Statement of Indemnification Sample Clauses

Statement of Indemnification. I understand that, although the Releasees have made every reasonable effort to assure the safety of my child while participating in the Activity, there are unavoidable risks, and I hereby voluntarily agree individually, and on behalf of Releasors, to indemnify, defend and hold harmless Releasees from any and all liability, loss, damage or expense, including attorneys’ fees, that they or any of them incur or sustain as a result of any claims, demands, actions, causes of action, damages, judgments, costs or expenses, including attorneys’ fees, which arise out of, occur during, or are in any way connected with my child’s participation in the Activity or any travel incident thereto.
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Statement of Indemnification. The Contractor hereby acknowledges and confirms that the contract prices includes the consideration for this Indemnification/Hold Harmless. The Contractor shall, in addition to any other obligation to indemnify the City and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the City of Lake Wales, its elected or appointed officials, employees and agents from and against all claims, actions, liabilities, losses, (including economic losses), costs, including attorney fees and all costs of litigation, and judgments of every name and description arising out of or incidental to the performance of this contract, unless caused by the sole negligence of the City of Lake Wales, its elected officials, employees or agents. Any cost or expenses, including attorney fees (including appellate or bankruptcy), incurred by the City of Lake Wales to enforce this agreement shall be borne by the contractor. This indemnification shall also cover all claims brought against the City of Lake Wales, its elected officials, employees or agents by any employee of the contractor, any subcontractor or anyone directly or indirectly employed by any of them. The contractor’s obligation under this article shall be limited to $10,000,000 and shall not be limited in any way to the agreed upon contract price as shown in this contract or the contractor’s limit of all service, obligations, and duties provided for in this contract, or in the event of termination of this contract for any reason, the terms and conditions of this article shall survive indefinitely
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Statement of Indemnification. I, individually, and on behalf of my heirs, successors, assigns and personal representatives, hereby agree to indemnify, defend and hold harmless the University, the University of Hawai‘i System, the State of Hawai‘i and its employees, agents, officers, trustees and representatives (in their official and individual capacities) from any and all liability, loss, damage or expense, including attorneys’ fees, that they or any of them incur or sustain as a result of any claims, demands, actions, causes of action, damages, judgments, costs or expenses, including attorneys’ fees, which arise out of, occur during, or are in any way connected with my participation in the program or any travel incident thereto.
Sample 1
Statement of Indemnification. Permittee agrees to indemnify, defend and hold harmless the City of Xxxxxx and each officer, agent and employee thereof from any liability or responsibility for any accident, loss or damage to persons or property happening or occurring as a proximate result of the encroachment or construction thereof. Sec. 22.49-1, Permits – Indemnity and insurance Signed Title Endorsement must comply with City of Xxxxxx Signature Requirements for City Agreements.
Sample 1
Statement of Indemnification. The Contractor hereby agrees to assume all risk of injuries to property or persons, including death resulting therefrom, arising from the performance of Work under this Contract, or in connection therewith, or appertaining thereto, sustained by the Contractor, the employees of the Contractor, the employees of the Board and/or any other person. The Contractor does hereby agree to protect, indemnify, and hold harmless the Miami Township Board of Trustees, Xxxxxxxxxx County, Ohio against any and all actions, claims, demands or liabilities for death, personal injuries or property damage arising from the performance of the Work under this Contract by any person as aforesaid for any cause whatsoever, not including, however, any act of negligence or omission by the Board or its authorized representatives and employees, and any defect in the premises, machinery or equipment or the Board. In addition, the Contractor shall pay all expenses which the “Board” may incur in the investigation and/or defense of any such claim, including counsel fees and court costs.
Sample 1
Statement of Indemnification. As to each Licensed Work covered by ---------------------------- representations and warranty under Section 12(b)(1), Licensor agrees to defend, at its expense, any suit, claim or the like against Licensee to the extent such suit, claim or the like is based upon an assertion that (1) the Licensor does not have sufficient right, title and interest in the Licensed Works to enter into and/or convey the rights and licenses granted under any Project Statement, and/or (2) that the Licensed Works infringe the patent, copyright or trade secret rights of a third-party. Licensor agrees to pay the amount of any settlement or the costs, damages, and reasonable attorney's fees finally awarded in any such suit, claim or the like provided, that: (1) Licensor is notified promptly in writing of any notice of claim or of threatened or actual Suit; (2) Licensor has sole control of the defense of such suit, claim or the like and related settlement negotiations; (3) Licensee cooperates in the defense and settlement of such suit, claim or the like at the expense of Licensor; and (4) Any such settlement shall contain no admission of Licensor's liability without the prior written approval of the Licensor. Following notice from Licensee of a claim or of a threatened or actual suit, to the extent based on the above, Licensor shall, at its expense, procure for Licensee the right to continue to market, use, and/or have others market or use the allegedly infringing Licensed Work, or replace or modify the same to make it non-infringing. If Licensor elects to replace or modify such Licensed Work, such replacement shall substantially meet the specifications contained in the applicable Project Statement.
Sample 1
Statement of Indemnification. The Contractor hereby agrees to assume all risk of injuries to property or persons, including death resulting therefrom, arising from the performance of Work under this Contract, or in connection therewith, or appertaining thereto, sustained by the Contractor, the employees of the Contractor, the employees of the Board and/or any other person. The Contractor does hereby agree to protect, indemnify, and hold harmless the Miami Township Board of Trustees, Xxxxxxxxxx County, Ohio against any and all actions, claims, demands or liabilities for death, personal injuries or property damage arising from the performance of the Work under this Contract by any person as aforesaid for any cause whatsoever, not including, however, any act of negligence or omission by the Board or its authorized representatives and employees, and any defect in the premises, machinery or equipment or the Board. In addition, the Contractor shall pay all expenses which the “Board” may incur in the investigation and/or defense of any such claim, including counsel fees and court costs. CONTRACTOR: By: Title: Date: Subscribed and sworn to before me this day of , 20 . Notary Public: My Commission Expires: STA CE Y RD ST EINM ET Z AVE STRO O P FR ON TAG E R D NORWAY DR XXXXXXX XXX EL LERYAVE FULT ON AVE PARALLEL RD CHIEF WOO DS LN Xxxxx Xxxxxxxx SHO RELA NDS RD ANG US LN HERF ORD T RL XXXXX RD MIAM I S HORE S DR SHADYVIEW RD COTTA GE RD §¦¨75 HOYLAKE CT TELHURST CT LAKEHURST CT PO RTA GE RD MAT TIS DR OWENDALE DR WATE XX XXX XX XXX S TUP P L C. F. Holiday LYNPARK AVE XXXXXXXXX AVE FINL AND DR NAS H C T XX XXXXXXX AVE XXXXX AVE WI NWOOD AVE TA IT RD KE TT ERING B LV D BE E CHGROV E RD XXXXXX E WE ST CARROLLTON VEN ETIAN WAY PA RIS DR SE LLA RS RD E VEN ETIA N WAY W VEN ETIA N WAY OU TDO O R R D KAJEAN AVE OLD XXXXXXX XX XXXXX IDE DR LOS A RROW XX XXXXXXX AVE XXXX A V E WINW OOD A VE ORA NGE AV E MA NIS TEE P L MIAM I SHORES DR XXXXXX XX X XXXX IS O N S T XXXXX FO RD S T SIBL EY AVE ST ONE HENG E LN PENSACO LA BLVD TA IT CIRCLE RD SCHENLEY AVE XXX DR REIC HE RT R D MORAINE RIDGE LN SWIM M ING H OLE R D RULLA CT XX XXX S T JO MA R A VE NYACK LN CLUST ER AVE CLEA RVIE W AVE RICHWO OD DR LEHIGH PL RECREAT IO N DR WILLO WVIEW DR LAUDE RDA LE DR SIBL EY AVE PENSACO LA BLVD BABYLO N ST MAY S XX X XXXXXX DR DR UID LN TA IT RD ELTE R DR ROVER C T XXXXXXX XX TRA IL-ON RD COZY CA M P RD CLEA RV IE W A VE XXXXXXX LN Fire Station 48 MILESBURN D R ADRIAN CT BUT LER AV E EXET ER R D DELBA DR ROLLING S T JO YCE...
Sample 1
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Related to Statement of Indemnification

