Waivers and Indemnities Sample Clauses

Waivers and Indemnities. 7 12. CONDEMNATION......................................................... 8 13.
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Waivers and Indemnities. As used in this Section 13, a party’s “
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Waivers and Indemnities. 14.9.1 The Buyer hereby irrevocably waives - and agrees to procure that each Group Company waives - any claim against any Person having served as member of the executive management or the board of directors of a Group Company at any time prior to Closing based on such Persons’ acts or omissions as board members and members of other relevant corporate bodies of a Group Company. Exempted from this discharge shall be any liability relating to any such Person’s, wilful misconduct or fraud and the Buyer shall not be obligated to procure that each Group Company grants discharge if such, wilful misconduct or fraud has been discovered prior to the date of the first annual shareholders’ meeting following Closing.
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Waivers and Indemnities. You release us, Toronto Market Co. Inc., and each of the servants, employees, agents, successors, assigns and personal representatives (as applicable) of the foregoing parties (collectively, the “Indemnified Persons”) from any injury or damage incurred by you or your agents, contractors, servants, personnel, employees and any other parties or anyone else invited or contracted by you (collectively, “your Contractors”) and any of your guests or customers (collectively, “your Guests”). You also release and hold the Indemnified Persons harmless from any and all liability and responsibility for theft or damage to goods or property or otherwise, before, during and after the Event; including damage to the Facility. You shall be responsible for all loss or damage done to the Premises or the Facility due to negligence, theft, or abuse on the part of your Contractors or your Guests. You acknowledge that neither we nor the Indemnified Persons assume responsibility for any of your equipment and property on the Premises from occurrences including, without limitation, fire, theft, and vandalism and that protection as such is the responsibility of you. You shall also ensure that all of your Contractors are aware of this Agreement and the operating rules and regulations of the Facility. We assume no liability unless caused by our willful misconduct or gross negligence. You acknowledge and agree that you bear full and complete responsibility for any and all damages, losses and injuries suffered by you, your Contractors or your Guests at the Premises and further agrees to fully indemnify the Indemnified Persons for any claims made by any of your Contractors or your Guests against us or the Indemnified Persons in respect of such damages, losses and injuries, unless caused by our or other such party’s willful misconduct or gross negligence. You shall at all times save, defend, keep harmless and fully indemnify the Indemnified Persons from and against all actions, suits, claims, demands, losses, costs, charges, damages and expenses of every nature and kind whatsoever, which the Indemnified Persons can, shall or may bear, sustain, suffer or be charged with, for arising out of or by reasons of, or in any way related to or connected with the exercise of the permissions herein described or the use of the Premises or any part or parts of The Facility by you, your Guests or your Contractors. You shall fully indemnify and hold harmless the Indemnified Parties in respect of any and al...
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Waivers and Indemnities. All amounts which Tenant pays or is required to pay and all claims resulting from risks for which tenant has elected to Self-insure will be subject to the Waiver of subrogation provisions set forth herein and will not limit Tenant’s Waivers and Indemnities set forth herein.
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Waivers and Indemnities. 20 13.1 Landlord's Waivers................................................20 13.2 Tenant's Waivers..................................................21 13.3 Landlord's Indemnity..............................................21 13.4 Tenant's Indemnity................................................21 14. CONDEMNATION........................................................21 14.1 Full Taking.......................................................21 14.2 Partial Taking....................................................21 14.3 Awards............................................................22
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Waivers and Indemnities. 13.10.1 The Buyer hereby irrevocably waives - and agrees to procure that each Group Company waives - any claim against any person having served as member of the executive management or the board of directors (or similar position in a non-Danish Group Company) of a Group Company at any time prior to Closing based on such persons’ acts or omissions as board members and members of other relevant corporate bodies of a Group Company. Exempted from this discharge shall be any liability relating to any such person’s wilful misconduct or fraud and the Buyer shall not be obligated to procure that each Group Company grants discharge if any wilful misconduct or fraud has been discovered prior to the date of the first annual shareholders’ meeting following Closing.
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Waivers and Indemnities 
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Related to Waivers and Indemnities

  • WARRANTIES AND INDEMNITIES It is agreed that:

  • Tax Gross Up and Indemnities 12.1 Tax definitions

  • Expenses and Indemnities 27 8.1 Expenses .................................................... 27 8.2

  • Payment of Fees and Indemnities The Asset Representations Reviewer shall submit reasonably detailed invoices to the Sponsor for any amounts owed to it under this Agreement. To the extent not paid by the Sponsor and outstanding for at least 60 days, the fees and indemnities provided for in this Section 4.3 shall be paid by the Issuer pursuant to Section 5.06 of the Sale and Servicing Agreement; provided, that prior to such payment pursuant to the Sale and Servicing Agreement, the Asset Representations Reviewer shall notify the Sponsor in writing that such fees and indemnities have been outstanding for at least 60 days. If such fees and indemnities are paid pursuant to Section 5.06 of the Sale and Servicing Agreement, the Sponsor shall reimburse the Issuer in full for such payments.

  • Indemnifications (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

  • 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.

  • GUARANTEES AND INDEMNITIES (a) The Company is not a party to and is not liable (including contingently) under a guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person's obligation.

  • Indemnities 16.1 The Grantee indemnifies the Commonwealth, its officers, employees and contractors against any claim, loss or damage arising in connection with the Activity.

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