Additional Indemnities Sample Clauses
The "Additional Indemnities" clause serves to expand the scope of protection one party provides to another by requiring indemnification for specific risks or liabilities beyond those covered in standard indemnity provisions. This clause typically outlines particular situations, such as third-party claims, intellectual property infringement, or breaches of confidentiality, where the indemnifying party must compensate the other for losses, damages, or legal costs. Its core practical function is to allocate risk more comprehensively, ensuring that the indemnified party is protected against a broader range of potential issues that may arise during the course of the agreement.
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Additional Indemnities. Each Party shall indemnify, defend, and hold harmless the other Party and the other Party’s Affiliates, Service Partners, and customers, and their respective officers, directors, employees, agents, successors and assigns, from any and all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties), arising from or in connection with any of the following: (a) the death or bodily injury of any person caused by the tortious conduct of the indemnitor; or (b) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor.
Additional Indemnities. Each party (indemnitor) agrees to indemnify, defend and hold harmless the other, and its Affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the indemnitee), from any and all Losses and threatened Losses arising from, in connection with, or based on allegations whenever made of, any of the following:
(a) The death or bodily injury of any agent, employee (other than an employee of the indemnitor), customer, business invitee, or business visitor or other person caused by the tortious conduct of the indemnitor (except to the extent that the indemnitor is considered a “special employer” under applicable workers compensation laws);
(b) The damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor; and
(c) Any claim, demand, charge, action, cause of action, or other proceeding asserted against the indemnitee but resulting from an act or omission of the indemnitor in its capacity as an employer of a person.
Additional Indemnities. Section 5.01 SpecCo shall and shall cause the other members of the SpecCo Group to indemnify, defend and hold harmless AgCo (and any of its successors or permitted assigns) from and against any and all Indemnifiable Losses of the AgCo Indemnitees arising out of or resulting from the making of any claim, demand or offset, or commencement of any Action asserting any claim, demand or offset, including any claim for indemnification by any SpecCo Indemnitee against AgCo (or its applicable successor or permitted assigns) for any “Indemnifiable Losses” (as defined in the SDA prior to giving effect to this Agreement) that would not constitute “Indemnifiable Losses” under the SDA (and, in the case of Article III of this Agreement, the EMA) had the SDA (and, in the case of Article III of this Agreement, the EMA) been initially entered into as of the Effective Time in form and substance reflecting the terms of this Agreement (including, without limitation, any such claims premised on any argument that any SpecCo Indemnitee is not bound by this Agreement).
Section 5.02 AgCo shall and shall cause the other members of the AgCo Group to indemnify, defend and hold harmless SpecCo (and any of its successors or permitted assigns) from and against any and all Indemnifiable Losses of the SpecCo Indemnitees arising out of or resulting from the making of any claim, demand or offset, or commencement of any Action asserting any claim, demand or offset, including any claim for indemnification by any AgCo Indemnitee against SpecCo (or its applicable successor or permitted assigns) for any “Indemnifiable Losses” (as defined in the SDA prior to giving effect to this Agreement) that would not constitute “Indemnifiable Losses” under the SDA (and, in the case of Article III of this Agreement, the EMA) had the SDA (and, in the case of Article III of this Agreement, the EMA) been initially entered into as of the Effective Time in form and substance reflecting the terms of this Agreement (including, without limitation, any such claims premised on any argument that any AgCo Indemnitee is not bound by this Agreement).
Additional Indemnities. Each Party shall indemnify, defend and hold harmless the other Party, and the other Party’s Affiliates, officers, directors, employees, agents, successors, and assigns, from any and all Losses and threatened Losses arising from, in connection with, or based on allegations of, any of the following:
(a) the death or bodily injury of any agent, employee, customer, business invitee, or business visitor or other person caused by the tortious conduct of the indemnitor;
(b) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor;
(c) any claim, demand, charge, action, cause of action, or other proceeding asserted against the indemnitee but resulting from an act or omission of the indemnitor in its capacity as an employer of a person;
(d) any claim by any person arising out of his or her employment with the indemnitor, any application for such employment or the termination thereof; and
(e) any claim by any person alleging that such person is jointly employed by the indemnitee as a result of performing any services as an employee or independent contractor of the indemnitor.
