Indemnities and Remedies Sample Clauses

Indemnities and Remedies. 14.1 Either Party shall forthwith on demand indemnify the other Party against any claim, loss, liability or damage (“Loss”) which such Party shall incur as a consequence of any breach by the other Party of this Agreement provided that neither Party shall be liable to indemnify the other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of the other Party or its directors, officers, employees, or agents.
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Indemnities and Remedies. 14.1 如一方违反本协议，则该方应就违反本协议而给另一方造成的损失、损害、责任、被索赔损失等（“损失”）依照另一方的要求立即予以赔偿，但如果另一方遭受的损失系由于该另一方或该另一方的董事、管理人员、雇员或者代理自身的故意行为不当、违反法律、违约行为、重大过失等原因造成的，则违约方无需对另一方予以赔偿。 Either Party shall forthwith on demand indemnify the other Party against any claim, loss, liability or damage (“Loss”) which such Party shall incur as a consequence of any breach by the other Party of this Agreement provided that neither Party shall be liable to indemnify the other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of the other Party or its directors, officers, employees, or agents.
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Indemnities and Remedies. 10.1 如乙方或股东存在以下情形，则该方应就该等情形给甲方造成的损失、损害、责任、被索赔损失等（包括合理的律师费，“损失”）依照甲方的要求立即予以赔偿，以使甲方免受损失：(i) 该一方在本协议中所作的任何陈述或保证不真实、不准确或不完整，或者(ii)该一方违反了其在本协议中所作的任何陈述或保证，或者(iii) 该一方违反了其在本协议中任何约定或承诺。 Party B or Shareholders shall forthwith on demand indemnify and hold harmless the Party A against any claim, loss, liability or damage (including reasonable legal fees, “Loss”) which the Party A shall suffer due to any of the following circumstances: (i) any of the representations or warranties herein made by such Party is untrue, inaccurate or incomplete, or (ii) such Party breaches any of his/her/its representations or warranties herein, or (iii) such Party breaches any covenant or undertaking herein.
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Indemnities and Remedies. 10.1 如一方存在以下情形，则该方应就该等情形给另一方造成的损失、损害、责任、被索赔损失等（包括合理的律师费，“损失”）依照另一方的要求立即予以赔偿，以使另一方免受损失：（1）该一方在本协议中所作的任何陈述或保证不真实、不准确或不完整，或者（2）该一方违反了其在本协议中所作的任何陈述或保证，或者（3）该一方违反了其在本协议中任何约定或承诺；但如果另一方遭受的损失系由于该另一方或该另一方的董事、管理人员、雇员或者代理人自身的故意行为不当、违反法律、违约行为、重大过失等原因造成的，则违约方无需对另一方予以赔偿。 Either Party shall forthwith on demand indemnify and hold harmless the other Party against any claim, loss, liability or damage (including reasonable legal fees, “Loss”) which the other such Party shall suffer due to any of the following circumstances: (i) any of the representations or warranties herein made by such Party is untrue, inaccurate or incomplete, or (ii) such Party breaches any of its representations or warranties herein, or (iii) such Party breaches any covenant or undertaking herein; provided that neither Party shall be liable to indemnify the other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of the other Party or its directors, officers, employees, or agents.
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Indemnities and Remedies. 14.1 如乙方或股东违反本协议，则该方应就违反本协议而给甲方造成的损失、损害、责任、被索赔损失等（“损失”）依照甲方的要求立即予以赔偿。 Party B or Shareholders shall forthwith on demand indemnify the Party A against any claim, loss, liability or damage (“Loss”) which Party A shall incur as a consequence of any breach by the other Party of this Agreement.
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Indemnities and Remedies. (a) Original Borrower agrees to indemnify, defend and hold Lender harmless against any loss, claim, damage, liability or expense (including, without limitation, reasonable attorney’s fees) incurred as a result of any representation or warranty made by it herein proving to be untrue in any respect.
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Indemnities and Remedies. Failure of the Receiving Party to comply with any provision of this Agreement shall be sufficient cause for the Disclosing Party to terminate forthwith this Agreement. Furthermore, the Receiving Party agrees that the Disclosing Party shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for breach of this Agreement by the Receiving Party, its representatives or affiliates, but shall be in addition to all other remedies available at law or equity.
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Indemnities and Remedies 
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Related to Indemnities and Remedies

