Special Indemnifications Sample Clauses

Special Indemnifications. Regardless of intention or fault by JTB western Japan, Corp. or a company employed by JTB western Japan, Corp. to make travel arrangements, pursuant to the Provisions on Special Indemnifications for Agent-Organized Tours, for certain damages to life or body which may arise from unexpected or sudden external events during the client participation in an agent-organized tour, JTB western Japan, Corp. will pay compensation for death in the amount of fifteen million yen (JPY 15,000,000); for residual disabilities, in an amount of no more than fifteen million yen (JPY 15,000,000); for condolence money for hospitalization, in an amount of no less than twenty thousand yen (JPY 20,000) and no more than two-hundred thousand yen (JPY 200,000); and for condolence money for hospital commutes, in an amount of no less than ten thousand yen (JPY 10,000) and no more than fifty thousand yen (JPY 50,000.) In case of damages incurred to personal effects and baggage, for each item or each set of items JTB western Japan, Corp. will pay compensation of no more than one-hundred thousand yen (JPY 100,000), and for each agent-organized tour, no more than one-hundred fifty thousand yen (JPY 150,000) per customer.
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Special Indemnifications. In accordance with Standard Journey Business Stipulation Special Indemnification Provisions, the Company shall pay compensation, or provide condolence money to the participant in the event of death or significant bodily harm and/or pay compensation money for damage to baggage, which is either coincidental with or due to extenuating circumstances encountered during the tour.The Company shall not pay compensation or provide condolence money when damages result from the Participant’s brain disease, chronic illness, criminal irresponsibility, or accident caused by war, nuclear explosion, earthquake, volcanic eruption or tsunami. The Company shall also not pay compensation when the participant engages in such dangerous sports and activities as hang-gliding (motor- driven or otherwise) and others. The following items are also exempted from the Company's responsibility: cash, personal valuables, the valuable documents, data and similar items and the others.
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Special Indemnifications. In accordance with the Company's Organized Tour Contract, the Company shall pay compensation, or provide condolence money to the applicant in the event of death or significant bodily harm and/or pay compensation money for damage to baggage, which is either coincidental with or due to extenuating circumstances encountered during the Organized Tour, regardless of the Company's responsibility as stipulated in Article 19-1. Regardless of whether or not the Company's responsibilities set forth in Article 19 (1) should arise, pursuant to the Company's Provisions on Special Compensation, for certain damages to life or body which may arise from unexpected or sudden external events during the customer's participation in an agent-organized tour, the Company will pay compensation for death in the amount of fifteen million yen (JPY 15,000,000); for residual disabilities, in an amount of no more than fifteen million yen (JPY 15,000,000); for condolence money for hospitalization, in an amount of no less than twenty thousand yen (JPY 20,000) and no more than two-hundred thousand yen (JPY 200,000); and for condolence money for hospital commutes, in an amount of no less than ten thousand yen (JPY 10,000) and no more than fifty thousand yen (JPY 50,000.) In case of damages incurred to personal effects and baggage, for each item or each set of items the Company will pay compensation of no more than one-hundred thousand yen (JPY 100,000), and for each agent-organized tour, no more than one-hundred fifty thousand yen (JPY 150,000) per customer.
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Special Indemnifications. Vintage shall be indemnified and held harmless jointly and severally by the Existing Partners to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts to be paid in settlement) incurred or suffered as a result of (i) any claim being made against the Partnership or the Existing Partners by Anden Rancho Malibu Venture, or its successors or assigns ("ARMV"), relating to that certain Subordinated Net Proceeds Agreement dated as of July 2, 1992, by and between the Partnership and ARMV; (ii) any breach of any representation or warranty of the Existing Partners contained in this Agreement, including, without limitation, the representations and warranties set forth in Article 11 hereof; or (iii) any obligations or liabilities which accrued prior to March 24, 2003 under the contracts specified in Schedule 10.4 . With respect to the foregoing, Vintage acknowledges and agrees that the Partnership shall perform all obligations arising from and after March 24, 2003 under the contracts specified in Schedule 10.4
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Special Indemnifications. (a) Ashland shall indemnify and hold harmless, ASK or, at the election of ASK, the relevant Group Company as third party beneficiary without an own right to claim, from and against
