Costs; Indemnification Sample Clauses
The "Costs; Indemnification" clause establishes which party is responsible for covering expenses and provides protection against losses or liabilities arising from certain actions or claims. Typically, this clause requires one party to reimburse the other for legal fees, damages, or other costs incurred due to third-party claims related to the agreement. Its core function is to allocate financial risk and ensure that parties are not unfairly burdened by costs or liabilities resulting from the other party's conduct or breaches.
Costs; Indemnification. Passport will reimburse Customer for actual costs incurred by Customer in responding to, and mitigating damages caused by, any confirmed or suspected security incident involving the unauthorized disclosure or theft of PII or PCI-DSS Information, including all costs of notice or remediation, excluding any unauthorized disclosure or theft of PII or PCI-DSS caused by a Customer authorized agent, employee, caused by Customer or as a result of Customer’s negligence. Passport shall further defend, indemnify and hold harmless Customer and each of its officers, employees, and agents from and against all claims, suits, actions, proceedings, losses, damages, liability awards, costs, or expenses of any kind, including reasonable attorneys’ fees, arising out of or related to Passport’s failure to comply with its obligation under Section 24 of this Agreement. Such reimbursement or indemnity obligations are not subject to the limitation of liability set froth in Section 20 of this Agreement.
Costs; Indemnification. 4.1 Owner shall be solely responsible for any and all costs and expenses associated with Submetering of the Property.
4.2 To the fullest extent permitted by law, the Owner, on behalf of itself and its successors, assigns, heirs, grantees, representatives, contractors, permittees, and invitees hereby agree to release, indemnify, defend (with legal counsel acceptable to ▇▇▇▇) and hold harmless Toho, the Board, the Board members, and ▇▇▇▇’s officers,
Costs; Indemnification. (i) Acquiror shall bear all costs incurred in preparing and filling the Resale Registration Statement and any Acquiror Registration Statement including, without limitation, all applicable legal, accounting, printing, blue sky and SEC filing fees; provided, however, that Acquiror shall not be responsible for any underwriting commissions or discounts, brokerage fees or legal fees or disbursements incurred by any Person (other than Acquiror) that sells any shares of Acquiror Common Stock under the Resale Registration Statement or any Acquiror Registration Statement. Acquiror shall also bear all costs of keeping the Resale Registration Statement current during the applicable period described in Section 7.18(a).
(ii) Acquiror will indemnify and hold harmless each Selling Stockholder and each Requesting Stockholder against any losses, claims, damages or liabilities to which such Selling Stockholder or Requesting Stockholder may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (A) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in (1) in the case of the Selling Stockholders, the Resale Registration Statement, any final prospectus contained therein, or any amendment or supplement thereof, or (2) in the case of the Requesting Stockholders, any Acquiror Registration Statement, any final prospectus contained therein, or any amendment or supplement thereof, or (B) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that Acquiror will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any Selling Stockholder or any Requesting Stockholder in writing specifically for use in the Resale Registration Statement, any Acquiror Registration Statement or any related prospectus, as the case may be.
(iii) Each Selling Stockholder and each Requesting Stockholder shall furnish to Acquiror in writing such information with respect to such Selling Stockholder or Requesting Stockholder, as the case may be, as Acquiror may reasonably request or as may be required by Law for use in connection with the Resale R...
Costs; Indemnification. North Beach agrees to indemnify Grantors from and against liability incurred by Grantors as a result of North Beach’s negligence or willful misconduct, or the negligence or willful misconduct of North Beach’s agents, guests or invitees in the exercise of the rights herein granted to North Beach, but nothing herein shall require North Beach to indemnify Grantors for that portion of any such liability attributable to the negligence or willful misconduct of Grantors, their agents, guests or invitees or the negligence or willful misconduct of third parties. Grantors agree to indemnify North Beach from and against liability incurred by North Beach as a result of Grantor’s negligence or willful misconduct or the negligence or willful misconduct of Grantors’ agents, guests or invitees in the exercise of Grantors’ use of the Burdened Property, but nothing herein shall require Grantors to indemnify North Beach for that portion of any such liability attributable to the negligence or willful misconduct of North Beach, or their agents, guests or invitees or the negligence or willful misconduct of third parties.
Costs; Indemnification. (a) Pledgor agrees to pay or reimburse (i) all costs and reasonable attorney’s fees incurred by the Collateral Agent and the Secured Parties in connection with the enforcement, collection or protection of its rights in connection with this Agreement and the other Loan Documents to which Pledgor is party, including its rights under this Section and (ii) all reasonable costs and expenses incurred by the Collateral Agent in the administration of this Agreement and the other Loan Documents to which Pledgor is a party. As used in this paragraph, “attorneys’ fees” includes the allocated costs of in-house counsel. In addition, Pledgor agrees to, upon reasonable notice from the Collateral Agent, pay any and all stamp and other taxes or fees payable or determined to be payable in connection with the execution and delivery of this Agreement and the other documents to be delivered hereunder, and agrees to save the Collateral Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees.
(b) Pledgor agrees to indemnify and hold the Collateral Agent and the other Secured Parties and their parent entities, Subsidiaries and all of their directors, officers, employees, agents, successors, attorneys, and assigns (collectively, the “Indemnitees”), harmless from any loss, liability, damages, judgments, and costs of any kind relating to or arising directly or indirectly out of (i) this Agreement or any other Loan Document, the Security Interest or the Collateral and (ii) any litigation or proceeding related to or arising out of this Agreement, any such document, the Security Interest or the Collateral, in each case other than arising as a result of any such Indemnitee’s gross negligence or willful misconduct. This indemnity includes but is not limited to reasonable attorneys’ fees (including the allocated cost of in-house counsel). Under no circumstances shall any of the Indemnitees have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith.
(c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby. The provisions of this Section 14 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contempl...
Costs; Indemnification. 4.1 Owner shall be solely responsible for any and all costs and expenses associated with Submetering of the Property.
4.2 To the fullest extent permitted by law, the Owner, on behalf of itself and its successors, assigns, heirs, grantees, representatives, contractors, permittees, and invitees hereby agree to release, indemnify, defend (with legal counsel acceptable to Toho) and hold harmless Toho, the Board, the Board members, and ▇▇▇▇’s officers, employees, contractors, and agents from and against any and all claims, suits, judgments, demands, liabilities, damages, costs and expenses (including, but not limited to, attorneys’ fees, paralegals’ fees, consultants’ fees, and costs at all administrative, pretrial, trial, and appellate levels) of any kind or nature whatsoever, including, without limitation, bodily injury to persons (including death) or damage to the Property, Development, or associated assets, or damage or failure to Submeters or facilities, arising out of or related in any way