  • Indemnification and Remedies A. The Sub-recipient agrees to indemnify and hold the State of South Dakota, its officers, agents and employees, harmless from and against any and all actions, suits, damages, liability, costs, attorney fees, or other proceedings that may arise as the result of its performance hereunder.

  • Termination and Remedies Provided no TO is outstanding and remains to be performed by either party, this Agreement may be terminated by either party upon 30 days prior written notice to the other party. Any TO may be terminated under the following circumstances: by both Parties on mutual written agreement of the Parties; by either Party for its convenience with written notice and after the Termination Notice Period specified in the Additional Terms has expired; by Mercy Corps immediately upon written notice in the event Mercy Corps’ donor(s) terminates or withdraws funding that Mercy Corps would use to pay Contractor under the Additional Terms; by either Party due to the non-terminating Party’s breach of this Agreement and failure to correct such breach within 15 days prior notice of such breach; be either Party upon written notice if a force majeure event, including any not reasonably foreseeable war, insurrection, change in law or government action or inaction, strike, natural disaster or similar event, prevents the terminating Party from being able to fulfill its obligations under this Agreement; or by Mercy Corps immediately upon written notice if Mercy Corps using its sole discretion determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, in which case Mercy Corps may withhold any and all amounts owed to Contractor until such breach is remedied. In the event of termination due to Contractor’s breach or by Contractor for Contractor’s convenience, Mercy Corps will not be obligated to pay Contractor for any partially completed work. In the event termination is due to Mercy Corps’ breach, by Mercy Corps for Mercy Corps convenience, due to force majeure event, or due to loss of funding, Mercy Corps will be obligated to pay Contractor for its reasonable, pro-rated costs of work completed and expenses properly incurred prior to termination. However, Mercy Corps will not be responsible for any expenses incurred in anticipation of termination or suspension. If Mercy Corps determines that Contractor has or will breach any of its warranties, covenants or representations in this Agreement, Mercy Corps may, in addition to any other remedies for such breach available at law or in equity, terminate this Agreement.

  • Waivers and Remedies The waiver by any of the parties hereto of any other party's prompt and complete performance, or breach or violation, of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any of the parties hereto to exercise any right or remedy which it may possess hereunder shall not operate nor be construed as a bar to the exercise of such right or remedy by such party upon the occurrence of any subsequent breach or violation.

  • Acceleration and Remedies Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies:

  • Waiver and Remedies The parties may (a) extend the time for performance of any of the obligations or other acts of any other party to this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party to this Agreement contained in this Agreement or in any certificate, instrument or document delivered pursuant to this Agreement or (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained in this Agreement. Any such extension or waiver by any party to this Agreement will be valid only if set forth in a written document signed on behalf of the party or parties against whom the waiver or extension is to be effective. No extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any covenant, agreement or condition, as the case may be, other than that which is specified in the written extension or waiver. No failure or delay by any party in exercising any right or remedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

  • Enforcement and Remedies Executive acknowledges that money damages would not be sufficient remedy for any breach of this Article 6 by Executive, and Company shall be entitled to enforce the provisions of this Article 6 by terminating any payments then owing to Executive under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 6, but shall be in addition to all remedies available at law or in equity to Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach and remedies available to Company pursuant to other agreements with Executive.

  • Banks Rights and Remedies 8.1 Upon the occurrence of an Event of Default by Borrower under this Agreement, Bank may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower:

  • Default Rights and Remedies If an Event of Default exists, the Agent shall have the following rights and remedies:

  • Other Rights and Remedies Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise.

  • Defaults and Remedies Section 6.01.

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