INDEMNIFICATION OF AGENCY Sample Clauses

INDEMNIFICATION OF AGENCY. Client agrees to hold Agency harmless and indemnify it for any and all claims of any person, firm, corporation or governmental entity resulting from or based upon any methods, procedures, devices or communications employed or made by the Client or any of its partners, agents, employees or independent contractors in connection with the collection of accounts referred by Client.
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INDEMNIFICATION OF AGENCY. Companies will indemnify Agency and hold it harmless from and defend any third party claims, suits, demands, threats or proceeding and any and all costs or liabilities arising therefrom including, without limitation, attorney’s fees and costs, to the extent it arises from or is based upon any infringement of a United States patent, copyright, trademark or other intellectual property right, including such claims in those countries that are members of the Berne Convention, in connection with or arising from Companies’ trademarks or logos or the Companies products. If a claim, demand or suit alleging infringement is brought or anticipated, Companies will have the option at its expense to (1) modify the Companies products to avoid the allegation of infringement, (2) obtain for Agency a right to resell the Companies products, (3) if neither (1) nor (2) is reasonably practical in the Companies discretion, terminate this Agreement. Companies will have no obligation to defend or indemnify Agency for any claim that is based on: (aa) the use of the Companies products in a manner for which the Companies’ products are not licensed under this Agreement; (bb) a modification of the Companies products to the extent not provided by Companies; (cc) the use of a superseded release of the Companies products if Companies has made available to the Agency a more current version of the Companies products; or (dd) the use of the Companies products in combination with any software, hardware, data or other materials not provided by Companies where such infringement would not have occurred but for the combination.
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INDEMNIFICATION OF AGENCY. 51 SECTION 6.02.
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INDEMNIFICATION OF AGENCY. (a) Subject to the provisions of the succeeding sentences of this Section 6.01(a) and the provisions of subsection (c) hereof, the Developer as an entity (as used in this Article VI the term "Developer" shall not include any partners, shareholders, directors, officers, agents or representatives of the Developer or any partner thereof in such capacities) agrees to indemnify and hold the Agency, its directors, members, officers, employees, agents and representatives, and the State, including but not limited to, the Division, the members and officers of its governing body, its employees, agents and representatives (any or all of the foregoing being hereinafter referred to as the "Indemnified Persons") harmless from and against any and all losses, costs, damages, judgments (including specifically punitive damage awards), arbitration awards, amounts paid in settlements, costs and expenses and liabilities of whatsoever nature or kind (including but not limited to, reasonable attorneys' fees, whether or not suit is brought and whether incurred in settlement negotiations, investigations of claims, at trial, on appeal, in bankruptcy or other creditors' proceedings or otherwise, expert witness fees and expenses, other litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from, arising out of or in connection with any act or omission of the Original Developer or the Developer or any of their respective partners, directors, officers, employees, attorneys or agents or other persons under contract with the Original Developer or the Developer directly or indirectly resulting from, arising out of, or related to (i) the issuance, offering, sale or delivery of the Bonds, the redemption of the 1985 Bonds and any amendments to the respective Indentures for the 1985 Bonds in connection with the redemption of the 1985 Bonds (ii) the interpretation or enforcement of provisions of the Agreement, the Indenture and any other documents in connection therewith or the issuance of 1985 Bonds, (iii) any written statements or representations made or given by the Developer, its agents or persons under contract with it to any Indemnified Persons relating to statements or representations of financial information, (iv) the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Development or (v) similar events or occurrence with respect to the 1985 Bonds. This indemnity is effec...
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INDEMNIFICATION OF AGENCY. 22 12.1 Indemnification of Agency......................................................................................................................................... 22 12.2 Immediate Obligation to Defend................................................................................................................................ 22 12.3 Not Limited by Insurance........................................................................................................................................... 23 12.4 Survival....................................................................................................................................................................... 23 12.5 Other Obligations......................................................................................................................................................... 23 12.6 Defense......................................................................................................................................................................... 23 12.7 Release of Claims Against Agency.............................................................................................................................. 23 ARTICLE 13. DAMAGE OR DESTRUCTION................................................................................................................................. 24 13.1 General; Notice; Waiver.............................................................................................................................................. 24 (a) General.................................................................................................................................................................. 24 (b) Notice.................................................................................................................................................................... 24 (c) Waiver................................................................................................................................................................... 24 13.2 Rent after Damage or Destruction................................................................................................................................ 24 13.3 Tenant’s Obligation/Election to Restore...................................................................................................................... 24 13.4 Significant Damage and Destruction or Uninsured Casualty.......
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INDEMNIFICATION OF AGENCY. Tenant agrees to and shall Indemnify the Indemnified Parties from and against any and all Losses imposed upon or incurred by or asserted against any such Indemnified Party, the Premises or Agency’s interest therein, in connection with the occurrence or existence of any of the following: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on the Premises, or any parts thereof; (ii) any accident, injury to or death of Persons or loss or damage to property occurring on the Premises which is caused directly or indirectly by Tenant or any of its Agents, Invitees, or Subtenants; (iii) any accident, injury or death of Persons or loss or damage to property occurring on the Access Easement which is caused directly or indirectly by Tenant or any of its Agents or Subtenants, or any use, possession, occupation, operation, maintenance, or management of the Access Easement by Tenant or any of its Agents or Subtenants; (iv) any use, possession, occupation, operation, maintenance, or management of the Premises or any part thereof by Tenant or any of its Agents, Invitees, or Subtenants; (v) any latent, design, construction or structural defect arising as a result of the Improvements or any subsequent Improvements constructed by or on behalf of Tenant, and any other matters relating to the condition of the Premises, or the Access Easement caused by Tenant or any of its Agents, or Subtenants; (vi) any failure on the part of Tenant or its Agents or Subtenants, as applicable, to perform or comply with any of the terms of this Lease or with applicable Laws, rules or regulations, or permits; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises, or any part thereof by Tenant or any of its Agents or Subtenants; (viii) any civil rights actions or other legal actions or suits initiated by any user or occupant of the Premises, or the Access Easement to the extent it relates to such use or occupancy, in each of the foregoing instances, except (as to any particular Indemnified Party) to the extent caused by the willful misconduct or active negligence of that Indemnified Party. If any action, suit or proceeding is brought against any Indemnified Party by reason of any occurrence for which Tenant is obliged to Indemnify such Indemnified Party, such Indemnified Party will notify Tenant of such action, suit or proceeding. Tenant may, and upon the request of such Indemnified Party wi...
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Related to INDEMNIFICATION OF AGENCY

  • Indemnification of Agent Whether or not the transactions contemplated hereby are consummated, each Lender shall, severally and pro rata based on its respective Pro Rata Share, indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities (which shall not include legal expenses of Agent incurred in connection with the closing of the transactions contemplated by this Agreement) incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 13.7. Without limitation of the foregoing, each Lender shall, severally and pro rata based on its respective Pro Rata Share, reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Lenders’ Expenses incurred after the closing of the transactions contemplated by this Agreement) incurred by Agent (in its capacity as Agent, and not as a Lender) in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section 13.7 shall survive the payment in full of the Obligations, the termination of this Agreement and the resignation of Agent.

  • Indemnification of Agents Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower, provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

  • Indemnification of Others The Corporation shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

  • Request for Indemnification and Indemnification Payments Indemnitee shall notify the Company promptly in writing upon receiving notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to be subject to indemnification under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of expenses shall be made under the provisions of Section 6 herein.

  • Survival of Indemnification and Advancement of Expenses The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

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