Title Indemnification Sample Clauses

The Title Indemnification clause serves to protect a party against losses or damages arising from defects or challenges to the legal ownership of a property or asset. In practice, this clause requires one party—often the seller or grantor—to compensate the other party if it turns out that the title is not clear, is encumbered, or is subject to third-party claims. By including this provision, the parties ensure that the buyer or recipient is shielded from financial harm due to unforeseen title issues, thereby allocating risk and promoting confidence in the transaction.
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Title Indemnification. Notwithstanding any other provisions of this Article VII, Seller shall have the option to execute and deliver to Buyer a title indemnity whereby Seller shall keep Buyer indemnified from and against any and all liability, loss, costs (including legal costs), suits, judgments, causes of action, claims or damages arising or incurred in connection with any uncured Title Defects, to the extent the same relate to acts, omissions or other matters occurring prior to the Effective Time and only with respect to such uncured Title Defects. The title indemnity shall be limited to the amount determined in accordance with this Article VII with respect to the particular Asset for which the indemnity is given. If Seller provides such a title indemnity, the relevant uncured Title Defects shall be deemed to be cured and removed for the purposes of this Agreement.
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Title Indemnification. Notwithstanding any other provisions of this --------------------- Article VII, to the extent that all Title Defects have a cumulative value of less than 10% of the Purchase Price, then for any uncured Title Defect Seller shall have the option to execute and deliver to Buyer a title indemnity and, in such event, the relevant uncured Title Defect shall be deemed to be cured and removed for the purposes of this Agreement. In the event Seller elects to give such an indemnity, Seller shall hold harmless and keep Buyer indemnified from and against any and all liability, loss, costs (including legal fees and costs), suits, judgments, causes of action, claims or damages suffered by Buyer or arising or incurred in connection with or resulting from any uncured Title Defects with the intent that Buyer shall be placed in the same economic and financial condition as Buyer would have been in had Seller actually cured the Title Defect. No claim for indemnification of Buyer shall be made or be enforceable, whether by legal proceedings or otherwise, unless written notice of the claim, setting out reasonable details thereof is given by Buyer to Seller on or before January 1,
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Title Indemnification. At any time prior to the Cure Period Deadline Date, and in each case subject to Buyer’s written consent (which may be conditioned or withheld for any reason or no reason at Buyer’s sole discretion, but which Buyer will either provide or deny within two (2) Business Days after receipt of Seller’s Title Indemnity Notice; provided, however, that if Buyer does not affirmatively respond within such two (2) Business Day period, Buyer shall be deemed to have affirmatively elected not to consent to such title indemnification remedy), Seller shall have the right, but not the obligation, to elect to indemnify Buyer against all Liabilities (up to the Title Defect Amount attributable thereto) resulting from any Alleged Title Defect or Agreed Title Defect (each such defect, an “Indemnified Title Defect”) by providing notice to Buyer identifying such Indemnified Title Defect and setting forth Seller’s indemnity obligations in form and substance reasonably satisfactory to Buyer (each such notice, a “Title Indemnity Notice”). Upon Seller’s delivery of such Title Indemnity Notice and Buyer’s written acknowledgment and acceptance thereof, (i) any Indemnified Title Defect identified therein shall no longer constitute an Alleged Title Defect or Agreed Title Defect for purposes of this Agreement and shall not otherwise be capable of giving rise to an Alleged Title Defect, a Title Defect or an Agreed Title Defect pursuant to this Agreement, and (ii) there shall be no Purchase Price adjustment under this Agreement in connection with, or as a result of, any such Indemnified Title Defect.
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Title Indemnification. Big West shall indemnify, defend and hold harmless the Partnership Entities from and against any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, and reasonable costs and expenses (including, court costs and reasonable attorneys’ and experts’ fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Entities by reason of or arising out of (a) the failure of Opco to be the owner of such valid and indefeasible easement rights, leasehold interests or other adequate possessory interests in and to the lands on which any of the Assets is located as of the Closing Date; (b) the failure of Opco to have sufficient rights in the consents, licenses and permits necessary to allow any such Asset referred to in clause (a) of this Section 2.3 to operate on such land as it was operated immediately prior to the Closing Date; and (c) the cost of curing any condition set forth in clause (a) or (b) above that does not allow any Asset to be operated as it was operated immediately prior to the Closing Date; provided that the Partnership Entities shall use commercially reasonable efforts to mitigate any such cost, but failure to use such commercially reasonable efforts shall not limit the Partnership Entities’ rights to indemnification hereunder, except to the extent Big West is prejudiced thereby.
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Title Indemnification. YOU OBTAIN NO TITLE TO SERFF AND NO RIGHTS IN SERFF EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. The NAIC owns all proprietary right, title and interest in and to SERFF. The NAIC owns the patent, copyright, trade secret, trade name and all other intellectual property rights in and to SERFF including, but not limited to, the data bases, source codes, object codes, computer programs, compilations and presentation format. You recognize that SERFF is the exclusive property of the NAIC, and you shall take no action adverse to such rights of the NAIC as owner and sole copyright proprietor. The NAIC represents and warrants that SERFF does not and will not violate or infringe any enforceable patent, trademark, trade secret, copyright or similar intellectual property right. The NAIC will defend all claims and pay all losses that a court finally awards or any settlement attributed to any claim made against you alleging that SERFF infringes upon an intellectual property right, if you give the NAIC prompt written notification of any such claim, and allow the NAIC to control, and fully cooperate with the NAIC in the defense and all related settlement negotiations. In no event shall the NAIC be liable for loss of profit, goodwill, or other special or any consequential damages in any way attributable to SERFF. You assume sole responsibility for your use of SERFF and agree to indemnify the NAIC and hold the NAIC harmless against any liability or claim attributable to improper use of SERFF by you or your subsidiaries or affiliates.
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Related to Title Indemnification

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).

  • Lessee Indemnification Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adjacent properties). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. NO TERMINATION, CANCELLATION OR RELEASE AGREEMENT ENTERED INTO BY LESSOR AND LESSEE SHALL RELEASE LESSEE FROM ITS OBLIGATIONS UNDER THIS LEASE WITH RESPECT TO HAZARDOUS SUBSTANCES, UNLESS SPECIFICALLY SO AGREED BY LESSOR IN WRITING AT THE TIME OF SUCH AGREEMENT.

  • Insurance Indemnification A. The Contractor shall procure and maintain during the life of this contract such insurance policies, including those set forth in Exhibit C, as will protect itself and the City from all claims for bodily injuries, death or property damage which may arise under this contract; whether the act(s) or omission(s) giving rise to the claim were made by the Contractor, any subcontractor or anyone employed by them directly or indirectly. In the case of all contracts involving on-site work, the Contractor shall provide to the City, before the commencement of any work under this contract, documentation satisfactory to the City demonstrating it has obtained the policies and endorsements required by Exhibit C. B. Any insurance provider of Contractor shall be admitted and authorized to do business in the State of Michigan and shall carry and maintain a minimum rating assigned by A.M. Best & Company’s Key Rating Guide of “A-“ Overall and a minimum Financial Size Category of “V”. Insurance policies and certificates issued by non-admitted insurance companies are not acceptable unless approved in writing by the City. C. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold the City, its officers, employees and agents harmless from all suits, claims, judgments and expenses, including attorney's fees, resulting or alleged to result, from any acts or omissions by Contractor or its employees and agents occurring in the performance of or breach in this Agreement, except to the extent that any suit, claim, judgment or expense are finally judicially determined to have resulted from the City’s negligence or willful misconduct or its failure to comply with any of its material obligations set forth in this Agreement.