Indemnity and Release of Liability Sample Clauses

Indemnity and Release of Liability. Vendor waives any and all rights and claims to which self, and any heirs, executors, administrators, personal representatives, successors and assigns may now or hereinafter have against and do hereby fully release and discharge the Area Development Partnership, Inc. (ADP) and their respective members, directors, officers, employees, volunteers, representatives, and agents, all event sponsors, event volunteers and other officials associated with the Event (the “Released Parties”) from any and all liability for any and all personal injury or illness, disability, death, property damage, theft, or other losses or damages of any kind resulting either directly or indirectly from Vendor’s participation in this Event, whether or not caused by Vendor’s negligence or the negligence of the Released Parties, and/or Vendor’s non-compliance with or breach of this Agreement. Further, Vendor agrees to indemnify, defend and hold harmless the Released Parties from and against any claim or liability and any resulting loss, cost or damage for failure or alleged failure to obtain the required licenses or consents, or for infringements of copyright, patent, and/or unauthorized use of registered trademark or servicemark, or other violations of property or proprietary rights or the rights of privacy or publicity of any third party. Vendor certifies to be in the proper physical condition to participate in this Event. Vendor also consents to receive emergency medical treatment that may be deemed advisable by medical technicians or physicians upon the occurrence of any injury, accident, and/or illness obtained during this Event. Vendor understands and acknowledges that vendor may be photographed during the course of participating in this Event and hereby authorizes the use of Vendor’s name and any such photographs, videotapes, or other record of participation in this Event for any legitimate purpose by the Area Development Partnership, the Event sponsors and associated individuals and entities. This Waiver and Release of Liability shall be construed broadly to provide a release and waiver to the maximum extent permissible under applicable law.
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Indemnity and Release of Liability. Management shall not be responsible or liable to Resident for any personal injury of or to Resident, Resident’s family, guests, invitees, agents or employees or to any person entering the Leased Premises or the Property, or for loss of or damage to any of the Resident’s property resulting from any failure on the part of Management to perform maintenance or repairs to the Leased Premises: or resulting from any bursting, stoppage or leaking of water, gas, sewer or steam pipes, except where such injury or damage is the result of willful misconduct of Management, its agents, servants or employees. Anything to the contrary contained in this Lease notwithstanding, the failure of Resident to give the notice as required herein shall bar Resident from any recovery against Management for any personal injury to Resident or for the loss of or damage to any of the property of Resident of any kind or of any nature arising out of or resulting from any item of which Resident is required to give Management notice. Resident agrees to indemnify Management against and to hold Management harmless from any and all claims, demands and/or causes of action of any kind and of any nature and from and against all costs and expenses incurred by Management in connection therewith, including, without limitation, reasonable attorney’s fees, for injury to or the death of or for damage to or the loss of property of Resident, Resident’s family, any guest, licensee or invitee of Resident occurring within, upon or about the Leased Premises.
Indemnity and Release of Liability. The Subscriber agrees that County, its officers, employees, representative and agents, shall not be liable or responsible for any damage, injury or inconvenience to the Subscriber or Subscriber's clients, employees or agents, as a result of Subscriber's use or access to the records, data or files under this Agreement. Subscriber agrees to indemnify and to hold County, its officers, employees, representatives and agents harmless from damages, including costs and attorney’s fees. Subscriber assumes all responsibility for damages occurring as a result of the use or access of records, data or files pursuant to this Agreement.
Indemnity and Release of Liability. In consideration for and as a condition of SCCFCU’s permitting the Organization to use the Meeting Facilities, the Organization acknowledges and agrees that SCCFCU does not assume any responsibility or liability to the Primary Contact, the Organization, or to any persons attending any event in SCCFCU’s Meeting Facilities. The Organization assumes all responsibility and releases and discharges SCCFCU and its officers, directors, agents and employees, whether paid or volunteer, from all claims, demands, actions and judgments against SCCFCU, for all personal injuries and property damage, caused by or as a result of the Organization’s use of SCCFCU’s Meeting Facilities. The Organization and Primary Contact further waive any claim for damages for or as a result of using SCCFCU’s Meeting Facilities. The Organization requests and engages in use of SCCFCU’s Meeting Facility at its own request and is not entitled to any compensation, benefit, or insurance coverage from SCCFCU, nor will the Organization or any person claiming by or through the Organization, claim any from SCCFCU. The Organization agrees to defend, indemnify and hold SCCFCU harmless from any claims, damages, losses, liability or expenses arising from or related to the Organization’s use of SCCFCU’s Meeting Facilities, unless such claims arise from the actual misconduct of SCCFCU.
Indemnity and Release of Liability. Client agrees to indemnify Photographer and hold Photographer harmless from all claims, demands and liabilities, including costs and attorney’s fees, to Photographer is subjected by reason of any action by Client taken or omitted pursuant to this Agreement. Client shall indemnify Photographer against any and all claims arising from any injuries or transferred disease/illness that may occur during, or as a result of a Photography session. Client understands that Photography sessions may be held outdoors or during a pandemic, and that natural hazards may exist. Client agrees that Photographer shall not be responsible for any injuries occurred or disease/illness transferred during a Photography session and waives any claims against Photographer should such injuries occur. CLIENT SHALL PROVIDE Photographer WITH WRITTEN NOTICE OF ANY POTENTIAL CLAIM OR DEMAND WHICH IS ASSERTED BY ANY PARTY AFTER SUCH INFORMATION HAS BEEN BROUGHT TO THE ATTENTION OF CLIENT.
Indemnity and Release of Liability. 12.1 Lessee hereby agrees to defend, pay, indemnify and save free and harmless Lessor from and against any and all claims, demands, fines, suits, actions, proceedings, orders, decrees and judgments of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including attorneys’ fees, resulting from or in connection with loss of life, bodily or personal injury or property damage (except claims for property damage for which the waiver of subrogation pursuant to Section 5.6 above exists, if any) arising directly or indirectly, out of or from or on account of any occurrence in, upon, at or from the Demised Premises or occasioned wholly or in part through the use and occupancy of the Demised Premises or any improvements therein or appurtenances thereto, or by any act or omission of Lessee or any act or omission of an assignee, subtenant or licensee of Lessee, or their respective employees, agents, contractors or invitees in, upon, at or from the Demised Premises, or its appurtenances. Notwithstanding the foregoing; Lessee’s foregoing indemnity shall not apply to any claims, demands, fines, suits, actions, proceedings, orders, decrees and judgments of any kind or nature arising directly or indirectly, out of or from, or occasioned by Lessor’s gross negligence. It is expressly understood and agreed Lessor has no duty to inspect the Demised Premises or to warn of Lessor’s failure to do so. Lessee and all those claiming by, through or under Lessee shall store their property in and shall occupy and use the Demised Premises solely at their own risk and Lessee and all those claiming by, through or under Lessee hereby release Lessor, to the full extent permitted by law, from all claims of every kind, including loss of life, personal or bodily injury, damage to merchandise, equipment, fixtures or other property, or damage to business or from business interruption, arising, directly or indirectly, out of or from or on account of such occupancy and use or resulting from any present or future condition or state of repair thereof except those claims arising out of the gross negligence of Lessor.
Indemnity and Release of Liability. Subscriber agrees that Xxxxxxx County and the Clerks shall not be liable or responsible for any damage, injury, or inconvenience to Subscriber or Subscriber’s clients, employees, or agents, as a result of Subscriber’s use or access to Clerks’ records, data, or files. Subscriber agrees to indemnify and to hold Clerks harmless from damages and Subscriber assumes all responsibility for damages occurring as a result of the use or access of records, data, or files pursuant to this Agreement.
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Related to Indemnity and Release of Liability

  • Release of Liability Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.

  • Indemnity and Limitation of Liability (I) The IPTV Operator shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the IPTV Operator, or actual or threatened breach of any terms of this Agreement by the IPTV Operator (including but not limited to breach of any representation and warranty provided by the IPTV Operator to ZEEL).

  • Indemnity and Waiver of Claims Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties (defined below) or any of Tenant’s transferees, contractors or licensees. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord or the Landlord Related Parties. Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section 23) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security or protective services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord.

  • Limitation of Liability and Indemnity (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees (defined below) or, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant agrees to protect, defend (with counsel reasonably acceptable to Sublandlord) and hold Sublandlord and Sublandlord's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises (iii) any activity, work or thing done, permitted or suffered by Subtenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this Sublease.

  • Scope of Liability Neither the Servicer or any subservicer appointed by it, nor any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, shall be under any liability to the Master Servicer, the Trustee or, if applicable, the Trust Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, any subservicer or any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties hereunder. The Servicer, any subservicer and any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Indemnification and Release Resident (and Guarantor, if Resident is under age 18) agrees to indemnify and hold harmless Provider, University, and their respective directors, board members, agents, and employees from and against all claims, actions, judgments, damages, liabilities, costs, demands, losses, and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) resulting from or arising out of injury to the person or property of Resident or Resident’s guests while Resident resides in the Residence Facility, regardless of the cause (including, but not limited to, injury resulting from engagement, involvement, participation by Resident or any of Resident’s guests in any event sponsored by University or Provider) unless such injury is caused by the negligence or intentional misconduct of Provider, University, or their respective agents. Resident (and Guarantor, if Resident is under age 18) hereby release and forever discharge harmless Provider, University, and their respective directors, board members, agents, and employees from any and all demands, causes of action and/or judgments of whatsoever nature or character, past or future, known or unknown, whether in contract or tort, whether for personal injuries, property damage, payments, fees, expenses, or any other monies due or to become due, or damages of any kind or nature, and whether arising from common law or statute, arising out of, in any way, this Agreement and the use of the Residence Facility.

  • Standard of Liability and Indemnity Subject to Section 2 hereof, DWR and its affiliates (as defined below) shall not be liable to the Customer, the General Partner or Limited Partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which DWR determines, in good faith, to be in the best interests of the Customer, unless such act, omission, conduct, or activity by DWR or its affiliates constituted misconduct or negligence. The Customer shall indemnify, defend and hold harmless DWR and its affiliates from and against any loss, liability, damage, cost or expense (including attorneys' and accountants' fees and expenses incurred in the defense of any demands, claims, or lawsuits) actually and reasonably incurred arising from any act, omission, conduct or activity undertaken by DWR on behalf of the Customer pursuant to this Agreement, including, without limitation, any demands, claims or lawsuits initiated by a Limited Partner (or assignee thereof), provided that (i) DWR has determined, in good faith, that the act, omission, conduct, or activity giving rise to the claim for indemnification was in the best interests of the Customer, and (ii) the act, omission, conduct, or activity that was the basis for such loss, liability, damage, cost, or expense was not the result of misconduct or negligence. Notwithstanding anything to the contrary contained in the foregoing, neither DWR nor any of its affiliates shall be indemnified by the Customer for any losses, liabilities, or expenses arising from or out of an alleged violation of federal or state securities laws unless (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee, or (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee, or (c) a court of competent jurisdiction approves a settlement of the claims against the particular indemnitee and finds that indemnification of the settlement and related costs should be made, provided, with regard to such court approval, the indemnitee must apprise the court of the position of the SEC, and the positions of the respective securities administrators of Massachusetts, Missouri, Tennessee and/or those other states and jurisdictions in which the plaintiffs claim they were offered or sold Units, with respect to indemnification for securities laws violations before seeking court approval for indemnification. Furthermore, in any action or proceeding brought by a Limited Partner in the right of the Customer to which DWR or any affiliate thereof is a party defendant, any such person shall be indemnified only to the extent and subject to the conditions specified in this Section 8. The Customer shall make advances to DWR or its affiliates hereunder only if: (i) the demand, claim, lawsuit, or legal action relates to the performance of duties or services by such persons to the Customer; (ii) such demand, claim, lawsuit, or legal action is not initiated by a Limited Partner; and (iii) such advances are repaid, with interest at the legal rate under Delaware law, if the person receiving such advance is ultimately found not to be entitled to indemnification hereunder. DWR shall indemnify, defend and hold harmless the Customer and its successors or assigns from and against any losses, liabilities, damages, costs, or expenses (including in connection with the defense or settlement of claims; provided DWR has approved such settlement) incurred as a result of the activities of DWR or its affiliates, provided, further, that the act, omission, conduct, or activity giving rise to the claim for indemnification was the result of bad faith, misconduct or negligence. The indemnities provided in this Section 8 by the Customer to DWR and its affiliates shall be inapplicable in the event of any losses, liabilities, damages, costs, or expenses arising out of, or based upon, any material breach of any warranty, covenant, or agreement of DWR contained in this Agreement to the extent caused by such breach. Likewise, the indemnities provided in this Section 8 by DWR to the Customer and any of its successors and assigns shall be inapplicable in the event of any losses, liabilities, damages, costs, or expenses arising out of, or based upon, any material breach of any warranty, covenant, or agreement of the Customer contained in this Agreement to the extent caused by such breach. As used in this Section 8, the term "affiliate" of DWR shall mean: (i) any natural person, partnership, corporation, association, or other legal entity directly or indirectly owning, controlling, or holding with power to vote 10% or more of the outstanding voting securities of DWR; (ii) any partnership, corporation, association, or other legal entity 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by DWR; (iii) any natural person, partnership, corporation, association, or other legal entity directly or indirectly controlling, controlled by, or under common control with, DWR; or (iv) any officer or director of DWR. Notwithstanding the foregoing, "affiliates" for purposes of this Section 8 shall include only those persons acting on behalf of DWR within the scope of the authority of DWR, as set forth in this Agreement.

  • Waiver of Liability Seller hereby waives, acquits, and forever releases, and agrees to defend and hold harmless, the Agency, its officer(s), director(s), employee(s), contractor(s), associate(s), and representative(s) from any responsibility or liability whatsoever concerning any photos or videos generated from the Photographic Services or their distribution.

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

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