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Special Indemnifications. Notwithstanding anything contained herein to the contrary, the Sellers shall jointly and severally indemnify the Indemnified Buyers from and against the entirety of any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by: (i) the failure of the Target and Sellers to maintain the minute books and corporate records of Target and Sellers relating to Target, including without limitation the original stock certificates of Sellers and actions of the Board of Directors and stockholders of Target, and to observe the corporate formalities of the Target; (ii) the reversal, or the loss due to legal authority of certain aged credits to clients in the aggregate amount of $388,999; (iii) the reversal of certain aged amounts due to clients in the aggregate amount of $438,000; or (iv) failure of the Target to qualify as an S corporation. The indemnification set forth in this Section 6.6 shall not be limited to the Indemnity Cap, the aggregate threshold set forth in Section 6.2(a) above or be subject to any time limitation whatsoever.
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Special Indemnifications. In addition to the provisions of Section 16.1 and without intending in any way to limit or restrict said provisions in any way, it is an express condition of this Lease that the Port shall be free from any and all liabilities and claims for damages and/or suits for or by reason of any death or deaths of or any injury or injuries to any person or persons or damages to property of any kind whatsoever, whether the person or property of Lessee, its agents or employees, or third persons, from any radio or broadcast interference with any Port or Port-related activity, including, but not limited to, interference with the operation of safety of buildings, container cranes or ships, and Lessee hereby covenants and agrees to indemnify and to save harmless the Port from all liabilities, charges, expenses (including counsel fees) and costs on account of or by reason of any such death or deaths, injury or injuries, liabilities, claims, suits or losses however occurring or damages growing out of the same. Lessee further agrees, if requested by the Port, to take appropriate measures including but not limited to, adjusting its radio signals so that resonant frequency energy absorbed by Port of Oakland container cranes does not exceed a safe level. Such determination as to safety shall be made by the Port's Chief Engineer applying pertinent objective criteria, such as by way of example and not limitation, applicable California Occupational Safety and Health Act (OSHA) regulations. It is a further express condition of this Lease that Lessee does hereby release and forever discharge the Port, members of the Board of Port Commissioners and its officers, agents and employees from any and all liabilities, claims, demands, rights and causes of action which the Lessee may have against it, him, her or them, on account of and in any way respecting alleged disruption, distortion or any other interference with Lessee's radio signal transmissions from existing Port container cranes, Port container cranes which may be installed in the future, or any other marine terminal activities; and Lessee does hereby covenant and agree to waive any and all such claims and forever releases and discharges the Port from the same.
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Special Indemnifications. (a) Ashland shall indemnify and hold harmless, ASK or, at the election of ASK, the relevant Group Company as third party beneficiary without an own right to claim, from and against 78 (i) any Loss attributable to the actual or alleged non-compliance of Ashland Resinas and/or its activities with applicable zoning law (including, but not limited to, law no. 6031/1988) at its Campinas site in Brazil, provided such non-compliance is asserted by a Governmental Authority and except to the extent such non-compliance results from any extensions activities at the Campinas site beyond the currently conducted by the Group after the Closing Date; Losses under this Section 8.4(a)(i) shall include, but not be limited to, Losses: (a) incurred in connection with Cleanups, (b) related to the curtailment of the business as currently conducted at the Campinas site, the potential partial or total prohibition of operations at and/or closure of the Campinas site and, (c) incurred in connection with, in the event of the partial or total prohibition of operations at and/or closure of the Campinas site, the development and installation of an alternative site in lieu of the Campinas site and/or (d) any related administrative, civil or criminal penalties of any kind (and not only directly related to zoning law); and (ii) the actual or alleged exposure of individuals (including, but not limited to, employees of Ashland and employees of customers of Ashland) on or prior to the Closing Date to airborne silica which has been produced, processed, used and/or applied in the Ashland Business; provided, that the respective Loss shall be split between Ashland and the Group (1) in accordance with the ratio the period of the actual or alleged exposure of the respective individual on or prior to the Closing Date (ratio of Loss assigned to Ashland) bears to the period of the actual or alleged exposure of the respective individual after the Closing Date (ratio of Loss assigned to the Group), provided there is reasonable evidence that allows for the establishment of such periods (the duration of employment of the respective individual at the employer and in the function where she or he was actually or allegedly exposed to airborne silica on or prior to the Closing Date (ratio of Loss assigned to Ashland) and after the Closing Date (ratio of Loss assigned to the Group) shall be deemed as reasonable evidence, unless a Party rebuts such presumption by providing reasonable counter-evidence); and in th...
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Special Indemnifications 
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Related to Special Indemnifications

