Indemnification 5 Sample Clauses

The Indemnification 5 clause establishes one party's obligation to compensate the other for certain losses, damages, or liabilities arising from specified actions or omissions. Typically, this clause requires the indemnifying party to cover costs such as legal fees, settlements, or judgments if the indemnified party is sued due to the indemnifying party's conduct. Its core function is to allocate risk between the parties, ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from unexpected liabilities.
Indemnification 5. 5 S) 11 COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its elected officials, officers, agents, and employees, from and against any and all claims, loss, demands, damages, cost, expenses or liability arising 13 in connection with the occupancy and use of the Premises by COUNTY, except for liability arising out of the sole negligence or willful misconduct of CITY, its officers, agents, or employees, including the cost of defense 15 of any lawsuit arising therefrom.
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Indemnification 5. 1 Seller and the Company's Indemnity Obligations. --------------------------------------------------- (a) Upon receipt of notice thereof, Seller and the Company shall, jointly and severally, indemnify, defend, and hold harmless Buyer from any and all claims, demands, liabilities, damages, deficiencies, losses, obligations, costs and expenses, including attorney fees and any costs of investigation that Buyer shall incur or suffer, that arise, result from or relate to: (i) any breach of, or failure by Seller or the Company to perform, any of their representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Seller and/or the Company under this Agreement; and (ii) the employment of any of the Company's employees which is in violation of any law, regulation, or ordinance of any Governmental Entity. (b) Buyer shall notify promptly Seller and the Company of the existence of any claim, demand, or other matter to which Seller and the Company's indemnification obligations would apply, and shall give them a reasonable opportunity to defend the same at their own expense and with counsel of their own selection, provided that Seller shall at all times also have the right to fully participate in the defense. If Seller and the Company, within a reasonable time after this notice, fails to defend, Buyer shall have the right, but not the obligation, to undertake the defense of, and, with the written consent of Seller and the Company, to compromise or settle the claim or other matter on behalf, for the account, and at the risk, of Seller and the Company.
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Indemnification 5. Section 5.1 Power to Indemnify in Actions, Suits or Proceedings 5
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Indemnification 5. 5 S) 15 16 COUNTY shall defend, indemnify and save harmless LESSOR, its officers, agents, and employees, 17 from and against any and all claims, demands, losses, or liabilities of any kind or nature which LESSOR, 18 its officers, agents, and employees may sustain or incur or which may be imposed upon them for injury 19 to or death of persons, or damage to property as a result of, or arising out of, the sole negligence of 20 COUNTY, its officers, agents, employees, subtenants, invitees, or licensees, in connection with the 21 occupancy and use of the Premises by COUNTY. 22 23 Likewise LESSOR shall defend, indemnify and save harmless COUNTY, its officers, agents, and 24 employees from and against any and all claims, demands, losses, or liabilities of any kind or nature 25 which COUNTY, its officers, agents, and employees may sustain or incur or which may be imposed 26 upon them for injury to or death of persons, or damage to property as a result of, or arising out of, the 27 sole negligence of LESSOR, its officers, agents, employees, invitees, or licensees, in connection with the 28 ownership, maintenance, or use of the Premises. 29
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Indemnification 5. 賠 償 (a) 誤用或未經授權使用產品，或在說明文件指定之使用範圍外使用產品，導致產生未發生上述使用， (b) 未經我們書面授權，而針對產品進行任何修改，導致產生未進行此類修改，即不會產生的索賠， 或(c)將產品與非我們以產品之一部分提供的任何第三方產品、服務，或業務流程結合，導致產生未進行此類結合，即不會產生的索賠，或(d)以非法或未經授權之方式使用產品，或(e)使用較早版本的產品，導致產生使用我們通常提供給客戶之較新版的本產品，即可避免的索賠，或(f)使用客戶內容或第三方解決方案，或(g)違反本一般條款的「特定義務和限制」或「資料保護」等節，或（若適用）違反MicroStrategy雲端環境服務條款的「MCE 服務義務及限制」一節。 若賠償方因下列條件而產生義務時，受償方：(1)得立即遞送書面索賠通知給賠償方，以及(2)賦予賠償方針對索賠進行辯護及和解的唯一控制權（未經受償方同意，賠償方不得針對任何會使受償方承擔責任或承認過失的索賠進行和解），以及(3)為賠償方提供辯護或和解該項索賠，需要之所有可得的資 訊與合理的協助，(4)未經賠償方書面核准，不得妥協或和解 The indemnifying party’s obligations under this section only arise if the indemnified party (1) promptly gives the indemnifying party written notice of the Claim; and (2) gives the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim that imposes liability on, or contains any admission of fault by, the indemnified party, without its consent); and (3) provides to the indemnifying party all available information and reasonable assistance necessary to defend or settle the claim; and (4) has not compromised or settled the claim without the indemnifying party’s written approval. 該項索賠。 本節所述為我們在侵犯第三方智慧財產權方面，應對您負擔的全部責任，且為您可取得之唯一補償。 The provisions of this section state the sole, exclusive and entire liability of us to you, and are your sole remedy, with respect to the infringement of third-party intellectual property rights.
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Indemnification 5. 5 S) COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its elected officials, officers, agents, and employees, from and against any and all claims, loss, demands, damages, cost, expenses or liability arising in connection with the occupancy and use of the Premises by COUNTY,out of the ownership, maintenance, or use of the Premises, except for liability arising out of the concurrent active or sole active negligence or willful misconduct of CITY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event judgment is entered against COUNTY and CITY because of the concurrent active negligence of COUNTY and CITY, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. CITY hereby agrees to indemnify, hold harmless, and defend COUNTY, its elected and appointed officials, officers, agents, and employees, with counsel approved by COUNTY, against any and all claims, loss, demands, damages, cost, expenses or liability arising out of the ownership or , maintenance , or use of the Premises, except for liability arising out of the concurrent active or sole negligence of COUNTY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event COUNTY is named as co-defendant, CITY shall notify COUNTY of such fact and shall represent COUNTY, with counsel approved by COUNTY, in such legal action unless COUNTY undertakes to represent itself as co-defendant in such legal action, in which event CITY shall pay to COUNTY its litigation costs, expenses and attorney’s fees. In the event judgment is entered against COUNTY and CITY because of the concurrent active negligence of COUNTY and CITY, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its officers, agents, and employees, against any and all claims, loss, demands, damages, cost, expenses or liability arising out of the ownership, maintenance, or use of the Premises, except for liability arising out of the concurrent active or sole negligence of CITY, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event judgment ...
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Indemnification 5. Each Licensee unconditionally, absolutely and irrevocably agrees to and shall defend, indemnify and hold harmless Licensor and each of Licensor's officers, directors, employees, successors or assigns (Licensor and such persons are collectively referred to as the “Licensor's Indemnified Persons”) from and against, and shall reimburse Licensor's Indemnified Persons for, each and every Loss (as defined below) threatened against, paid or incurred by, or imposed on, any Licensor's Indemnified Person, directly or indirectly, relating to, resulting from or arising out of: (a) any inaccuracy in any representation or warranty given by such Licensee, any breach or nonfulfillment of any covenant, agreement or other obligation of such Licensee under this Agreement, the schedules to the Agreement, or any agreement, schedule, certificate or other document delivered or to be delivered by Licensees pursuant hereto in any respect; and (b)any claim made based on facts alleged which, if true, would have constituted any such inaccuracy, breach or nonfulfillment. “Loss” means any loss, damage, injury, harm, detriment, decline in value, lost opportunity, liability, exposure, claim, demand, proceeding, settlement, judgment, award, punitive damage award, fine, penalty, tax, fee, charge, cost or expense (including costs of attempting to avoid or in opposing the imposition thereof, interest, penalties, costs of preparation and investigation, and the fees, disbursements and expenses of attorneys, accountants and other professional advisors). If any proceeding shall be brought or asserted under this Section 5 against a Licensor’s Indemnified Person by a third party in respect of which indemnity may be sought under this Section 5, from an indemnifying person or any successor thereto (the “Indemnifying Person”), the Licensor’s Indemnified Person shall undertake the defence, compromise or settlement of such proceeding , and the Indemnifying Person shall assume and pay all fees, costs and expenses relating to or associated with the Licensor’s Indemnified Person defence thereof, including all fees and costs of counsel and the payment of all costs and expenses in connection therewith. 5.2All other legal rights or remedies of Licensor are not affected by this Section 5. 5.3All representations and warranties shall survive until the expiration of the applicable statute of limitations.
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Indemnification 5 
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Related to Indemnification 5

