Indemnification and Damages. 16.1 Seller shall indemnify, defend and hold Buyer and its Affiliates and their respective officers, directors, employees and agents (each a "Buyer Indemnified Party") harmless from and against any and all claims, liabilities, lawsuits, threats of lawsuits or any governmental action, and losses and damage suffered, incurred or sustained (collectively “Losses”) by any Buyer Indemnified Party to the extent arising out of or resulting from: (i) Seller's or any Seller's Affiliate's breach of this Agreement for Equipment or any Ancillary Agreement (ii) any actual or alleged injury to or death of any person occurring on the premises of Seller or any Seller Affiliate (iii) Seller's or any of Seller's Affiliate's sale and supply of any defective or non-conforming Equipment; (iv) any negligent or reckless act or omission or misconduct on the part of Seller or any Seller's Affiliate or any of their sub-contractors or agents or its or their respective employees or agents; (v) any claims made by employees or representatives of Seller or of any Seller's Affiliate or their respective subcontractors or agents and (vi) any claims that any Intellectual Property used by Seller or any Affiliate of Seller in the performance of this Agreement for Equipment or any Ancillary Agreement (except any Intellectual Property provided to Seller by Buyer) infringes any Intellectual Property right of any third party; (vii) responsible to compensate the Buyer for any damages paid to a third party by the Buyer as a result of Seller’s delay in shipment or delivery; and (viii) any and all performance of this Agreement for Equipment and any Ancillary Agreement by the Seller and/or its personnel by redressing such Losses.
Indemnification and Damages. 9.1. In consideration of the purchase of the Sale Shares by the Purchaser from the Seller hereunder, each Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other Party, its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case may be from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of:
Indemnification and Damages. 19.1 Seller shall indemnify, save harmless, and defend Buyer(s), Buyer's Agent, and their respective employees, agents and representatives (collectively "Buyer Indemnified Parties") from and against all claims, losses, liabilities, costs, settlements, awards, and expenses (including attorneys' fees and expenses) growing out of personal injury, death, or damage to property (including property of any Buyer Indemnified Party) arising out of or in any way connected with Seller's, its or their respective subcontractors' and/or carriers' performance or non-performance hereunder (negligent or otherwise), suffered or claimed to have been suffered by any person, corporation or entity (including any Buyer Indemnified Party) except to the extent due to the negligence or willful misconduct of any Buyer Indemnified Party.
Indemnification and Damages. In consideration of the purchase of the Sale Shares by the Acquirer from the Sellers hereunder, each defaulting Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other non-defaulting Party , its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case maybe (each, an “Indemnified Party” and collectively the “Indemnified Parties”) from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of: any misrepresentation or inaccuracy in any Warranty made by such defaulting Party, or any failure by such Sellers to perform or comply with any agreement, obligation, liability, representation, warranty, term, covenant or undertaking contained in this Agreement; any Loss incurred by the Indemnified; any fraud committed by the defaulting Party, at any time; Taxes, costs, and expenses (including reasonable fees and disbursements) arising in respect thereof, arising out of or in connection with any demand by a Governmental Authority against the Indemnified Party in connection with performance of any obligation under this Agreement. In the event the Company or the Sellers make any payment pursuant to this Section 7 (Indemnification), the same shall be grossed up to take into account any Taxes, payable by the Indemnified Parties, or deductible by the Company or the Promoters, on such payment. The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as Indemnified Parties may have at Law or in equity or otherwise, including the right to seek specific performance or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby. The Indemnifying Parties acknowledge and agree that any payments to be made pursuant to this Section 7 are not in the nature of a penalty but merely reasonable compensation for the loss that would be suffered, and therefore, each Indemnifying Party waives all rights to raise any claim or defense that such...
Indemnification and Damages. Palm shall indemnify and hold PalmSource harmless for and pay any and all liabilities, damages and all other monetary relief awarded to Xerox, however characterized, whether actual or enhanced, and any awards of costs, expenses and attorneys’ fees, in the Xerox Litigation. For the purposes of clarification, and notwithstanding the foregoing, Palm assumes no liability for infringement claims arising from or related to the development, use, reproduction, sale or distribution of any version of the Palm OS other than Covered OS Versions.
Indemnification and Damages. A. The Operator shall, on behalf of itself and its successors and assigns, indemnify, defend, and hold harmless (“Indemnify”) the City, its Agents and Invitees, and their respective heirs, legal representatives, successors, and assigns (individually and collectively, the “Indemnified Parties”) from and against any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties, and expenses, including, without limitation, direct and vicarious liability of every kind (collectively, “Claims”), incurred in connection with or arising in whole or in part from any of the following:
Indemnification and Damages. 10.1 Indemnity of the Manager, Members of the Policy Board, Employees and Other Agents. To the maximum extent permitted under the Act, the Company shall indemnify the Manager, members of the Policy Board and the Members and make advances for expenses to the maximum extent permitted under the Act. The Company shall indemnify its employees and other agents who are not managers to the fullest extent permitted by law, provided that such indemnification in any given situation is approved by the Members. The Manager, the members of the Policy Board and the Members (and their respective officers, directors, employees and agents) shall be indemnified by the Company from any liability resulting from any act omitted or performed by them in good faith on behalf of the Company and in a manner reasonably believed by them to be within the scope of the authority conferred upon them by this operating Agreement and in the best interest of the Company; provided, however, that any indemnity under this Article X shall be provided out of and be limited to the extent of the Company assets only and shall not include any liabilities arising under the Securities Act of 1933, and no Member shall have any personal liability therefor.
Indemnification and Damages. 7.1 In consideration of the purchase of the Sale Shares by the Acquirer from the Sellers hereunder, each defaulting Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless, the other non-defaulting Party , its Affiliates and each of their respective partners, officers, employees, shareholders, partners, agents, as the case maybe (each, an “Indemnified Party” and collectively the “Indemnified Parties”) from and against, any and all, damages, Losses, Liabilities, obligations, fines, penalties, levies, action, investigations, inquisitions, notices, suits, judgments, claims of any kind including third party claims, interest, governmental and statutory action, costs, litigation and arbitral costs, taxes or expenses (including without limitation, reasonable attorney’s fees and expenses) (collectively referred to as “Loss”) suffered or incurred, directly or indirectly by any Indemnified Party as a result of:
Indemnification and Damages. SECTION 8.01.
Indemnification and Damages. 16.1 Seller shall indemnify, defend and hold Buyer and its Affiliates and their respective officers, directors, employees and agents (each a "Buyer Indemnified Party") harmless from and against any and all claims, liabilities, lawsuits, threats of automaticamente vinculada ao fornecer Equipamento de acordo com este Contrato e que a Xxxxxxxxx deve reconhecer por escrito mediante pedido da Compradora). Durante a Vigência, a Vendedora terá e manterá quaisquer e todas as licenças, permissões e autorizações similares exigidas por qualquer autoridade governamental aplicável para a Vendedora cumprir suas obrigações de acordo com este Contrato para Equipamento, incluindo aquelas relacionadas às suas instalações e práticas de fabricação.
