Indemnity by End User Sample Clauses

Indemnity by End User. Subject to Clause 8.3, the End User is solely liable for and releases, indemnifies and will keep indemnified Aurizon Network, its directors and Aurizon Network’s Staff against all Claims of any nature suffered or incurred by or made or brought against Aurizon Network, its directors or Aurizon Network’s Staff due to or arising out of this Agreement in respect of any loss of or damage to or destruction of real or personal property (including property of Aurizon Network) or personal injury to or death of any person in each case caused by or (to the extent of the contribution) contributed to by the wilful default or any deliberate or negligent act or omission of the End User or End User’s Staff.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
Indemnity by End User. Subject to Clause 8.3, the End User is solely liable for and releases, indemnifies and will keep indemnified QR Network, its directors and QR Network’s Staff against all Claims of any nature suffered or incurred by or made or brought against QR Network, its directors or QR Network’s Staff due to or arising out of this Agreement or a Train Operations Agreement in respect of any loss of or damage to or destruction of real or personal property (including property of QR Network) or personal injury to or death of any person in each case caused by or (to the extent of the contribution) contributed to by the wilful default or any deliberate or negligent act or omission of the End User or End User’s Staff.
Sample 1Sample 2See All (4)
Indemnity by End User for personal injury and property damage Subject to clause 20,21, the End User is solely liable for, and releases, indemnifies and will keep indemnified Aurizon Network, its directors and Aurizon Network’s Staff against, all Claims of any nature suffered or incurred by, or made or brought against, Aurizon Network, its directors or Aurizon Network’s Staff in respect of:
Sample 1
Indemnity by End User. End-User will, to the fullest extent permitted by Applicable Law, indemnify Virtual Crash and its officers, directors, shareholders, employees and agents and their respective successors and assigns (collectively, the “Virtual Crash Indemnified Parties”) against and hold the Virtual Crash Indemnified Parties harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees in connection with investigating, defending, or settling any claim relating to or arising out of any acts or omissions on the part of End- User which give rise to claims against Virtual Crash Indemnified Parties by third parties (unaffiliated with Virtual Crash), provided any final settlement shall require Virtual Crash’s consent (which shall not be unreasonably withheld) if the final settlement or compromise does not provide for the unconditional and full release of the Virtual Crash Indemnified Parties or if the final settlement or compromise requires the specific performance of Virtual Crash Indemnified Parties. In all events, Virtual Crash shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing at Virtual Crash’s own cost.
Sample 1
Indemnity by End User. Subject to Clause 8.3, the End User is solely liable for and releases, indemnifies and will keep indemnified QRAurizon Network, its directors and QRAurizon Network’s Staff against all Claims of any nature suffered or incurred by or made or brought against QRAurizon Network, its directors or QRAurizon Network’s Staff due to or arising out of this Agreement or a Train Operations Agreement in respect of any loss of or damage to or destruction of real or personal property (including property of QRAurizon Network) or personal injury to or death of any person in each case caused by or (to the extent of the contribution) contributed to by the wilful default or any deliberate or negligent act or omission of the End User or End User’s Staff.
Sample 1
Indemnity by End User. End User shall, at its own expense, defend or settle any claim, suit or proceeding (“Claim”) that is instituted against KDDIA (i) by a third party to the extent such Claim alleges injury or damage caused by End User or by the negligence, intentional wrongful acts, misrepresentations, or omissions when there is a duty to act, of End User or any person for whose actions End User is legally liable; (ii) by a third party based upon any claims; warranties or representations made by End User which differ from written documentation provide by KDDIA; or (iii) by a government entity as a result of End User’s breach of any law or regulation. End User shall pay all damages awarded against KDDIA or agreed upon in settlement by End User. This indemnity is conditioned upon KDDIA (i) giving End User prompt notice in writing of such Claim or threat thereof; (ii) giving End User sole control and full authority to defend and/or settle such claim using counsel of the End User’s choice; and (iii) giving End User all the needed information and assistance, at the End User’s expense, to enable the End User to defend or settle such Claim. KDDIA may select and retain its own counsel and/or participate in the defense of any such Claim, but does so at its own expense.
Sample 1
Indemnity by End User. Subject to Clause 8.3, the End User is solely liable for and releases, indemnifies and will keep indemnified QR Network, its directors and QR Network’s Staff against all Claims of any nature suffered or incurred by or made or brought against QR Network, its directors or QR Network’s Staff due to or arising out of this Agreement in respect of any loss of or damage to or destruction of real or personal property (including property of QR Network) or personal injury to or death of any person in each case caused by or (to the extent of the contribution) contributed to by the wilful default or any deliberate or negligent act or omission of the End User or End User’s Staff. For clarification, nothing in this clause 8.1 requires the End User to indemnify QR Network for an act or omission of an Operator.
Sample 1
AutoNDA by SimpleDocs

