Acknowledgement and Indemnification Sample Clauses

Acknowledgement and Indemnification. Employee acknowledges that s/he has not retired under the Illinois State Universities Retirement System. In the event the Illinois State Universities Retirement System assesses a penalty and/or a fine against The College and/or Employee due to the amount/structure of Employee’s compensation package, Employee shall indemnify and hold the College harmless for said event(s) and assume responsibility for the penalty and/or fine.
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Acknowledgement and Indemnification. The Contractor acknowledges and agrees that he is and shall be solely responsible for the payment of any and all applicable federal, state, local, and other taxes relating to any Consulting Fees or other amounts or rights granted to the Contractor under this Agreement. The Contractor further agrees to indemnify, defend, and hold harmless the Company and the other Indemnified Parties (as defined herein) for and against: (a) any and all federal, state, local, or other tax liability (including without limitation, liability for back withholding, penalties, and interest) incurred by any of the Indemnified Parties relating in any way to any Consulting Fee or other rights granted under this Agreement. The term “Indemnified Parties” as used in this Agreement means: (i) the Company and its present and future affiliates, partnerships and other related entities (whether or not wholly owned); (ii) each of their respective present and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, associates, agents, representatives, employees, and attorneys; and (iii) the successors and assigns of each of the foregoing.
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Acknowledgement and Indemnification. You acknowledge that under the AB&T Customer Agreement for Depository Accounts, you have certain time limits to review your Online Statement(s) and accompanying check images and to report any forgeries, alterations, or any other unauthorized withdrawals or transactions to AB&T. You agree that the time limit to report these matters to AB&T will commence on the day your Online Statement is made available for your review via AB&T Online Banking. You agree to indemnify, defend and hold harmless the Legal Entities from any third party claims, liability, damages and costs (including reasonable attorney's fees) arising from, related to, or in connection with your breach of these Terms of Use, any fraud committed by you, your violation of any law or rights of a third party, your use of the Service, or use of your account by any third party. AB&T reserves the right, at its own expense, to assume the exclusive defense of any matter subject to indemnification by you, and you agree to cooperate with AB&T in such defense. You agree that you will not settle any action or claims on AB&T's behalf without the prior written consent of AB&T.
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Acknowledgement and Indemnification. You acknowledge that there are inherent anticipated and unanticipated risks and dangers involved with the use of our Products, including ebikes and scooters, whether intended or as a result of misuse. You understand that such risks can result in injury, death, illness or disease, physical or mental damage to yourself, your property, other third parties and their property, or to the property of ELECRUISER. You agree to release, waive, defend, indemnify, and hold ELECRUISER and its directors, officers, employees, agents, members, partners, suppliers, and licensors harmless and will keep them indemnified from any claim or demand, including reasonable attorneys’ fees, relating to or arising from:
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Acknowledgement and Indemnification. (a) Contractor acknowledges and agrees that he is and shall be solely responsible for withholding or paying any and all applicable federal, state, local, and other taxes relating to the Consulting Fee or other amounts or rights granted to Contractor under this Agreement and he shall not be treated as an employee of Company for federal tax purposes or any other purpose.
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Acknowledgement and Indemnification. Consultant may, at Consultant’s own expense, employ individuals as Consultant deems necessary to perform the services required of Consultant by this Agreement. In the event that Consultant engages such individuals as employees or subcontractors (with the requisite advance, written consent as set forth in Section 2 (d) above) (“Personnel”), then Consultant must have Personnel agree in writing to be bound by substantially similar terms and conditions contained herein including but not limited to compliance with all applicable laws, anti-corruption statues (including but not limited to the Foreign Corrupt Practices Act (“FCPA”)) and Company policies. Consultant acknowledges and agrees that Consultant is and shall be solely responsible for the payment of any and all applicable federal, state, local and other taxes relating to any Consulting Fees or other amounts or rights granted to Consultant under this Agreement. Consultant also acknowledges and agrees that Consultant is and shall be solely responsible for the payment of any compensation, federal, state, local, and other taxes, xxxxxxx’x compensation, social security, disability, medical, savings, pension, fringe