Indemnification and Waiver definition

Indemnification and Waiver. The exhibitor assumes the entire responsibility and liability for losses, damages and claims arising out of injury or damage, including that by fire, and theft, to exhibitor’s displays, equipment and other property brought upon the premises of the Hotel and shall indemnify and hold harmless the Hotel, and BCxA and their agents, servants, employees, officers, directors, staff and members. Each participant by signing the application for participation expressly understands that they release BCxA from, and agrees to indemnify it against any and all claims for such loss, injury or damage. Exhibitors must adequately insure their materials, goods, wares and exhibits against loss or injury of any kind and must do so at their own expense.
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Indemnification and Waiver shall be replaced in its entirety with the following: “CalHFA MAC and CalHFA MAC Staff shall not be liable for any claims asserted against NAHAC arising out of in any way by: (i) CalHFA MAC’s and CalHFA MAC Staff’s performance of the Services in this Agreement; (ii) NAHAC’s implementation of its operations and programs; or (iii) claims made or resulting from any release of confidential information or data provided to NAHAC by CalHFA MAC. To the extent NAHAC has insurance coverage which covers such a claim, NAHAC shall indemnify, defend and hold harmless CalHFA MAC, its officers, and CalHFA MAC Staff from any and all claims and losses accruing or resulting to any person, firm, entity, corporation or imposed by court of law, or administrative action of any governmental authority arising out of in any way by: (i) CalHFA MAC’s and CalHFA MAC Staff’s performance of the Services in this Agreement; (ii) NAHAC’s implementation of its operations and programs; or (iii) claims made or resulting from any release of confidential information or data provided to NAHAC by CalHFA MAC. In addition, NAHAC hereby waives and forever relinquishes any and all claims, actions, suits, debts, bills, damages, liabilities and demands whatsoever to which it may become entitled subsequent to the execution of this Agreement against CalHFA MAC its officers, directors, CalHFA MAC Staff, agents, successors and assigns, by reason of any matter, cause or thing relating to or arising from the Services.” 5. Section 15. “Copyright and Ownership of Work”, subsection b., shall be replaced in its entirety with the following: b. License to the CMAC System. CalHFA MAC represents that the CMAC System is the property of CalHFA MAC, and that CalHFA MAC has the full and unencumbered right, power and authority to grant the license rights granted by CalHFA MAC to NAHAC hereunder. CalHFA MAC grants to NAHAC a perpetual, irrevocable, nontransferable, non-exclusive, royalty free license to make, have made, use, reproduce, modify, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, to the CMAC System solely for NAHAC Programs or public purposes. This license provided to NAHAC hereunder is on an “AS-IS” and “AS-AVAILABLE” basis without warranty of any kind, expressed or implied. At no time may NAHAC sell or offer to sell the CMAC System, modifications or derivative works thereto, to any other parties. CMAC System includes wit...
Sample 1

Examples of Indemnification and Waiver in a sentence

  • Each party’s rights and obligations under the Warranty, Counterfeit Electronic Parts, Conflict Minerals, Proprietary Information, Buyer’s Property, Intellectual Property, Access to Records, Set-Off, Governing Law, Disputes, Indemnification, and Waiver, Severability and Remedies provisions of this Order shall survive completion or any earlier termination of this Order.

  • The provisions of Section 4 (Ownership of Work Product), Section 8 (Indemnification and Waiver) and Section 11 (Miscellaneous Provisions) and all provisions of the Universal Contract Terms shall survive the expiration or termination of this Agreement for any reason.

  • On February 3, 2012, the Department consulted with CoCs through a survey on the proposed performance standards.

  • The Island School COVID-19 Release, Hold Harmless, Indemnification and Waiver.

  • Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction, Survival, Limitation of Liability, Indemnification, and Waiver.

  • Indemnification and Waiver: Exhibitor agrees to hold harmless and defend the National Association of Landscape Professionals and the Gaylord Palms, and its officers, directors, agents, volunteers and elected officials.

  • Tenant's use of the Storage Space shall be on all of the terms and conditions applicable to the Premises under the Lease, including without limitation Article 13 (Indemnification and Waiver of Claims) and Article 14 (Insurance) of the Original Lease.

  • INSURANCE AND INDEMNIFICATION 16.1 Property Insurance 20 16.2 Liability Insurance 21 16.3 Proof of Insurance 21 16.4 Indemnification and Waiver 21 17.

  • Informal groups, however, are free to use facilities without insurance coverage, contingent upon the execution of an Indemnification and Waiver, which is described in Section H.

  • Each party’s rights and obligations under the Warranty, Counterfeit Electronic Parts, Conflict Minerals, Proprietary Information, Buyer’s Property, Intellectual Property, Access to Records, Set - Off, Governing Law, Disputes, Indemnification, and Waiver, Severability and Remedies provisions of this Order shall survive completion or any earlier termination of this Order.

Related to Indemnification and Waiver

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Exculpation means the exculpation provision set forth in Article X.D hereof.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).

  • Existing Confidentiality Agreement has the meaning set forth in Section 4.01.