Related to Indemnity by End User

  • Indemnity by You You will indemnify Siemens, our suppliers and contractors, and each of their respective employees, officers, directors, and representatives from and against, and, at Siemens’ option, defend Siemens from, any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees) arising from or in connection with: (i) Your Content; (ii) any violation of Laws or rights of others by your use of the Services; (iii) any breach by you of the DSA; (iv) operation, combination, or use of the Services in conjunction with any of Your Content and/or in conjunction with any Third Party software, materials, or services; (v) an adjustment or configuration of the Services made by you or a Third Party to which you facilitate or permit access to the Services, including Users; (vi) our compliance with designs, plans, or specifications provided to us by you or on your behalf; (vii) any claims by any User or any Third Party to which you facilitate or permit access to the Services; (viii) your use of Siemens’ trademarks, designations, and logos in breach of the authorization granted to you in a Specification Document; and (ix) the use of a Service for the operation of or within a High Risk System, if the functioning of a High Risk System depends on the proper functioning of a Service or a Service caused a High Risk System to fail. Section 7.1.1 shall apply mutatis mutandis.

  • Indemnity by Licensee ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ :

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Unit(s) and Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project, Unit(s), Seller’s Portfolio, or Site(s); (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates and a Customer in Seller’s Portfolio; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, Seller’s Affiliates, Customers or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Indemnity by Company Without limitation of any other indemnity provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereof.

  • Indemnification by Seller Seller shall, indemnify, defend, save and hold Purchaser, any assignee of Purchaser and their respective officers, directors, employees, agents and Affiliates (collectively, "Purchaser Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious; collectively, "Purchaser Damages") asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished at Closing pursuant hereto by Seller or any Ancillary Agreement to which Seller is or is to become a party, a breach or nonfulfillment of any covenant or agreement made by any Seller in this Agreement or in any Ancillary Agreement to which Seller is or is to become a party, and any and all liabilities of Seller of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Closing Date, except for any Assumed Liability. To the extent any Purchaser Indemnitee is entitled to collect Purchaser Damages, Purchaser shall, at its option and subject to the terms of the Escrow Agreement, be entitled to withdraw sufficient funds from the Escrow Fund pursuant to the Escrow Agreement in lieu of payment directly from Seller, and to the extent the amount due any Purchaser Indemnitee exceeds the balance of the funds held under the Escrow Agreement, Purchaser shall be entitled to collect such balance owned to Purchaser Indemnitee directly from Seller.

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnity by Tenant To the extent permitted by Law, Tenant hereby indemnifies, and agrees to protect, defend and hold the Indemnitees harmless, against any and all actions, claims, demands, liability, costs and expenses, including attorneys’ fees and expenses for the defense thereof, arising from Tenant’s occupancy of the Premises, from the undertaking of any Tenant Additions or repairs to the Premises, from the conduct of Tenant’s business on the Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any willful act or negligence of Tenant, its agents, contractors, servants, employees, customers or invitees, in or about the Premises or the Property or any part of either. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel chosen by Landlord, in Landlord’s sole discretion. Landlord reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity. The foregoing indemnity shall not operate to relieve Indemnitees of liability to the extent such liability is caused by the willful and wrongful act of Indemnitees. Further, the foregoing indemnity is subject to and shall not diminish any waivers in effect in accordance with Section 16.04 by Landlord or its insurers to the extent of amounts, if any, paid to Landlord under its “All-Risks” property insurance.

  • Indemnification and Reimbursement by Buyer Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with:

  • Indemnification by Supplier Supplier shall indemnify, defend and hold Customer and its Affiliates harmless from and against any fines and penalties (and any costs incident thereto) arising solely from Supplier's action or inaction under the terms of this Agreement. In addition, Supplier shall indemnify, defend and hold Customer harmless from and against any Damages and Claims incurred by reason of:

Time is Money Join Law Insider Premium to draft better contracts faster.