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

  • Indemnification - General The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the date hereof and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the date hereof. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law ("MGCL").

  • Indemnification; Exoneration (a) In addition to amounts payable as elsewhere provided in this Article 3, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, each Issuing Bank and each Revolving Lender from and against any and all liabilities and costs which the Administrative Agent, such Issuing Bank or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of such Issuing Bank, as a result of its gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of such Issuing Bank to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental Acts”). (b) As among the Borrower, the Revolving Lenders, the Administrative Agent and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of such Letter of Credit by, the beneficiary of any Letters of Credit. In furtherance and not in limitation of the foregoing, subject to the provisions of the Letter of Credit applications and Letter of Credit reimbursement agreements executed by the Borrower at the time of request for any Letter of Credit, neither the Administrative Agent, any Issuing Bank nor any Revolving Lender shall be responsible (in the absence of gross negligence or willful misconduct in connection therewith, as determined by the final judgment of a court of competent jurisdiction): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of the Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply duly with conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, or other similar form of teletransmission or otherwise; (v) for errors in interpretation of technical trade terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of a Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Administrative Agent, the Issuing Banks and the Revolving Lenders, including, without limitation, any Governmental Acts. None of the above shall affect, impair, or prevent the vesting of any Issuing Bank’s rights or powers under this Section 3.10. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Bank under or in connection with the Letters of Credit or any related certificates shall not, in the absence of gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, put such Issuing Bank, the Administrative Agent or any Revolving Lender under any resulting liability to the Borrower or relieve the Borrower of any of its obligations hereunder to any such Person. (d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 3.10 shall survive the payment in full of principal and interest hereunder, the termination of the Letters of Credit and the termination of this Agreement.

  • Indemnification of NCPS From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.