Access and Indemnity Sample Clauses

Access and Indemnity. During the pendency of this Agreement, Buyer shall have reasonable access to the Property for the purpose of conducting, at Buyer’s sole expense, surveys, architectural, engineering, geotechnical, and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer, provided that Buyer shall not interfere with the construction of any Improvements in connection therewith. Buyer shall keep the Property free and clear of any liens incurred by or on behalf of Buyer or any other party in connection with any inspections conducted by or for Buyer and will indemnify, defend, and hold Seller harmless from all claims and liabilities asserted against Seller as a result of any such entry by Buyer, its agents, consultants, employees, or representatives unless arising from the wrongful misconduct or gross negligence of Seller, its agents, consultants, employees, or representatives. If any inspection or test disturbs the Property, Buyer will restore the Property to the same condition, or substantially similar, as existed prior to any such inspection or test, and Buyer’s obligation to perform such restoration of the Property shall survive the termination of this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, prior to Closing, Buyer shall not be responsible for any pre-existing conditions at the Property unless aggravated or exacerbated by the grossly negligent or willful misconduct of Buyer, its agents, consultants, employees, or representatives. Notwithstanding the expiration of the Initial Inspection Period, Buyer and its agents, employees, and representatives shall have a continuing right of reasonable access to the Property and Property Information during the pendency of this Agreement with the right to examine and make copies of all books and records and other materials relating to the Property in Seller’s or the Management Company’s (as defined in Section 2.3) possession or reasonable control, including without limitation the Leases, and the right to conduct “walk throughs” of the Property at times scheduled with Seller prior to the Closing.
Sample 1
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Access and Indemnity. Buyer and Buyer's agents shall have the right of -------------------- access to the Business, Assets and Real Estate during the Feasibility Period for the purpose of conducting such studies, investigations and inspections. Buyer shall repair any damage or injury to property resulting from Buyer's investigation and inspections. Buyer shall indemnify and hold harmless Seller on account of any claims, causes of action, damages, costs and expenses (including attorney's fees) arising out of or relating to the acts of Buyer, its agents and employees under the provisions of this Section. This indemnity shall survive the termination of this Contract.
Sample 1
Access and Indemnity. Buyer and Buyer's agents shall have the right ---------------------- of access to the Company's facilities during the Feasibility Period for the purpose of conducting such studies, investigations and inspections. Buyer shall repair any damage or injury to the Company's property resulting from Buyer's investigation and inspections. Buyer shall indemnify and hold harmless the Company and the Shareholders on account of any claims, causes of action, damages, costs and expenses (including attorney's fees) arising out of or relating to the acts of Buyer, its agents and employees under the provisions of this Article III. This indemnity shall survive the termination of this Agreement.
Sample 1
Access and Indemnity. After the Closing Date, Seller and its agents, -------------------- employees and contractors shall have a right of access onto the Real Property in order to perform the work contemplated under sections 6.1(d), 6.1(e) and 6.1(f) hereof (the "Access Right"). In addition, until the completion of the work contemplated by section 6.1(f), Seller and its agents, employees and contractors shall have a right of access to and from the Contractor Yard from and over Tucson Road through the gate at the intersection of Tucson Road and Little Road. Seller shall indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, that arise out of or result from the use or misuse of the Access Right by Seller or Seller's employees, agents, operators, licensees or contractors, except that Buyer shall not be indemnified for any such claim, demand, liability, loss, damage, cost or expense that arises out of or results from the negligent or willful act or omission of Buyer or Buyer's employees, agents, operators, licensees or contractors.
Sample 1
Access and Indemnity. Following Landlord’s delivery of the Purchase Offer Notice, subject to Tenant executing a commercially reasonable access agreement (the form of which shall be provided by Landlord concurrently with the delivery of the Purchase Offer Notice), Tenant and Tenant’s representatives and consultants shall have the right, upon not less than one (1) business day prior notice to Landlord, to perform inspections of the Building (“Property Inspections”). Such right will continue until the earliest of (i) Tenant rejecting the Purchase Offer Notice, or failing to timely deliver Tenant's Exercise Notice, (ii) the expiration of the Negotiation Period (as defined below), if prior to the expiration of the Negotiation Period, Tenant fails to deliver an executed Purchase Agreement (as defined below), and (iii) the parties entering into the Purchase Agreement. Tenant shall not perform any invasive testing at the Building, as applicable (e.g. soil borings and drilling) without first obtaining Landlord’s consent (not to be unreasonably withheld, conditioned or delayed) with respect to the manner in which such testing is performed, but Landlord agrees to permit such invasive testing if Tenant performs such testing in a commercially reasonable manner as reasonably approved by Landlord in a timely manner. For purposes of the clarification, Tenant shall have the right to perform a Phase 1 environmental assessment of the Building, as applicable, without obtaining Landlord’s prior consent.
Sample 1

Related to Access and Indemnity

  • Hold Harmless and Indemnity During the term of this Agreement and while Individual is acting on behalf of the Company as a Director, Company agrees to hold Individual harmless and to indemnify Individual and to provide legal defense for Individual as to any lawsuit or other action brought against Individual while acting on behalf of Company as a Director.

  • 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.

  • Warranty and Indemnity 9.1. The Contractor warrants to the Department that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department will be relying upon the Contractor's skill, expertise and experience in the performance of the Project and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Project and the accuracy of any documents conceived, originated, made or developed by the Contractor as part of this Contract. The Contractor warrants that any goods supplied by the Contractor forming part of the Services will be of satisfactory quality and fit for their purpose and will be free from defects in design, material and workmanship.

  • Defense and Indemnity The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits. After a final judgment or settlement, the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party in connection with the performance of this Agreement. The Party shall indemnify the State and its officers and employees if the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party or an agent of the Party in connection with the performance of this Agreement. Notwithstanding any contrary language anywhere, in no event shall the terms of this Agreement or any document furnished by the Party in connection with its performance under this Agreement obligate the State to (1) defend or indemnify the Party or any third party, or (2) otherwise be liable for the expenses or reimbursement, including attorneys’ fees, collection costs or other costs of the Party or any third party.

  • Hold Harmless and Indemnification A. The Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City.

  • Insurance and Indemnity (a) The Hirer shall be liable for:

  • HOLD HARMLESS AND INDEMNIFICATION AGREEMENT The CONTRACTOR hereby agrees to protect, defend, indemnify, and hold PLACER COUNTY free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by PLACER COUNTY arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of the COUNTY) and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the contract or agreement. CONTRACTOR agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONTRACTOR. CONTRACTOR also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against CONTRACTOR or the COUNTY or to enlarge in any way the CONTRACTOR'S liability but is intended solely to provide for indemnification of PLACER COUNTY from liability for damages or injuries to third persons or property arising from CONTRACTOR'S performance pursuant to this contract or agreement. As used above, the term PLACER COUNTY means Placer County or its officers, agents, employees, and volunteers.

  • Survival of Representations and Indemnity The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

  • Release and Indemnity Please read carefully. This Release and Indemnity section contains a surrender of certain legal rights. I hereby acknowledge and assume all of the risks of participating in the Event and agree as follows: • To the extent permitted by law, to release and not to xxx Operator, WTC, Triathlon Australia, any applicable federation, Event sponsors, Event organizers, Event promoters, Event producers, race directors, Event officials, Event staff, advertisers, administrators, contractors, vendors, volunteers, and all property owners and state, city, town, county, and other governmental bodies, and/or municipal agencies whose property and/or personnel are used and/or in any way assist in locations where the activities take place, and each of their respective parent, subsidiary and affiliated companies, assignees, licensees, owners, officers, directors, partners, board members, shareholders, members, supervisors, insurers, agents, employees, volunteers, contractors and representatives and all other persons or entities associated or involved with the activities (individually and collectively referred to in this Form as the “Released Parties”), with respect to any and all claims, liabilities, suits or expenses (including attorneys’ fees and costs) (collectively referred to in this Form as “claim” or “claim/s”) for any injury, damage, death, lost property, stolen property, disposed property, or other loss in any way connected with my enrollment or participation in the activities, including use of any equipment, facilities or premises, howsoever caused; negligence, whether passive or active, of the Released Parties; and/or any breach by the Released Parties of statutory duty. I understand I agree here to waive all claim/s I may have against the Released Parties and agree that neither I, nor my estate, heirs, assigns or beneficiaries nor anyone else acting on my behalf, will make a claim against the Released Parties for any injury, damage, death or other loss I may suffer. The aforementioned exclusion of liability shall not apply to damages caused by willful misconduct and gross negligence by Operator and to injuries to life, body or health due to intentional or gross negligent breach of duty by Operator or a person used to perform an obligation of Operator; and • To defend and indemnify (“indemnify” meaning protect by reimbursement or payment) the Released Parties with respect to any and all claim/s brought by or on behalf of me, my spouse, a family member, a co-participant or any other person, for any injury, damage, death, lost property, stolen property, disposed property, or other loss in any way connected with my enrollment or participation in the activities, including without limitation use of any equipment, facilities, or premises, howsoever caused; negligence, whether passive or active, of the Released Parties; and/or any breach by the Released Parties of statutory duty. This Release and Indemnity section includes but is not limited to claim/s for personal injury or wrongful death (including claim/s related to emergency, medical, drug and/or health issues, response, assessment or treatment), property damage, loss of consortium, breach of contract or any other claim, including claim/s resulting from the negligence of Released Parties, whether passive or active.

  • 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 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 an Act of Tenant.

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