Indemnification from Liabilities Sample Clauses

Indemnification from Liabilities. Regardless of the provision of the --------------------------------- preceding section 1. The Sellers shall indemnify Sunweb AG and Sunweb GmbH in respect of claims from liabilities in connection with misrepresentations or violations of the preceding warranties or representations.
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Indemnification from Liabilities. (a) The Stockholders shall indemnify Sigma and SAI or Lx Xxxxxx against and hold each of them harmless from and against and in respect of any or all of the following:
Indemnification from Liabilities. The Contractor assumes sole responsibility and liability for any and all damages or injuries of any kind or nature whatsoever incurred by any Persons or property arising out of or resulting from the Work or occurring in connection therewith. The Contractor agrees to indemnify, defend, and hold harmless the Owner, and the officers, employees and agents of the Owner, from and against any and all claims, suits, or demands, including costs, litigation expenses, and attorneys' fees in connection with, arising out of, or related to the death or injury of any Person or the damage to any property to the extent that any such death, injury, or damage is caused by the acts, errors, or omissions of the Contractor or any Person for whose acts or omissions the Contractor is responsible while engaged in performance of the Work or any activity associated therewith or relating thereto. The obligations of indemnification provided for herein: (a) are in addition to, and are not limited by, any insurance maintained by the Contractor or any subcontractor or by the amount of damages, compensation
Indemnification from Liabilities. The Owner assumes sole responsibility and liability for any and all damages or injuries of any kind or nature whatsoever incurred by any Persons or property arising out of or resulting to any work performed by owner or any entity with whom the Owner has directly contracted or contracted through in connection therewith, excluding the Contractor whose obligations under Section 5.2(a) remain in full force. the Owner agrees to indemnify, defend, and hold harmless the Contractor, the officers, employees and agents of the Contractor, from and against any and all claims, suits, or demands, including costs, litigation expenses, and attorneys' fees in connection with, arising out of, or related to the death or injury of any Person or the damage to any property to the extent that any such death, injury, or damage is caused by the acts, errors, or omissions of the Owner or any Person for whose acts or omissions the Owner is responsible while engaged in any work or any activity associated therewith or relating thereto. The obligations of indemnification provided for herein: (a) are not limited by any insurance maintained by the Owner or by the amount of damages, compensation or benefits payable under worker's compensation acts, disability benefit acts, or other employee benefit acts; and (b) will survive Final Completion and the satisfaction of all of the other obligations owed by the parties to each other in accordance with the Contract Documents.

Related to Indemnification from Liabilities

  • ADVISOR’S LIABILITIES AND INDEMNIFICATION (a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein.

  • ADVISER’S LIABILITIES AND INDEMNIFICATION (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), relating to (i) the Adviser and its affiliates, (ii) the Fund’s investment strategies and related risks, and (iii) other information, in each case only if supplied by the Adviser for inclusion therein.

  • Indemnification Liability a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.

  • 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.

  • LIABILITIES AND INDEMNIFICATION SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with:

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Indemnification Payment Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

  • Indemnification Payments The indemnification required by Sections 6.1 and Section 6.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

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