Additional Indemnities. Except to the extent otherwise provided in this Agreement and except to the extent resulting from the negligence of Ridge or any Ridge Party, Correspondent shall indemnify, and hold harmless Ridge and any Ridge Party, from and against any allegations, claims, demands, proceedings, suits, and actions and any liabilities, expenses, attorney’s fees (including fees and costs incurred in enforcing Ridge’s right to indemnification), and costs in connection therewith arising directly or indirectly from or related to the Accounts, the Customers or any order or transaction contemplated by this Agreement, or as a result of any inquiry or investigation conducted in connection therewith or in the defense or settlement of any threatened or pending action or proceeding brought by any regulatory or self-regulatory organization, governmental agency or private person arising out of or in connection with the same including, among other things, any loss, liability, damage, claim, cost or expense (including, but not limited to, attorneys’ fees and expenses) arising from or relating to any of the following:
1. the failure of any Customer to make timely payment for securities purchased or timely and good delivery of securities sold, the existence of an unsecured debit balance or unsecured short position in an Account, the failure of any Customer timely to comply with initial margin or maintenance margin requirements, the failure of any Customer to pay interest in accordance with the applicable margin agreement(s), or the failure of any Customer otherwise to fulfill any of its obligations in connection with any Account;
2. the failure of Correspondent to perform any duty, obligation, or responsibility with respect to customer accounts as set forth in this Agreement, it being understood that Correspondent’s indemnification obligation under this Paragraph shall not be affected by the participation of Ridge or any Ridge Party in any transaction giving rise to such an obligation, unless such participation constitutes recklessness, fraud, or criminal conduct;
3. any defect in title to any securities purchased, sold, borrowed, delivered or transferred under this Agreement (including, without limitation, those that may have been forged, counterfeited, altered, lost or stolen), and any adverse claims with respect to any securities purchased, sold, borrowed, delivered or transferred under this Agreement, it being understood that Ridge will be deemed to be solely and exclusively an...
Additional Indemnities. 54 SECTION 10.03.
Additional Indemnities. Notwithstanding anything to the contrary in Sections 15.1 and 15.2, Vastera shall be exclusively responsible for, shall bear, and shall defend, indemnify, and relieve Ford and Ford Subsidiaries against and from liability for all Losses resulting from bodily injury, sickness, or disease, including death at any time resulting therefrom, sustained by any person or persons, or on account of damage to or destruction of property, including that of Ford and Ford Subsidiaries, arising out of, or in connection with the performance of work by Vastera's employees, agents, and subcontractors on Ford's premises except that Vastera shall not be responsible for or indemnify against, defend against, or relieve Ford from liability for claims arising from the willful misconduct or the sole negligence of Ford.
Additional Indemnities. The Parties shall indemnify, defend and hold harmless one another, and their Affiliates, officers, directors, employees, agents, successors, and assigns, in accordance with the procedures described in this Agreement, from any and all losses and threatened losses arising from or in connection with any of the following:
(a) the death or bodily injury of any agent, employee, customer, business invitee, or business visitor or other person to the extent that it is caused by the tortious conduct of the indemnifying Party;
(b) the damage, loss or destruction of any real or tangible personal property to the extent that it is caused by the tortious conduct of the indemnifying Party; and
(c) any claim, demand, charge, action, cause of action, or other proceeding asserted against the indemnitee but to the extent that it results from an act or omission of the indemnifying Party in its capacity as an employer of the person asserting the claim.
Additional Indemnities. Each party (indemnitor) agrees to indemnify, defend and hold harmless the other, and its Affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the indemnitee), from any and all Losses and threatened Losses arising from, in connection with, or based on allegations whenever made of, any of the following:
(a) the death or bodily injury of any agent, employee (other than an employee of the indemnitor), customer, business invitee, or business visitor or other person caused by the tortious conduct of the indemnitor (except to the extent that the indemnitor is considered a ‘special employer’ under applicable worker’s compensation laws and such laws offer liability limitation); and
(b) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor.
Additional Indemnities. Subcontractor and Amdocs each agree to indemnify, defend and hold harmless the other and their respective Affiliates, officers, directors, employees, agents, representatives, successors, and assigns, from any and all Losses and threatened Losses arising from or in connection with any of the following: (a) the death or bodily injury of any agent, employee, customer, business invitee, business visitor or other person caused by the negligence or other tortious conduct of the indemnitor or the failure of the indemnitor to comply with its obligations under this Agreement; and (b) the damage, loss or destruction of any real or tangible personal property caused by the negligence or other tortious conduct of the indemnitor or the failure of the indemnitor to comply with its obligations under this Agreement.