  • Additional Indemnification (a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Additional Indemnification Provisions (a) The Parent and the Acquiror agree, for themselves and on behalf of their respective Affiliates and Representatives, that with respect to each indemnification obligation set forth in Article VII and this Article X, any Transaction Agreement or any other document executed or delivered in connection with the Closing: (i) solely in the case of any indemnification with respect to UG Asia, each such obligation shall be calculated on an After-Tax Basis, (ii) all Losses shall be net of any Eligible Insurance Proceeds, (iii) in no event shall an Indemnifying Party have any liability to an Indemnified Party for: (A) any punitive or special damages other than punitive or special damages recovered by third parties in connection with a Third Party Claim, (B) any damages solely attributable to lost profits to the extent constituting damages in excess of the difference between the value of what the Indemnified Party received in the transaction contemplated by this Agreement and the value of what the Indemnified Party should have received in the transaction contemplated by the Agreement if there had been no breach of the representation and warranty or covenant by the Indemnifying Party for which breach the Indemnified Party is seeking indemnification and (C) any Losses to the extent incurred in connection with a party’s assertion, enforcement, dispute or resolution of its indemnification or other rights under this Agreement or the collection of any amounts payable to a party hereto under this Agreement, unless such Losses are finally determined to be indemnifiable, (iv) in no event shall the Parent have any liability or obligation to any Acquiror Indemnified Party to the extent that any Loss, or any portion thereof, for which indemnification is sought hereunder is reserved for in the Reference Balance Sheet (but such limitation shall only apply up to the amount so reserved) and (v) notwithstanding anything contained in this Agreement to the contrary, for purposes of this Article X, (A) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose, and (B) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (A), shall be determined without regard to any limitation or qualification as to materiality, or Acquiror Material Adverse Effect or Company Material Adverse Effect (which, in each case, instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty, except for the reference to material in Section 3.08(a)(i), Section 3.10(a), the second and third sentences of Section 3.10(b), Section 3.14(a) and Section 3.23(a), which shall not be read out for such purpose.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Additional Indemnification Rights Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent permitted by applicable law, notwithstanding that such indemnification may not be specifically authorized by the other provisions of this Agreement, the Bye-Laws or by statute. If there is any change, after the date of this Agreement, in any applicable law, statute or rule, whether by case law or otherwise, that expands the right of a Bermuda company to indemnify a member of its board of directors, such changes shall be, ipso facto, within the purview of Indemnitee's rights and Company's obligations, under this Agreement. If there is any change in any applicable law, statute or rule that narrows the right of a Bermuda company to indemnify a member of its board of directors, such changes, to the extent not otherwise mandatorily required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties, rights and obligations hereunder.

  • Cross Indemnification Each Lender (an "Indemnifying Party") hereby agrees to indemnify, hold harmless and defend each other and such other Lender's respective officers, directors, employees, attorneys, agents (not including any Participating Institution or the servicer of any XXXX Loan) and each person who controls such other Lender within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively and severally, the "Indemnified Parties"), from and against any and all claims, obligations, penalties, actions, suits, judgments, costs, disbursements, losses, liabilities and/or damages (including, without limitation, reasonable external attorneys' fees and the allocated costs of internal salaried attorneys) of any kind whatsoever which may at any time be imposed on, assessed against or incurred by any such Indemnified Party in any way relating to or arising out of the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender hereunder or the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender to any Participating Institution in connection with the XXXX Program or the Subject Securitization Transaction. The indemnity provided by each Indemnifying Lender hereunder is in addition to any liability which such Lender may otherwise have to the Indemnified Parties, at law, in equity or otherwise, in connection with the Subject Securitization Transaction.

  • Mutual Indemnification Each Party shall defend indemnify and hold harmless the other Party, including Affiliates and each of their respective officers, directors, shareholders, employees, representatives, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) a Party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a material breach by a Party of any of its representations, warranties, covenants or agreements under this Agreement.

  • Partial Indemnification If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

  • Waiver and Indemnification Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

  • Waivers Indemnification 60 11.1 Demand; Protest; etc...........................................................................60 11.2 The Lender Group's Liability for Collateral....................................................60 11.3 Indemnification................................................................................60

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