Title and Indemnity Sample Clauses

Title and Indemnity. Seller warrants that at the time of delivery it will have title to the Coal, and will deliver the Coal to Buyer, free and clear of all liens, claims and encumbrances arising prior to the transfer of title to Buyer.
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Title and Indemnity. Seller represents and warrants to Buyer that at the time of delivery it will have good and marketable title to the Fuel, and will deliver the Fuel to Buyer, free and clear of all liens, claims, security interests and other encumbrances. Buyer and Seller shall indemnify, defend and hold harmless the other Party from any Claims arising from or related to claims of title, personal injury or death, property damage or other charges related to the Fuel that are in connection with or relate to periods before title passes to the other Party.
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Title and Indemnity. Seller warrants that it has title to the Commodity, and will deliver the Commodity to Buyer, free and clear of all liens, claims and encumbrances arising prior to the transfer of title to Buyer; provided, that to the extent Buyer previously conveyed title in the Commodity to Seller in an earlier transaction, Seller's warranty to Buyer shall not cover any defects in title that arose through or under Buyer or any other owner(s) who held title prior to Seller acquiring title to such Commodity. Seller and Buyer shall each indemnify, defend and hold harmless the other Party from any Claims arising from failure of title or loss of the Commodity while title and risk of loss to the Commodity is vested in the indemnifying Party. Except as otherwise provided in the Inventory Agreements, title shall pass to Buyer upon delivery at the Delivery Point in accordance with Schedule 1.
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Title and Indemnity. 7.1 Seller hereby warrants title to all gas sold hereunder and that Seller has the right and full authority to sell the same to Buyer, receive all of the proceeds from that sale, and that all gas is free from any and all liens and adverse claims. Seller will indemnify Buyer against and hold Buyer harmless from any and all Losses arising out of or related to Seller's breach of the foregoing warranty. Buyer shall have no obligation to make payments for gas delivered hereunder until Seller has furnished Buyer with an executed division order or title opinion (addressed to Buyer) in form and content acceptable to Buyer indicating that payments for all gas delivered hereunder are to be made to Seller.
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Title and Indemnity. Section 8.1, 8.2, and 8.3 of the Base Contract shall be amended in their entirety as follows:
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Title and Indemnity. Section 8.1, 8.2, and 8.3 of the Base Contract shall be amended in their entirety as follows: 8.1. Title to the Gas shall pass from Seller to Buyer at the Delivery Points, Existing Gas Volumes other than Existing Gas Volumes gathered hereunder, the title to which shall not pass to Buyer. Seller shall have responsibility for and assume any liability with respect to Gas prior to its delivery to Buyer at the Receipt Points. Buyer shall have responsibility for and assume any liability with respect to Gas after its delivery to Buyer at the Receipt Points, other than matters related to title to the Gas which shall remain with Seller until title has passed to Buyer at the Delivery Points for Gas purchased hereunder. 8.2. Seller warrants that they will have the right to convey and will transfer good and merchantable title to all Gas sold to Buyer hereunder, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8.2 AND IN SECTION 15.8 AND SECTION 15.15, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED. 8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including reasonable attorneys’ fees and costs of court (“Claims”), from any and all persons, arising from or out of personal injury (including death) or property damage from said Gas prior to delivery to Buyer at the Receipt Points. Buyer agrees to indemnify Seller and save it harmless from all Claims from any and all persons arising from or out of claims regarding personal injury (including death) or property damage from said Gas or other charges thereon after delivery to Buyer at the Receipt Points. In addition, Seller agrees to indemnify Buyer and save it harmless from all Claims from any and all persons arising from or out of (i) title to Gas prior to the Delivery Points, (ii) breach or default by Seller of its obligations under any contract, agreement, or applicable law to pay or perform any amounts due to any royalty owner, partner, or limited partner of any
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Title and Indemnity. Seller represents and warrants that at the Delivery Point it has title to all LNG under this Master Agreement and each Confirmation Notice, and all LNG will at the Delivery Point be free and clear of all liens (other than liens arising under any applicable laws, of which Seller shall procure the release immediately upon delivery of the LNG at the Delivery Point), charges, assessments, security interests, privileges, encumbrances and adverse claims of every description.
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Title and Indemnity. 6.1 Other than the licenses granted herein, all interests in the LP Products, and the underlying technology and intellectual property will be and remain the property of the Licensor.
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Title and Indemnity. Seller warrants that it has title to the Commodity, and will deliver the Commodity to Buyer, free and clear of all liens, claims and encumbrances arising prior to the transfer of title to Buyer. Seller and Buyer shall each indemnify, defend and hold harmless the other Party from any Claims arising from failure of title or loss of the Commodity while title and risk of loss to the Commodity is vested in the indemnifying Party.
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Related to Title and Indemnity

  • Waiver and Indemnity (a) No omission or delay by Lender in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to any Borrower no waiver will be valid unless in writing and signed by Lender and then only to the extent specified.

