Basic Indemnity. (a) The Company shall indemnify the Indemnitee if the Indemnitee is or was a witness or a party to or is threatened to be made a party to or is otherwise involved in any Proceeding brought by any person or entity to the fullest extent permitted by law as soon as practicable, but in any event no later than ten (10) days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid or owing in settlement (including all interest assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) of such Proceeding.
Basic Indemnity. The Corporation hereby indemnifies Indemnitee, whether or not he is then an officer, to the fullest extent permitted by the provisions of Section 2-418 of the MGCL or any amendment thereof or by any other statute permitting such indemnification that is adopted after the date hereof.
Basic Indemnity. Each of AJI and Ask Jeeves, jointly and severally, shall indemnify and hold the KK harmless from and against any and all liabilities, claims, losses, costs and expenses, including without limitation reasonable attorneys' fees which the KK or its affiliates or licensees may incur as a result of any third party claims in any form arising from, relating to or in connection with any AJ Assets or from any breach by Ask Jeeves or AJI of Section 10 ("Warranties and Representations of AJ") including in the event of any instance or finding of infringement as recited in Section 10(e) above. For the avoidance of doubt, the foregoing indemnity shall apply if as a direct result of any such instance or finding of AJI or Ask Jeeves' infringement the KK is also held by a court of competent jurisdiction to have infringed upon any third party's Intellectual Property Rights (whether in an action brought by such third party or by a Corporate Customer of the KK).
Basic Indemnity. 1. To the fullest extent permitted by applicable law, Subrecipient agrees to indemnify, hold harmless and defend the County of Riverside, its Agencies, Districts, Departments and Special Districts, Board of Supervisors, elected and appointed officials, and each of their respective directors, members officers, employees, agents, volunteers and representatives ("Indemnitees") and each of them from any and all Losses that arise out of or relate to any act or omission constituting ordinary and not professional negligence (including, without limitation, negligent breach of contract), recklessness, or willful misconduct on the part of Subrecipient or its subconsultants or their respective employees, agents, representatives, or independent contractors.
Basic Indemnity. To the fullest extent permitted by Applicable Laws, Consultant agrees to defend, indemnify and hold harmless, District, its Trustees, and each of their respective members, officers, employees, agents and volunteers ("Indemnitee(s)"), and each of them, through legal counsel reasonably acceptable to District, from any and all losses (other than a loss of allocation of State Funds based on enrollment), liabilities, claims, actions, damages, expenses, fines, penalties, and costs (including, without limitation, attorney’s fees and court costs), (hereinafter “Loss” or “Losses”) arising out of, relating to or resulting from any act or omission on the part of Consultant or a Subconsultant, or their respective employees, agents, representatives or independent contractors, constituting negligence, willful misconduct, or breach of this Agreement.
Basic Indemnity. Subject to the exclusions in Section 6, Bancorp hereby agrees to hold harmless and indemnify Director and the estate or personal representative of Director to the full extent authorized or permitted by (i) the Act or any other applicable law or Bancorp's articles of incorporation or bylaws as in effect on the date hereof, or (ii) by any amendment thereof or other statutory provisions authorizing or permitting such indemnification adopted after the date hereof.
Basic Indemnity. The Trust hereby indemnifies Indemnitee, whether or not he is then an officer, to the fullest extent permitted by the provisions of Section 2-418 of the MGCL or any amendment thereof or by any other statute permitting such indemnification that is adopted after the date hereof.
Basic Indemnity. Subject to the exclusions in Section 6, the Company hereby agrees to hold harmless and indemnify Director and the estate or personal representative of Director from and against all Liability and Expenses actually and necessarily incurred by Director in any threatened, pending, or completed actions, suits, or proceedings, whether civil, criminal, administrative, or investigative, involving Director by reason of the fact that he or she is or was a director or agent of the Company and/or any of the Company's subsidiaries to the broadest and maximum extent permitted by Oregon law.
Basic Indemnity i. To the fullest extent permitted by applicable law, CONSULTANT agrees to defend (through legal counsel reasonably acceptable to DISTRICT), indemnify, and hold harmless the Riverside County Flood Control and Water Conservation District and the County of Riverside, its Agencies, Districts, Departments and Special Districts, Board of Supervisors, elected and appointed officials, and each of their respective directors, members officers, employees, agents, volunteers and representatives ("Indemnitees") and each of them from any and all Losses that arise out of or relate to any act or omission constituting ordinary and not professional negligence (including, without limitation, negligent breach of contract), recklessness, or willful misconduct on the part of CONSULTANT or its subconsultants or their respective employees, agents, representatives, or independent contractors.
Basic Indemnity. The KK shall indemnify and hold AJI and its licensors harmless from and against any and all liabilities, claims, losses, costs and expenses, including without limitation reasonable attorneys' fees which AJI, its affiliates or their licensors may incur as a result of any third party claims in any form arising from, relating to or in connection with (A) any KK Content, Consumer Services, or Corporate Services offered by the KK (including, without limitation, any acts or omissions relating to the KK's sales practices), or (B) from the KK's use of any AJ Mark or Logo other than in accordance with this Agreement, or (C) xxxm any breach by the KK of Section 5(i) ("Compliance with Laws"), Section 5(j) ("Content Standards") or Section 11 ("Warranties and Representations of the KK").
