INDEMNIFICATION CLAUSE definition

INDEMNIFICATION CLAUSE. The high school shall defend and indemnify MCC against any and all claims, costs, damages, fees, or injuries to persons or property of whatsoever kind or nature arising from acts of the high school, its employees or agents, in the course of their activities under this agreement. Notwithstanding the foregoing, MCC shall remain liable for direct damages resulting from its own direct negligence. CONTACT PERSON: Xxxxxxxx Xxxxx Pre-Collegiate Partnerships Director, will serve as the responsible administrator of this agreement for MCC. FIRST LAST NAME will serve as the representative for ABC Central School District. TERMINATION: Either party may cancel this agreement by giving 30 days’ written notice. MCC may terminate this agreement in whole or in part if the high school defaults in performance of the services required hereunder. Upon termination, MCC may take over the services to be performed and complete them in the manner MCC deems best, at the discretion of MCC. The high school shall be liable to MCC for any excess cost occasioned thereby and any other outstanding costs.
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Examples of INDEMNIFICATION CLAUSE in a sentence

  • INDEMNIFICATION CLAUSE The Supplier shall indemnify and hold harmless the Purchaser from and against all claims, liability, loss damage or expense, including counsel fees arising from or by reason of any actual or claimed trade mark, patent or copy right infringement or any litigation based thereon with respect to any part of the items covered by the Contract, and such obligations shall survive acceptance of payment for the items.

  • SUBJECT TO THE INDEMNIFICATION CLAUSE (Section 16) HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF IT HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

  • THIS INDEMNIFICATION CLAUSE SHALL SURVIVE THIS AGREEMENT AND BE ENFORCEABLE AS A SEPARATE AGREEMENT IN THE EVENT ITS SURVIVAL AND ENFORCEMENT BECOME NECESSARY.

  • THE PARTIES AGREE AND ACKNOWLEDGE THAT THIS INDEMNIFICATION CLAUSE COMPLIES WITH THE EXPRESS NEGLIGENCE RULE, IF APPLICABLE, AND IS CONSPICUOUS.

  • IF FOR ANY REASON YOU CANNOT ALLOW ANOTHER PARTY TO DEFEND IT (SUCH AS UNDER 28 USC 516), ATLASSIAN WILL HAVE NO OBLIGATION UNDER THIS INDEMNIFICATION CLAUSE TO YOU.

  • THIS INDEMNIFICATION CLAUSE IS VALID ONLY TO THE EXTENT PERMITTED BY THE LAWS AND CONSTITUTION OF THE STATE OF TEXAS, PARTICULARLY SECTION 7 OF ARTICLE XI OF THE TEXAS CONSTITUTION, AND WITH THE MUTUAL UNDERSTANDING THAT THE PARTIES ARE POLITICAL SUBDIVISIONS OF THE STATE OF TEXAS AND THAT THIS EXECUTORY INDEMNITY OBLIGATION CANNOT BE PAID FROM CURRENT REVENUES AND THAT NO TAX NOR INTEREST AND SINKING FUND HAS BEEN SET, ADOPTED OR ESTABLISHED FOR THE PAYMENT OF THIS EXECUTORY INDEMNITY OBLIGATION.

  • YOU HAVE THE RIGHT TO HAVE AN ATTORNEY REVIEW THIS INDEMNIFICATION CLAUSE.

  • IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES EACH PARTY'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY TO CARRY OUT THE PURPOSES OF THIS INDEMNIFICATION CLAUSE.

  • IT IS EXPRESSLY AGREED THAT THIS INDEMNIFICATION CLAUSE APPLIES TO BOTH THIRD-PARTY CLAIMS AND CLAIMS BETWEEN AN INDEMNITEE AND LESSEE.

  • IT IS EXPRESSLY AGREED THAT THIS INDEMNIFICATION CLAUSE APPLIES TO BOTH THIRD-PARTY CLAIMS AND ALL CLAIMS BETWEEN LESSOR AND LESSEE.

Related to INDEMNIFICATION CLAUSE

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

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

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

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

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • 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.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • 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.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • 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).

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

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

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

  • Limit of Liability means, with respect to any Insuring Agreement, the limit of liability of the Underwriter for any Single Loss covered by such Insuring Agreement as set forth under the heading “Limit of Liability” in Item 3 of the Declarations or in any Rider for such Insuring Agreement.

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

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

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

  • Environmental Indemnity Agreement means the environmental indemnity agreement dated as of the date of this Agreement executed by Borrower for the benefit of the Indemnified Parties and such other parties as are identified in such agreement with respect to the Premises, as the same may be amended from time to time.

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