  • 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.

  • WARRANTY AND INDEMNITY 9.1. The Contractor warrants to the Department that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department will be relying upon the Contractor's skill, expertise and experience in the performance of the Project and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Project and the accuracy of any documents conceived, originated, made or developed by the Contractor as part of this Contract. The Contractor warrants that any goods supplied by the Contractor forming part of the Services will be of satisfactory quality and fit for their purpose and will be free from defects in design, material and workmanship.

  • Insurance and Indemnity (a) The Hirer shall be liable for:

  • Assumption and Indemnification The General Partner agrees, as of the date of Closing (and, upon the execution and delivery of the Assignments by the Partnership, the General Partner shall be deemed to have agreed), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(C), and (b) to indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties shall include all matters arising out of the condition of the Properties (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells located on the Pxxxxxties, to restore the surface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws including conducting any remediation activities which may be required on, or otherwise in connection with activities on, the Properties), regardless of when the events occurred which give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by the General Partner shall expressly cover and include such matters so arising out of such condition.

  • Reimbursement and Indemnification Each Secured Party (other than the Agents) agrees to (i) reimburse the Agents for such Secured Party’s pro rata share of all Obligations held by such Secured Party of (x) any expenses and fees incurred by any Agent for the benefit of Secured Parties under this Agreement and any of the other Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Secured Parties, and any other expense incurred in connection with the operations or enforcement thereof not reimbursed by the Loan Parties, and (y) any expenses of any Agent incurred for the benefit of the Secured Parties that the Loan Parties have agreed to reimburse pursuant to this Agreement or any other Loan Document and have failed to so reimburse, and (ii) indemnify and hold harmless each Agent and any of their respective directors, officers, employees, or agents, on demand, in the amount of such Secured Party’s pro rata share of all Obligations held by such Secured Party, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any Secured Party in any way relating to or arising out of this Agreement or any of the other Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the other Loan Documents to the extent not reimbursed by the Loan Parties, including, without limitation, costs of any suit initiated by each Agent against any Secured Party (except such as shall have been determined by a court of competent jurisdiction or another independent tribunal having jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent); provided, however, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Secured Party in its capacity as such. The provisions of this SECTION 8.08 shall survive the repayment of the Obligations and the termination of the Commitments.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Release and Indemnity Please read carefully. This Release and Indemnity section contains a surrender of certain legal rights. I hereby acknowledge and assume all of the risks of participating in the Event and agree as follows: • To the extent permitted by law, to release and not to xxx Operator, WTC, Triathlon Australia, any applicable federation, Event sponsors, Event organizers, Event promoters, Event producers, race directors, Event officials, Event staff, advertisers, administrators, contractors, vendors, volunteers, and all property owners and state, city, town, county, and other governmental bodies, and/or municipal agencies whose property and/or personnel are used and/or in any way assist in locations where the activities take place, and each of their respective parent, subsidiary and affiliated companies, assignees, licensees, owners, officers, directors, partners, board members, shareholders, members, supervisors, insurers, agents, employees, volunteers, contractors and representatives and all other persons or entities associated or involved with the activities (individually and collectively referred to in this Form as the “Released Parties”), with respect to any and all claims, liabilities, suits or expenses (including attorneys’ fees and costs) (collectively referred to in this Form as “claim” or “claim/s”) for any injury, damage, death, lost property, stolen property, disposed property, or other loss in any way connected with my enrollment or participation in the activities, including use of any equipment, facilities or premises, howsoever caused; negligence, whether passive or active, of the Released Parties; and/or any breach by the Released Parties of statutory duty. I understand I agree here to waive all claim/s I may have against the Released Parties and agree that neither I, nor my estate, heirs, assigns or beneficiaries nor anyone else acting on my behalf, will make a claim against the Released Parties for any injury, damage, death or other loss I may suffer. The aforementioned exclusion of liability shall not apply to damages caused by willful misconduct and gross negligence by Operator and to injuries to life, body or health due to intentional or gross negligent breach of duty by Operator or a person used to perform an obligation of Operator; and • To defend and indemnify (“indemnify” meaning protect by reimbursement or payment) the Released Parties with respect to any and all claim/s brought by or on behalf of me, my spouse, a family member, a co-participant or any other person, for any injury, damage, death, lost property, stolen property, disposed property, or other loss in any way connected with my enrollment or participation in the activities, including without limitation use of any equipment, facilities, or premises, howsoever caused; negligence, whether passive or active, of the Released Parties; and/or any breach by the Released Parties of statutory duty. This Release and Indemnity section includes but is not limited to claim/s for personal injury or wrongful death (including claim/s related to emergency, medical, drug and/or health issues, response, assessment or treatment), property damage, loss of consortium, breach of contract or any other claim, including claim/s resulting from the negligence of Released Parties, whether passive or active.

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

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