Indemnification Damages. Seller will indemnify and hold harmless HSY and its agents, employees, officers, directors, subsidiaries, affiliates, successors and assigns from and against all liens, claims (including third party claims), encumbrances, demands, losses, attorneys’ fees, penalties and/or fines (“Claims”), arising out of or resulting from Seller’s performance of the work, use of HSY owned property or equipment, breach of the Warranties, work done on HSY’s premises or Seller’s negligence or misconduct. This obligation will not extend to Claims to the extent caused by HSY’s gross negligence or willful misconduct. Seller will be responsible for all damages and expenses (without prejudice to HSY's rights of repudiation in relation to the same) to HSY that result from Seller’s breach of any term or warranty in this document or any Order including Seller’s failure to produce Goods according to HSY’s Orders and Specifications. Such damages will include, without limitation, any expenses or increased costs of alternative products, business interruption losses (i.e., lost profits based upon inability to fulfill customer demand) which is hereby agreed between the parties to be a foreseeable loss and resulting directly out of the breach by Seller, and all other direct and consequential damages. Seller will also be responsible for HSY’s costs of any Goods which cannot be utilized and other expenses directly resulting from capacity conflicts or limitations not identified to HSY in time to prevent such losses.
Indemnification Damages. Seller shall indemnify, hold harmless and at Xxxxx’s request by counsel reasonably satisfactory to Buyer, defend Buyer and its officers, directors, shareholders, customers, agents and employees, against any and all liabilities, claims, losses, damages, fines, penalties, costs and expenses, including, without limitation, attorneys. fees and costs, arising from or related to (a) any breach of a representation or warranty by Seller contained in this Agreement, (b) failure to observe any covenant of Seller contained in this Agreement, (c) or otherwise caused by the Goods or by any act or omission of Seller, its employees, representatives or agents,
Indemnification Damages. The Party providing Dedicated Employees shall indemnify the other Party and its Affiliates against all claims, losses, damages, or liabilities for personal injury, death or property damage, including related attorney's fees and expenses of any kind whatsoever, to the extent incurred by reason of or to the extent arising out of any acts or omissions of the Alliance Manager or any Dedicated Employee employed by such Party on or off the premises of the other Party.
Indemnification Damages. A. Lessor hereby rents to Lessee the portion of the Pavilion (the “Facility”) for the date and period, all as specified on Lessee’s Rental Permit. The deposit charge and rental fee must be paid when Lessee reserves the use. The optional indoor restroom facility (custodial) fee must be paid at least 30 days before the scheduled use.
Indemnification Damages. (a) By Program Originator. Program Originator shall indemnify, defend and hold harmless Service Provider and each officer, director, employee, insurer, successor, and assign thereof against any and all losses, claims, damages, liabilities, costs and expenses (including costs of defense of every kind whatsoever and the aggregate amount in reasonable settlement of any action, suit, proceeding or claim) which Service Provider may incur or for which Service Provider may become liable on account of any claim, action or proceeding brought against Service Provider claiming damages under any law, common law or otherwise, to the extent that such claims, actions or proceedings, whether in whole or in part, arise or are alleged to arise out of or by reason of or in connection with, directly or indirectly, any action or failure to act on the part of Program Originator, its employees or agents.
Indemnification Damages. Seller will indemnify and hold harmless HSY and its agents, employees, officers, directors, subsidiaries, affiliates, successors and assigns from and against all liens, claims (including third party claims), encumbrances, demands, losses, attorneys' fees ('Claims'), arising out of or resulting from Seller's performance of the work, use of HSY owned property or equipment, breach of the Warranties, work done on HSY's premises or Seller's negligence or misconduct. This obligation will not extend to Claims to the extent caused by HSY's gross negligence or willful misconduct. Seller will be responsible for all damages expenses to HSY that result from Seller's breach of any term or warranty in this document or any Order including Seller's failure to produce Products according to HSY's Orders and Specifications. Such damages will include, without limitation, any expenses or increased costs of alternative products, business interruption losses (i.e., lost profits based upon inability to fulfill customer demand), and all other direct and consequential damages. Seller will also be responsible for HSY's costs of any Products which cannot be utilized and other expenses directly resulting from capacity conflicts or limitations not identified to HSY in time to prevent such losses.
Indemnification Damages. Vendor hereby agrees to indemn ify, and hold GSMLS harmless, with respect to any claims asserted against GSMLS with respect to the Software or with respect to Vendor's accessing of the GSMLS MLS System. Vendor also agrees to be responsible for any damage it causes to GSMLS's MLS System and agrees to pay GSMLS any costs GSMLS incurs, including its reasonable attorneys fees, in recovering its damages.
Indemnification Damages. The Escrow Property shall be held by the ----------------------- Escrow Agent for the purpose of securing the payment or satisfaction made by the Principal Stockholder and the Executive of their indemnification obligations in Article IX of the Merger Agreement in respect of the indemnifiable Losses (as defined therein.) The indemnifiable Losses (if any) which Paladyne (and its directors, officers, employees, Affiliates other than the Principal Stockholder or the Executive to the extent they may be deemed Affiliates of Paladyne, successors, assigns and Representatives) (collectively, the "Indemnitees") may ----------- suffer or incur shall be hereinafter referred to collectively as "Liabilities."
Indemnification Damages. 1. Trust Entity agrees to indemnify, defend and hold harmless the Distributor, its affiliates and the Fund Company, the Funds and their affiliates (including all officers, trustees, directors, employees and agents thereof) (a “Fund Indemnified Party”) from and against any and all claims, losses, demands, liabilities or expenses (including reasonable attorneys’ fees) of any sort or kind which may be asserted against a Fund Indemnified Party for which a Fund Indemnified Party may be held liable in connection with this Agreement (a “Claim”) except to the extent such Claim resulted from the Fund Indemnified Party’s willful misfeasance, bad faith or gross negligence in connection with any activities undertaken pursuant to the terms of this Agreement. All expenses which Trust Entity incurs in connection with its activities under this Agreement shall be borne by the Trust Entity. This Section shall survive the termination of the Agreement or any provision hereof.
Indemnification Damages. Indemnification/Damages. AVV hereby agrees to indemnify, and hold GSMLS and its Participants and Subscribers harmless, for any and all damages and costs they incur, including their reasonable attorneys fees, in connection with any claims asserted against them relating to AVV, AVV’s services, AVV’s accessing of the GSMLS MLS System, or with respect to any breach of this Agreement by AVV. AVV also agrees to be responsible for any damage it causes to GSMLS, and agrees to pay GSMLS any costs GSMLS incurs, including its reasonable attorneys fees, in recovering its damages.
