Indemnities Sample Clauses

Indemnities. 16.1 The Grantee indemnifies the Commonwealth, its officers, employees and contractors against any claim, loss or damage arising in connection with the Activity. 16.2 The Grantee's obligation to indemnify the Commonwealth will reduce proportionally to the extent any act or omission involving fault on the part of the Commonwealth contributed to the claim, loss or damage.

Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foreg...

Indemnities. (a) Whether or not any of the transactions contemplated hereby are consummated, the Sellers shall indemnify, protect, defend and hold harmless the Buyers and their respective officers, directors, agents and employees (collectively, the “Indemnitees”) throughout the Pre-Delivery Period from, against and in respect of, any and all liabilities, obligations, losses, damages, penalties, fines, taxes (save for any taxes levied on the Buyers by competent tax authorities in their domicile and by reference to the overall income or assets in general of the Buyers), fees (including but not limited to any vessel registration, tonnage, reasonable legal fees, any fees incurred or to be incurred in registering and maintaining the Buyers as a foreign maritime entity with any registry of ships), claims, actions, proceedings, judgement, order or other sanction, lien, salvage, general average, suits, costs, expenses and disbursements, including reasonable legal fees and expenses, of whatsoever kind and nature (collectively, the “Expenses”) imposed on, suffered or incurred by or asserted against any Indemnitee, in any way relating to, resulting from or arising out of or in connection with, in each case, directly or indirectly, any one or more of the following: (i) the delivery (including the Vessel not being delivered on the Scheduled Delivery Date after the Sellers have informed the Buyers of the Scheduled Delivery Date), registration and purchase of the Vessel by the Buyers whether prior to, during or after termination of this Agreement and whether or not the Vessel is in the possession or the control of the Sellers or otherwise in relation to any non-delivery to or acceptance by the Sellers (as bareboat charterers) of the Vessel under the Charter; (ii) any breach of or failure to perform or observe, or any other non-compliance with, any covenant or agreement or other obligation to be performed by the Sellers under any Transaction Document to which they are a party or the falsity of any representation or warranty of the Sellers in any Transaction Document to which they are a party or the occurrence of any MOA Termination Event; (iii) a failure by an Obligor to pay any amount due under a Transaction Document on its due date; or (iv) funding, or making arrangements to fund, an amount required to be paid by the Buyers pursuant to a Payment Notice but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or n...

Indemnities. 9.1. Each Party shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, principals (including partners, shareholders or holders of an ownership interest) and agents, from and against any claim and all losses, damages or expenses (including reasonable attorneys’ fees and court costs) to the extent that such claim is made or threatened by any third- party and relates to or arises out of death, bodily injury or damage to real and/or tangible property caused by the indemnifying Party’s negligence or willful misconduct. 9.2. Supplier shall defend, indemnify, and hold harmless Accenture, and their officers, directors, employees, principals (including partners, shareholders or holders of an ownership interest) and agents, from and against any claim and all losses, damages or expenses (including reasonable attorneys’ fees and court costs) to the extent such claim: (a) is made or threatened by a Client and arises as a result of the failure of any Products or Services to operate or perform, or (b) is made or threatened by any third-party and alleges that the use, combination, provision, or sale of any Product or Service infringes or misappropriates any Intellectual Property of such third-party. “Intellectual Property” means any copyright, trade secret, patent, trademark or other intellectual property right of any kind. Supplier shall have no indemnity obligation under part (b) of this Section 9.2 to the extent that a claim arises solely out of the combination, use or modification of the Product or Service in a manner not reasonably contemplated as ordinary, intended, documented or expected.

Indemnities. Indemnities provided for in this contract are continuing indemnities in respect of the Relevant Losses to which they apply, and hold the indemnified party harmless on an after tax basis.

Indemnities. 8.1. The Corresponding Author shall indemnify ▇▇▇▇▇▇▇ Open against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by ▇▇▇▇▇▇▇ Open arising out of or in connection with: (a) any breach by the Corresponding Author of any of the warranties contained in clause 7; and (b) the enforcement of this Agreement. 8.2. At the request of ▇▇▇▇▇▇▇ Open, and at the Corresponding Author’s own expense, the Corresponding Author shall provide all reasonable assistance to enable ▇▇▇▇▇▇▇ Open to resist any claim, action or proceedings brought against ▇▇▇▇▇▇▇ Open as a consequence of any breach by the Corresponding Author of the warranties contained in clause 7. This indemnity shall apply whether or not ▇▇▇▇▇▇▇ Open has been negligent or at fault.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or ...

Indemnities. 12.1 Each Party will indemnify, and keep indemnified, the other Party in full against all costs, expenses, damages and losses (whether direct or indirect) including any interest, penalties, and any reasonable legal and other professional fees awarded against or incurred or paid by the other in respect of any breach of clause 6 (Confidentiality) or any claim that the use of any intellectual property by either Party, as permitted by clause 13 (Intellectual Property Rights) below, infringes the intellectual property of any third party. 12.2 The RSB will indemnify, and keep indemnified, the FRC in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the FRC as a result of or in connection with any claim made against the FRC arising as a result of or in connection with the RSB's performance of its obligations under this Delegation Agreement. 12.3 In relation to any claim to be indemnified under this clause 12 or elsewhere in this Delegation Agreement, the indemnified Party shall: (a) as soon as is reasonably practicable give written notice of that matter to the indemnifying Party, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the losses it incurs; (b) not make any admission of liability, or enter into any agreement or compromise in relation to the matter in respect of which it seeks to be indemnified without the prior written consent of the indemnifying Party (such consent not to be unreasonably withheld or delayed); and (c) allow the indemnifying Party to have conduct of the proceedings relating to the indemnity (and cooperate with the indemnifying Party in relation to all such proceedings, at the indemnifying Party's costs) and the indemnifying Party shall at its sole discretion decide what action (if any) to take in respect of such matter and shall not be obliged to bring or defend any such proceedings if it decides in its sole discretion not to do so.

Indemnities. The Grantee indemnifies the Commonwealth, its officers, employees and contractors against any claim, loss or damage arising in connection with the Activity.