence granted to the Borrower from time to time and shall continue in full force and effect notwithstanding any payment in favour of the Bank and any amount due from the Borrower under this Clause 18 will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due or in respect of one or more of the Security Documents.

  • WARRANTIES AND INDEMNITIES It is agreed that: 4.1 All title over the Shares shall be transferred from the Transferor to the Transferee in consideration of the Transfer Price set out in clause 2. 4.2 The Transferor warrants that it is the legal and beneficial owner of the Shares and is entitled to all rights attached to the Shares according to the currently effective constitutional documents of the Company. 4.3 The Transferor warrants that the Shares are free from and clear of all liens or any other third-party rights. 4.4 Each Party hereby represents that it has all necessary powers and approvals to enter into this Agreement and is participating in the transactions contemplated hereunder in compliance with applicable laws in all material respects. 4.5 Each Party hereby declares that it is not aware of any matter within their control which might have any material adverse effect upon the performance of their obligations under this Agreement. 4.6 The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party. 4.7 Any delay or failure to enforce the terms of this Agreement and any delay to act on a breach of its term by any Party does not constitute a waiver of those rights. 4.8 Each Party hereby warrants that it will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement. 4.9 The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and courts of that jurisdiction set out in clause 8 below. 4.10 The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, and are not to be considered as part of this Agreement. 4.11 In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate this Agreement in its entirety. 4.12 Each Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from a breach of its warranties, covenants or other terms of this Agreement.

  • Indemnities Each Loan Party agrees to indemnify, pay, and hold each Agent Party and each Lender and its respective Affiliates and the respective partners, officers, directors, employees, agents, attorneys, advisors and representatives of each Lender and its respective Affiliates (the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses (including reasonable fees of attorneys and consultants), damages, penalties, actions, judgments, suits and claims of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of Administrative Agent and each Lender being a party to this Agreement or otherwise in connection with this Agreement, any of the other Loan Documents or any of the transactions contemplated hereby or thereby; provided that, (A) in the absence of a conflict of interest, the Loan Parties shall only be required to pay the fees and expenses of one law firm for Administrative Agent and the Lenders (in addition to the expenses of local and special counsel for Administrative Agent and the Lenders) and (B) the Loan Parties shall have no obligation to an Indemnitee hereunder with respect to liabilities arising from the gross negligence, willful misconduct of, or breach of any Loan Document by, that Indemnitee, in each such case as determined by a final non appealable judgment of a court of competent jurisdiction. To the fullest extent permitted by Applicable Law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof. No Indemnitee referred to in this paragraph shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. This Subsection 9.1 and all indemnification provisions contained within any other Loan Document shall survive the termination of this Agreement.

  • Other indemnities (a) Each Obligor shall, within five (5) Business Days of demand, indemnify each Finance Party and Italian Authority against any cost, loss, expense or liability incurred by that Finance Party or Italian Authority as a result of: (i) the occurrence of any Event of Default; (ii) any indemnity or cost payable under an Italian Support Document; (iii) a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 (Sharing among the Finance Parties); (iv) funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or (v) a Loan not being prepaid in accordance with a notice of prepayment given by the Borrower. (b) Each Obligor shall, within five (5) Business Days of demand, indemnify each Finance Party, each Affiliate of a Finance Party, each Italian Authority and each officer or employee of a Finance Party or its Affiliate or an Italian Authority (each such person for the purposes of this Clause 14.2 (Other indemnities) an "Indemnified Person"), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, the Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person. (c) Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction: (i) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or (ii) in connection with any Environmental Claim. (d) Any Affiliate of a Finance Party, or any officer or employee of a Finance Party or any of its Affiliates, and any Italian Authority and any officer or employee of any Italian Authority, may rely on paragraph (b) above subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

  • Separate Indemnities To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

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