  • Payment of Indemnification If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

  • Scope of Indemnification The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party or the enforcement of any of the terms of any thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Exclusion of Indemnification Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of the Agent’s Disqualifying Conduct. In respect of any claim, issue or matter as to which that Person shall have been adjudged to be liable in the performance of that Person’s duty to the Trust or the Shareholders, indemnification shall be made only to the extent that the court in which that action was brought shall determine, upon application or otherwise, that in view of all the circumstances of the case, that Person was not liable by reason of that Person’s Disqualifying Conduct.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

  • Indemnification of Indemnitee Subject to the limitations set forth herein and particularly in Section 6 hereof, the Corporation shall indemnify Indemnitee as follows: (a) The Corporation shall, with respect to any Proceeding (as hereinafter defined), indemnify Indemnitee to the fullest extent permitted by applicable law or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide before such amendment). The right to indemnification conferred herein shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2(a), the rights of indemnification of Indemnitee shall include but shall not be limited to those rights hereinafter set forth. (b) The Corporation shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses (as hereinafter defined) or Liabilities (as hereinafter defined), actually and reasonably incurred by Indemnitee in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. (c) The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Corporation or any subsidiary of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was an Agent of the Corporation, or any subsidiary of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as an Agent of another corporation, partnership, joint venture, trust or other enterprise, against Expenses and, to the fullest extent permitted by law, Liabilities if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

  • Primacy of Indemnification The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

  • Indemnification and Exculpation of Indemnitees (a) The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership. (b) The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met. (c) The indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity. (d) The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. (e) For purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership. (f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (h) The provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. (i) Notwithstanding the foregoing, the Partnership may not indemnify or hold harmless an Indemnitee for any liability or loss unless all of the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Partnership; (ii) the Indemnitee was acting on behalf of or performing services for the Partnership; (iii) the liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee is a director of the General Partner (other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Director; and (iv) the indemnification or agreement to hold harmless is recoverable only out of net assets of the Partnership. In addition, the Partnership shall not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities regulatory authority in which Securities were offered or sold as to indemnification for violations of securities laws.

  • Manner of Indemnification Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Adjusted Purchase Price.

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