Indemnification for Claims. The Seller agrees to indemnify and hold harmless the Purchasers, their Affiliates, each of their officers, directors, employees and agents and their respective successors and assigns (for purposes of this subsection 5.13, the "Indemnified Parties"), from and against any losses, damages, or expenses (net of any related insurance proceeds) incurred by the Indemnified Parties due to any and all third party actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees and expenses) which are brought by or on behalf of a third party or any of its successors or assigns claiming a right to participate as a placement agent, underwriter, financial advisor, finder or broker with respect to the offering of the Securities pursuant to this Agreement, against any of the Indemnified Parties, with respect to any act or omission occurring on or before the Closing Date. The indemnification herein provided shall be provided in the manner and in accordance with the procedures set forth in Section 7.3 hereof. The indemnification provided for in this Section 5.13 shall be made notwithstanding the reference to any underwriting, placement agent, financial advisory, finder's or broker's agreement in the Schedule to the Representations and Warranties, and notwithstanding any knowledge or information which the Purchasers have with respect to any underwriting, placement agent, financial advisory, finder's or broker's agreement.
Indemnification for Claims. As used herein, the term "Claims" refers to any losses, damages, liabilities, or claims including costs or expenses (including but not limited to attorneys' fees and other expenses of investigation in defense of any such claims) which arise as a result of any breach or violation of the covenants, agreements, warrants, or representations contained in this Agreement or the Related Agreements. Any party who has breached or violated any covenant, agreement, warranty, or representation giving rise to a Claim shall be referred to as an "Indemnifying Party" and any party who has suffered or is threatened with suffering losses in connection with such a Claim shall be referred to as an "Indemnified Party." The Indemnifying Party will be obligated to indemnify the Indemnified party with respect to any Claim occasioned by a breach or violation of this Agreement or the Related Agreements on the part of the Indemnifying Party.
Indemnification for Claims. Copydan is under an obligation to indemnify the University for any claim made by Danish or foreign rightsholders based on copying which the University has carried out or has had carried out under this Agreement. It is a condition that such copying took place in compliance with the terms of this Agreement.
Indemnification for Claims. The Executive represents and warrants that neither the Executive nor any other Executive Releasor has previously filed, and to the maximum extent permitted by law agrees that neither Executive nor any other Executive Releasor will file, a complaint, charge or lawsuit against any of the Company Releasees regarding any of the Claims released herein, but may defend against any such complaint, charge or lawsuit by a Company Releasee, including, without limitation, by asserting counterclaims, third party claims and cross-claims. If, notwithstanding this representation and warranty, an Executive Releasor has filed or files such a complaint, charge or lawsuit, the Executive agrees that the Executive shall cause such complaint, charge or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining such dismissal of such complaint, charge or lawsuit, including without limitation the attorneys’ fees of any party against whom an Executive Releasor has filed such a complaint, charge, or lawsuit. The immediately preceding sentence shall not apply, however, to a Claim of age discrimination under the Age Discrimination in Employment Act. Notwithstanding any other language in this General Release, the parties understand that this General Release does not prohibit the Executive from filing an administrative charge with the Equal Employment Opportunity Commission or similar administrative agency. The Executive, however, waives any right to monetary or other recovery should any federal, state or local administrative agency pursue claims on the Executive’s behalf arising out of or relating to the Executive’s employment with the Company or the separation of the Executive’s employment with the Company.
Indemnification for Claims. The obligations and liabilities of the Indemnitor to the party to whom an indemnity is owed (the "Indemnitee") with respect to claims for Damages resulting from the assertion of liability by third parties ("Claims"), shall be subject to the following terms:
Indemnification for Claims. Executive represents and warrants that neither he nor any other Executive Releasor has previously filed, and to the maximum extent permitted by law agrees that neither he nor any other Executive Releasor will file, a complaint, charge or lawsuit against any of the Company Releasees regarding any of the Claims released herein. If, notwithstanding this representation and warranty, an Executive Releasor has filed or files such a complaint, charge or lawsuit, Executive agrees that he shall cause such complaint, charge or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge or lawsuit, including without limitation the attorneys’ fees of any party against whom an Executive Releasor has filed such a complaint, charge, or lawsuit. The immediately preceding sentence shall not apply, however, to a Claim of age discrimination under the Age Discrimination in Employment Act. Notwithstanding any other language in this Separation Agreement, the parties understand that this Separation Agreement does not prohibit Executive from filing an administrative charge with the Equal Employment Opportunity Commission or similar administrative agency. Executive, however, waives any right to monetary or other recovery should any federal, state or local administrative agency pursue claims on Executive’s behalf arising out of or relating to Executive’s employment with the Company or separation of Executive’s employment with the Company.
Indemnification for Claims. 21 11.2 Notice ......................................................22 11.3 Defense .....................................................22 11.4 Survival of Indemnifications ................................22
Indemnification for Claims. Each Party shall defend, indemnify and hold harmless the other Parties and their officers, directors, employees, contractors, subcontractors, Affiliates and agents ("Related Parties") from and against any and all Third Party liabilities, claims, injuries (including death resulting therefrom), property damage, fines, penalties or assessments by any public agency, insofar as not prohibited by law, costs or expenses (including costs of defense, settlement and reasonable attorneys' fees) (collectively, "Claims") to the extent caused by the negligence or willful misconduct of the indemnifying Party or its Related Parties in connection with performance under this Agreement. The term "liabilities" in the preceding sentence, and the indemnification obligation, include any strict liability and other liability without fault, however named, asserted against the Parties indemnified.
Indemnification for Claims. Tenant shall bear the risk of loss and the responsibility for all injuries or damages to persons or property, including work of Tenant’s construction manager, its subcontractors and subordinate subcontractors, that may arise in connection with its work under this work letter (the “Work”), or its use or occupation of the Premises in connection with the Work. Tenant hereby indemnifies and agrees to save Landlord, and all of its officers, agents and employees, harmless against any liability, claims, demands or causes of action of any nature whatsoever for damages of any kind as above set forth, and agrees at its expense, to defend any legal or other action brought against Landlord founded upon any such liability, claim, demand or cause of action, and to pay any attorneys’ fees incurred by Landlord in connection therewith, except such indemnification shall not apply to such injury or damages as shall have been occasioned by the sole negligence of Landlord or Tenant’s architect. BUILDING STANDARD 300 SERIES
Indemnification for Claims under Section 9.01 shall be payable hereunder only if and to the extent that the aggregate amount of all Claims of the Indemnitee shall exceed $1,500,000 and shall not be payable in any event with respect to the first $1,500,000 of such claims except for any claim arising out of Taxes that are payable by the Companies or the Partnership, and that are solely attributable to Taxes payable by a related tax party (as such term is defined in Section 3.01(t)(ii)), in which case there shall be no minimum on Seller, and Philip's liability for indemnification in respect of such Taxes.
