and Indemnification Sample Clauses

and Indemnification. The Company shall indemnify, defend, and hold harmless the City from and against claims by third parties asserted against the City that the Company's use of the public streets or the presence or operation of the Company's equipment on or along said streets has caused damage to tangible property or bodily injury, if and to the extent such damage or injury is not caused by the City's negligence or misconduct.
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and Indemnification. Section 5.1
and Indemnification. (a) No Survival of Representations and Warranties; Non-Recourse. Each of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive until the Closing Date and shall thereupon expire.
and Indemnification. The Company acquiring this franchise, and its successors and assigns, shall indemnify the City of Radcliff, Kentucky for any and all damage that may legally arise from the presence or operation of its pipes, or appliances so constructed or maintained on or along said streets, and defend all actions which may be brought against the said City by reason of or arising out of the construction or operation of said gas lines.
and Indemnification. Consultant represents and warrants that (a) there are no restrictions, agreements or understandings whatsoever to which Consultant is a party or subject to which would prevent or make unlawful its execution of this Agreement or performance hereunder; (b) its execution of this Agreement and its performance hereunder shall not constitute a breach of any law, rule or regulation, or of any contract, agreement or understanding, oral or written, to which it is a party by which they are bound; (c) it is free and able to execute this Agreement and to provide consulting services to the Company as stated herein, (d) its is acquiring the Common Stock for investment purposes and not with a view toward redistribution, and (e) the Common Stock are “restricted securities” as that term is defined under federal securities laws and shall bear a customary restrictive legend.
and Indemnification. The Company shall indemnify, defTeAnRdI,FaFnBdRANCH hold harmless the City from and against claims by third parties asserted against theRCiEty tChatEtheIVED equipment on
and Indemnification. G.T. shall not be liable, and the Funds shall indemnify G.T. and its directors, officers, employees, and agents for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by the Funds or the Company in connection with the matters to which this Agreement relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of G.T. in the performance by G.T. of its duties or from reckless disregard by G.T. of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of G.T., who may be or become a Director, officer, employee or agent of the Company, shall be deemed, when rendering services to a Fund or the Company or acting with respect to any business of a Fund or the Company, to be rendering such service to or acting solely for the Fund or the Company and not as an officer, partner, employee, or agent or one under the control or direction of G.T., even though paid by it.
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and Indemnification. INVESCO (NY) shall not be liable, and the Fund shall indemnify INVESCO (NY) and its directors, officers and employees, for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by the Fund in connection with the matters to which this Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of INVESCO (NY) in the performance by INVESCO (NY) of its duties or from reckless disregard by INVESCO (NY) of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of INVESCO (NY), who may be or become a Director, officer, employee or agent of the Fund, shall be deemed, when rendering 2
and Indemnification 

Related to and Indemnification

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

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

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