Indemnities. (a) The Borrower agrees to indemnify and hold harmless each Arranger, each Agent, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (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 of any kind or nature (including reasonable fees and disbursements of counsel to any such Indemnitee) which 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 any such Indemnitee 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 Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any obligation under this Section 11.4 (i) to an Indemnitee with respect to any Indemnified Matter caused by or resulting 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, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of any Warnaco Entity involving any property su...
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and t...
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. The Grantee indemnifies the Commonwealth, its officers, employees and contractors against any claim, loss or damage arising in connection with the Activity.
Indemnities. 8.1. The Assignor shall indemnify Xxxxxxx Science 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 Xxxxxxx Science arising out of or in connection with:
(a) any breach by the Assignor of any of the warranties contained in clause 7; and
(b) the enforcement of this Agreement.
8.2. At the request of Xxxxxxx Science, and at the Assignor's own expense, the Assignor shall provide all reasonable assistance to enable Xxxxxxx Science to resist any claim, action or proceedings brought against Xxxxxxx Science as a consequence of any breach by the Assignor of the warranties contained in clause 7. This indemnity shall apply whether or not Xxxxxxx Science has been negligent or at fault.
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. 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. 8.1. The Corresponding Author shall indemnify Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx Open, and at the Corresponding Author’s own expense, the Corresponding Author shall provide all reasonable assistance to enable Xxxxxxx Open to resist any claim, action or proceedings brought against Xxxxxxx 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 Xxxxxxx Open has been negligent or at fault.
Indemnities. (a) The Company or the relevant Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent...
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.