and other benefits, unemployment insurance, and other applicable withholdings in relation to its Personnel (all being the “Payments”). Consultant acknowledges and agrees that it is also legally responsible for any breaches of this Agreement, or other violations of law or liabilities, caused by it or its Personnel. Consultant further agrees to indemnify, defend and hold harmless the Company and the other Indemnified Parties (as defined below) for and against: (a) any and all claims, liabilities, demands, losses, damages, suits and judgments (including without limitation costs, expenses and attorneys’ fees) (collectively “Claims”) arising out of or relating to any breach by Consultant of any covenants, representations or warranties under this Agreement; (b) any and all Claims by any person, including but not limited to Consultant or Consultant’s Personnel, because of injury or death to person(s) or loss or destruction of property attributable in whole or in part to any acts or omissions in the performance of the Consulting Services by Consultant and/or Consultant’s Personnel; and (c) any and all Claims by any Personnel of Consultant arising out of or relating to the employment or other relationship of such Personnel by Consultant including, but not limited to, on account of an alleged joint employer r...
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Acknowledgement and Indemnification. The Subscriber understands, acknowledges and agrees that the representations, warranties and agreements of the Subscriber contained herein and in any other writing delivered in connection with the transactions contemplated hereby are made with the intent that they may be relied upon by the Corporation, and the Subscriber hereby agrees to indemnify and hold harmless the Corporation and any of its direct and indirect securityholders, directors, officers, employees, advisors, affiliates, agents and legal counsel against any loss, cost, expense, damage or any other liability any of them may suffer as a result of an inaccuracy in a representation or a misrepresentation by the Subscriber. No party shall be liable for indirect or consequential damages.
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Acknowledgement and Indemnification a. Contractor acknowledges and agrees that Contractor is and shall be solely responsible for the payment of any and all applicable federal, state, local and other taxes relating to any Consulting Fees or other amounts or rights granted to Contractor under this Agreement.
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Acknowledgement and Indemnification. Licensee acknowledges that use of the Licensed Name may be subject to the applicable laws in all jurisdictions in which the Licensed Name is used or accessible, including laws concerning trademarks and other types of intellectual property. This Agreement confers no trademark rights or other intellectual property rights in the Licensed Name. Licensee shall use the Licensed Name only in conformance with all such applicable laws and shall indemnify and defend Licensor from any and all claims, demands, losses, expenses or liabilities, including attorney's fees, which are incurred, directly or indirectly by Licensor and arise in any manner from or in connection with Licensee's use of the Licensed Name.
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Related to Acknowledgement and Indemnification

  • 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.

  • Breach of Agreement and Indemnification 7.1 If Party B conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or require Party B to indemnify all damages; this Section 7.1 shall not prejudice any other rights of Party A herein.

  • Release and Indemnification CLIENT hereby releases TAILGATE GUYS and agrees to indemnify and defend TAILGATE GUYS and save TAILGATE GUYS harmless from and against all suits, actions, damages, liability and expenses in connection with loss of life, body or personal injury or property damage (and each and all of them) arising from or out of any occurrence in and around the Site or any part thereof, or occasioned wholly or in part by any act or omission of CLIENT, its invitees, and guests.

  • Assumption and Indemnification The General Partner agrees, as of the date of Closing (and, upon the execution and delivery of the Assignments by the Partnership, the General Partner shall be deemed to have agreed), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in ARTICLE II(C), and (b) to indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties shall include all matters arising out of the condition of the Properties (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wells located on the Pxxxxxties, to restore the surface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws including conducting any remediation activities which may be required on, or otherwise in connection with activities on, the Properties), regardless of when the events occurred which give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by the General Partner shall expressly cover and include such matters so arising out of such condition.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

  • Survival and Indemnification 7.1 Survival of Representations, Warranties, Covenants and Agreements

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

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