Termination Indemnification Sample Clauses

Termination Indemnification. PROXIMITY may, upon written notice to Customer, immediately terminate this Agreement and any further obligations to make shipments hereunder if Customer fails to comply with the terms of this Agreement including (without limitation) in the event that Customer becomes insolvent or bankrupt, or is more than 45-days delinquent in payments to PROXIMITY. Customer may not cancel or modify this Agreement except upon terms accepted in writing by PROXIMITY. If Customer cancels or modifies this Agreement, Customer shall compensate PROXIMITY for all costs and damages resulting therefrom, including (without limitation) lost profits, allocable overhead, commodity market losses and all other incidental and consequential damages. Customer shall defend, indemnify and hold harmless PROXIMITY from and against all damages, losses, claims and expenses, including attorneys' fees, incurred by PROXIMITY as a result of any breach by Customer of any of its obligations under this Agreement.
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Termination Indemnification. A. Producer reserves the right to terminate this agreement with Crew Member for any reason at any time subject only to the obligation to pay to Crew Member any accrued and unpaid compensation. (if applicable) and to inform the Faculty Adviser in case the termination is disputed.
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Termination Indemnification. Any person employed with the City and covered by this Agreement, who is not a member of the Union and who does not make application for membership within thirty
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Termination Indemnification. This Agreement may be terminated and the purchase and sale of the New Shares may be abandoned at any time before the Closing occurs:
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Termination Indemnification. We may in our sole discretion, suspend or terminate Discover Network Card processing services under the Agreement for any actual or suspected data security compromise. Notwithstanding anything in this Agreement to the contrary, you agree to indemnify and hold us harmless from and against all losses, liabilities, damages and expenses resulting from your failure to comply with the Security Requirements.
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Termination Indemnification 
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Related to Termination Indemnification

  • Release Indemnification (a) In further consideration of Agent’s and Lenders’ execution of this Amendment, each Credit Party, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of such Credit Party and any debtor-in-possession with respect to such Credit Party), assigns, subsidiaries and affiliates, hereby forever releases Agent and each Lender and their respective successors, assigns, parents, subsidiaries, affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”) that such Credit Party may have against the Releasees which arise from or relate to any actions which the Releasees may have taken or omitted to take in connection with the Obligations, the Credit Agreement or the other Loan Documents prior to the date this Amendment was executed, including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third parties liable in whole or in part for the Obligations, other than debts, claims, demands, liabilities, responsibilities, disputes, causes of action and obligations to the extent they result from any Releasee’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This provision shall survive and continue in full force and effect whether or not the Credit Parties shall satisfy all other provisions of this Amendment, the Loan Documents or the Credit Agreement, including payment in full of all Obligations.

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