Undertaking and Indemnity Sample Clauses

Undertaking and Indemnity. 3.1 The Licensee undertakes to use the Intellectual Property only for its own use and not to copy publish or distribute the Intellectual Property or any of it or allow the same to be copied or distributed 3.2 The Licensee agree to indemnify and keep indemnified the Licensor against all loss, liabilities, damages, claims, proceedings, penalties, fines or other sanctions and judgements suffered or sustained or incurred by the Licensor as a result of any infringement of the above undertaking 3.3 The Licensee acknowledges that upon its, its employees, representatives or agents (or any of them) unauthorised copying publication or distribution the Licensee may take such steps as it sees fit to procure a suitable remedy (including seeking injunctive relief through the Courts) and that damages would not be an adequate remedy.

Undertaking and Indemnity. The Customer irrevocably and unconditionally agrees: 3.1 to accept and / or pay at maturity all drafts drawn or purporting to be drawn in accordance with the terms of any Documentary Credit; 3.2 that the Bank (or its nominee) will have the absolute discretion whether or not to accept, pay or negotiate any Documentary Credit or related document, without reference to the Customer. The decision of the Bank (or its nominee) whether to accept, pay or negotiate a Documentary Credit or related document (including whether the conditions in relation thereto set out in such Documentary Credit have been satisfied or not) will be final and binding on the Customer. In this respect neither the Bank nor its nominee shall be required to look into the validity, accuracy or genuineness of any documents or statements presented or made in relation to any Documentary Credit by the beneficiaries under such Documentary Credit; 3.3 to indemnify the Bank against all losses, costs, damages, expenses, claims and demands arising as a result of the issue or establishing of a Documentary Credit, and will, if so required, provide the Bank with clear funds necessary to meet all payments made by the Bank and to satisfy all interest, commission, costs, charges, disbursements and expenses of the Bank; 3.4 as and when required to do so by the Bank, to provide in the manner and to the extent required by the Bank, insurance (in which the Bank is named as beneficiary or loss payee) for the full protection of the Bank’s interests in goods consigned under any Documentary Credit, and in the event of our failure to do so, the Bank shall be at liberty to obtain such insurance at the Customer’s cost and expense; 3.5 to make and prosecute claims under such insurance; 3.6 to forthwith pay over to the Bank any monies received in respect of such insurance claim(s), and until such sums are paid over, to hold such sum(s) in trust for the Bank; 3.7 if required by the Bank to assign to the Bank (including by way of creation of security) all the rights of the Customer (whether as unpaid seller or otherwise) in relation to goods in respect of which Documentary Credits have been issued, including the right to sell such goods where required; 3.8 to hold and retain all monies which are the proceeds of sale of any goods in respect of which Documentary Credits have been issued until such time as monies are due and payable by the Customer to the Bank, and if so required by the Bank to apply such monies towards payme...

Undertaking and Indemnity. 3.1 In consideration of the assignment by the Assignor given in Clause 2.1 hereof, the Assignee hereby undertakes, with effect from the Transfer, to perform and discharge any obligation on the part of the Assignor under the Equity Participation Agreement. 3.2 With effect from the Transfer, the Assignee hereby undertakes fully to indemnify the Assignor and keep the Assignor fully indemnified at all times against any liability, loss, cost, damage or expense suffered, sustained or incurred by the Assignor as a result of any act or omission of the Assignee giving rise to or contributing to any breach or frustration of the Equity Participation Agreement or any claim or demand in respect of the subject matter of the Equity Participation Agreement arising on or after the Transfer.

Undertaking and Indemnity. 16.1 The Client undertakes with BOW that it will take its own legal and tax advice in relation to the Entity and the Entity’s impact upon the Client’s position and it will (a) provide a copy of that advice to BOW, and (b) it will follow the advice. 16.2 The Client will keep BOW indemnified against any and all taxes, actions, claims, losses, liabilities, damages and costs, charges and expenses, (including the costs of defending any allegations), that may arise from or in relation to the provision of the Services, other than liabilities caused by BOW’s acts of fraud, wilful default or gross negligence. 16.3 The Client undertakes and represents that immediately after making any economic contribution to any Entity it will remain solvent with an unimpaired ability to pay its just debts and expenses as they arise 16.4 The Client warrants and undertakes to hold BOW harmless and to fully and effectively indemnify BOW against any depreciation to the price or value of any tradable asset (which expression shall mean and include any currency and any security tradable on a recognised market or exchange wherever situate) incurred between the time that instructions or communications are issued and the time they are implemented or in the event (for whatever reason) that best execution of any trade cannot be achieved. Unless otherwise agreed in writing BOW may place trades with any broker or dealer chosen at its absolute discretion and shall not be responsible for the price at which any trade is conducted. 16.5 This undertaking and indemnity shall be in addition to any legal rights that BOW may have. 16.6 This clause shall survive the termination of this agreement.

Undertaking and Indemnity. The Purchaser separately indemnifies the Vendors (each in its own right and as trustee for its Affiliates) without duplication against any claim, loss, liability, cost or expense which may be incurred or sustained by the Vendors or their Affiliates in connection with: (i) all or any part of any transaction between the Purchaser, Caymanco, Kinross, the Company, the Subsidiaries or RPM and the Vendors, RTEH or their Affiliates pursuant to this Agreement or the agreements referred to herein being set aside or declared void or voidable or a claim to that effect being upheld, conceded or compromised; (ii) the Vendors, RTEH or their Affiliates being required to return or repay any money or asset received by it under any such transaction or the equivalent in value of that money or asset.

Undertaking and Indemnity. We hereby undertake to reimburse you for, indemnify and hold you harmless against all amounts paid by you on our behalf and for our account and all obligations of whatever nature incurred by you for our account or on our behalf (whether such obligations be contingent or matured) pursuant to any Telephone/Fax and/or Telex instructions together with interest at your normal rates applicable from time to time, bank commission, charges, claims, losses, damages and expenses with respect in your acting in accordance with Fax/Telephone and/or Telex instructions, irrespective of whether