INDEMNIFICATION 6. Section 5.01
INDEMNIFICATION 6. 1 ASSIGNOR agrees to indemnify and hold ASSIGNEE harmless from and against any and all liability, damage, expense, claims, or judgments, including reasonable attorneys' fees, resulting from fiscal loss or damages resulting from Intellectual Property infringement issues wherein ASSIGNEE is named as a defendant from third party law suits arising out of the development, commercialization, use and exploitation of the HCPV Solar Generator technology. 6.2 The PARTIES shall mutually hold each harmless against any losses, claims, damages, fines, expenses or liabilities, joint or several, including amounts paid in settlement to which either PARTY may become subject, insofar as such losses, claims, damages, fines, expenses, or liabilities (or actions in respect thereof) arise out of, or are based upon any act or failure to act by either PARTY and, directly or indirectly, relate to the services of either PARTY or its director, officer, employee, agent or consultant or of any other corporation, partnership, joint venture, trust or other enterprise which, as the representative of either PARTY, served as such, serves or will serve at the request of either PARTY. 6.3 The indemnification provided by this ASSIGNMENT shall cover any indemnified party who is or was a party or is threatened to be made a party to any threatened, pending or contemplated action or investigation, including to the extent permitted by applicable law an action by or in the right of Indemnified Party, either PARTY or any of its subsidiaries, (the "Companies"), and shall apply to the extent permitted by applicable law despite any judgment, order, settlement, conviction or plea of nolo contendere or its equivalent and despite any adjudication of liability, negligence, misconduct or unlawful conduct, if the Indemnified Party acted in good faith with respect to the PARTIES and in a manner which the Indemnified Party reasonably believed to be in or not opposed to the best interest of the PARTIES. 6.4 Indemnification payments under this ASSIGNMENT shall be made by either PARTY promptly as any legal or other expenses are incurred by an Indemnified Party and, except to the extent required by applicable law, no further authorization or approval by the Board of Directors or shareholders of either PARTY or by any court shall be required for such payment. 6.5 Following receipt by any Indemnified Party of notice of the commencement of any legal action, the Indemnified Party will notify the other PARTY of the comm...
INDEMNIFICATION 6. 1 Indemnification by Seller 1. Subject to the terms and conditions of this Article VI, from and after the Closing, Seller 1 shall defend, indemnify and hold harmless Buyer, 41
INDEMNIFICATION 6. 01 The Bank shall not be responsible for, and the Fund shall on behalf of the applicable Portfolio indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) All actions of the Bank or its agent or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct. (b) The Fund's lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Fund hereunder.
INDEMNIFICATION 6. 2.1. Contractor/Vendor Indemnification (Not Public Agency) The parties to this contract agree that the State of Arizona, its departments, agencies, boards and commissions shall be indemnified and held harmless by the contractor for the vicarious liability of the State as a result of entering into this contract. However, the parties further agree that the State of Arizona, its departments, agencies, boards and commissions shall be responsible for its own negligence. Each party to this contract is responsible for its own negligence. 6.2.2. Public Agency Language Only Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively PART 2 of the Solicitation Documents: Version 9 (01-JUL-2013) SECTION 2-D: Uniform Terms and Conditions Page 47 of 51 Request for Proposal Solicitation No. BPM000228 Description: Medium and Heavy Duty Cabs, Chassis, and Buses Arizona Department of Administration State Procurement Xxxxxx 000 X 00xx Xxx., Xxxxx 000 Xxxxxxx, XX 00000 referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers."
INDEMNIFICATION 6. 3.1. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgement costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnification will survive the termination of the above listed contract with the Contractor. 6.3.2. This indemnity shall not apply if the Contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona. 6.4.
INDEMNIFICATION 6. 1 The Seller shall indemnify EN for and hold EN harmless against any and all liabilities, damages and expenses, of whichever nature, which arise for EN on account of the following matters: * the lack of a valid and effective Permit for the premises and operations at the Rontgenweg-site in Delft (environmental permit application is pending) in as far as EN is not obliged to pay these expenses under the Rontgenweg Tenancy and Services Agreement, and; * the soil and soil water contamination in as far as existing at the Completion Date at the Rontgenweg-site in Delft and the Brunssum Real Estate;
INDEMNIFICATION 6. 1 Each of the Sellers jointly and severally indemnify and hold the Purchaser harmless against, and shall reimburse the Purchaser for any loss or damage, including, without limitation, attorneys' fees reasonably incurred arising out of any misrepresentation, breach or nonfulfillment of any covenant or obligation of each of the Sellers under this Agreement, or any misrepresentation in, or omission from, any certificate or other instrument furnished or to be furnished to the Purchaser pursuant to this Agreement. 6.2 The Purchaser shall indemnify and hold each of the Sellers harmless against, and shall reimburse each of the Sellers for any loss or damage, including, without limitation, attorney's fees reasonably incurred arising out of any misrepresentation, breach or nonfulfillment of any obligation of the Purchaser under this Agreement.
INDEMNIFICATION 6. Section 5.01 General Indemnification. 6 Section 5.02 Procedures for Indemnification. 7 Section 5.03 Payment. 7 Section 5.04 Effect of Knowledge on Indemnification. 7
INDEMNIFICATION 6. 01 The Bank shall not be responsible for, and the Fund shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:
