Indemnity, Etc Sample Clauses
The Indemnity clause establishes a party's obligation to compensate the other party for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this clause specifies the types of claims covered, such as third-party lawsuits or breaches of contract, and outlines the process for making indemnification claims. Its core practical function is to allocate risk between the parties, ensuring that one party is protected from specific financial harms that may result from the actions or omissions of the other.
Indemnity, Etc. In addition to the payment of expenses pursuant to this Agreement, whether or not all and/or any of the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold the Purchaser, and the Purchaser’s assignees and affiliates and their respective officers, directors, employees, agents, consultants, auditors, and attorneys of any of them (collectively called the “Indemnities”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of the SEC Reports, this Agreement and/or the other Transaction Documents, the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, the statements contained in any term sheet delivered by the Purchaser, the Purchaser’s agreement to purchase the Units, the use or intended use of the proceeds from the sale of the Units or the exercise of any right or remedy hereunder or under the other Transaction Documents (the “Indemnified Liabilities”); provided that the Company shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction by a final and non-appealable judgment. In no event shall the Purchaser and/or any of their respective employees, agents, partners, affiliates, members, equity and/or debt holders, managers, officers, directors and/or other related or similar type of Person, have any liability to the Company and/or any of its officers, directors, employees, agent, attorneys, affiliates, consultants, equity and/or debt holders except for any actions or lack of actions of such persons that are found by a court of competent jurisdiction after the time for all appeals has passed to have resulted directly from Purchaser’s intentional misconduct or gross negligence.
Indemnity, Etc. The Trustee shall be indemnified from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever) (the "Indemnified Claims") arising out of or based upon this Agreement or the actions or failures to act of the Trustee hereunder or thereunder, except to the extent such loss, liability, claim, damage or expense is caused by or results from the Trustee's gross negligence or willful misconduct (as determined by a final and unappealable order of a court of competent jurisdiction). DLJMB agrees on behalf of the Holders that it will indemnify and hold harmless the Trustee from and against any Indemnified Claims. DLJMB's obligation hereunder shall survive the transfer of all or any portions of its Shares and interests, the termination of the voting trust created hereby, or the resignation or removal of the Trustee. The Trustee shall be entitled to the prompt reimbursement for its out-of-pocket expenses (including reasonable attorneys' fees and expenses) incurred in investigating, preparing or defending against any litigation, commenced or threatened, arising out of or based upon this Agreement, or the actions or failures to act of the Trustee hereunder or thereunder, without regard to the outcome of such litigation; provided, however, that the Trustee shall be obligated to return any such reimbursement if it is subsequently determined by a final and unappealable order of a court of competent jurisdiction that the Trustee was grossly negligent or engaged in willful misconduct in the matter in question. Such expenses payable under this Section 19 shall be prorated among the Holders in accordance with their respective interests in the Shares then deposited hereunder. If a claim under this Section 19 is not paid in full within 30 days after a written claim has been submitted by the Trustee, the Trustee may at any time thereafter bring suit to recover the unpaid amount of the claim and, if successful in whole or in part, the Trustee shall be entitled to be paid also the expense of prosecuting such claims. The Trustee is authorized and empowered to construe this Agreement and its construction of the same, made in good faith, shall be final, conclusive, and binding upon all Holders and all other parties interested. The Trustee may, in its discretion, consult...
Indemnity, Etc. (a) Each Trustee (which for purposes of this Section 14 shall include any financial service or similar or related entity or business with which a Trustee is associated and any director, officer, employee, attorney or agent of such entity or business) shall be indemnified by ▇▇. ▇▇▇▇ ▇▇▇▇ and the Grantor, jointly and severally, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing for or defending against any litigation (whether or not the Trustee is a party to such litigation), commenced or threatened, any claims whatsoever) (the “Indemnified Claims”) arising out of or based upon this Voting Trust Agreement or the actions or failures to act of a Trustee hereunder, except to the extent such Indemnified Claims are caused by or result from such Trustee’s gross negligence or willful misconduct (as determined by a final and unappealable order of a court of competent jurisdiction).
(b) The Trustees shall be entitled to the prompt reimbursement by the Grantor and ▇▇. ▇▇▇▇ ▇▇▇▇ for the Trustees’ out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred in investigating, preparing for and defending against any litigation, commenced or threatened, arising out of or based upon this Voting Trust Agreement or the actions or failures to act of the Trustees hereunder; provided, that a Trustee shall be obligated to return any such reimbursement if it is subsequently determined by a final and unappealable order of a court of competent jurisdiction that the Trustee was grossly negligent or engaged in willful misconduct in the matter in question.
Indemnity, Etc. In case of compensation for indemnity and sanctions due to incorrect handling of Personal Data, articles 82 and 83 in the General Data Protection Regulation (EU) No 2016/679 apply. Penalties in accordance with Article 83 of the General Data Protection Regulation (EU) or Chapter 6. Section 2 of the Act (2018: 218) with supplementary provisions to the EU Data Protection Regulation shall be borne by the Party who has been imposed such a fee. The Recipient agrees to indemnify and hold the Biobank and/or its employees harmless from any Third Party claim, including reasonable legal fees, due to or as a result of any wrongful use, loss or damage as a result of the use, handling, storage, transport or other activities related to the Materials under this Agreement.
Indemnity, Etc. The Trustee, as such and in its individual capacity, and its directors, officers, employees and agents, shall be indemnified, defended and held harmless by BACI (on behalf of itself and the Holders) from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing for or defending against any litigation, commenced or threatened, or any claims whatsoever) (the "Indemnified Claims") arising out of, in connection with, or based upon this Agreement or the actions or failures to act of the Trustee hereunder or thereunder, except to the extent such loss, liability, claim, damage or expense is caused by or results from the Trustee's malfeasance (as determined by a final and unappealable order of a court of competent jurisdiction). BACI agrees on behalf of itself and the Holders that it will indemnify, defend and hold harmless the Trustee, as such and in its individual capacity, and its directors, officers, employees and agents, from and against any Indemnified Claims. BACI's obligation hereunder shall survive the transfer of all or any portions of its respective shares and interests, the termination of the voting trust created herein, or the resignation, removal or other cessation of service of the Trustee. The Trustee, as such and in its individual capacity, shall be entitled to the prompt reimbursement from BACI for its out-of-pocket expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in investigating, preparing for or defending against any litigation, commenced or threatened, arising out of or based upon this Agreement, or the actions or failures to act of the Trustee hereunder or thereunder, without regard to the outcome of such litigation; provided, however, that the Trustee shall be obligated to return such reimbursement insofar as it is subsequently determined by a final and unappealable order of a court of competent jurisdiction to have been incurred by the Trustee as a result of the Trustee's malfeasance in the matter in question. Such expenses payable under this Section 22 shall be prorated among the Holders in accordance with their respective interests in the Shares then deposited hereunder. If a claim under this Section 22 is not paid in full within 30 days after a written claim has been submitted by the Trustee, the Trustee may at any time thereafter bring suit to recover the unpaid amo...
Indemnity, Etc. The Trustee shall be indemnified by CS Securities from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever) (the “Indemnified Claims”) arising out of or based upon this Agreement or the actions or failures to act of the Trustee hereunder or thereunder, except to the extent such loss, liability, claim, damage or expense is caused by or results from the Trustee’s negligence or willful misconduct (as determined by a final and unappealable order of a court of competent jurisdiction). CS Securities agrees on behalf of the Holders that it will indemnify and hold harmless the Trustee from and against any
Indemnity, Etc. The Company agrees to pay, indemnify and hold harmless the Escrow Agent from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or performance of the Escrow Agent hereunder other than any such claim, liability, cost or expense to the extent the same shall have been determined by final, unappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Escrow Agent.
Indemnity, Etc. The Company and A▇▇▇▇, jointly and severally, agree to indemnify, pay and hold the Purchaser, and the Purchaser’s Affiliates and their respective officers, directors, employees, agents, consultants, auditors, and attorneys of any of them (collectively called the “Indemnitees”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) that may be imposed on, incurred by, or asserted against that Indemnitee, in any manner relating to or arising out of this Agreement and/or the other Transaction Documents or the consummation of the transactions contemplated by this Agreement and/or the other Documents (the “Indemnified Liabilities”). In no event shall the Purchaser and/or any of its employees, agents, partners, Affiliates, members, equity and/or debt holders, managers, officers, directors and/or other related or similar type of Person, have any liability to the Company and/or any of its officers, directors, employees, agent, attorneys, Affiliates, consultants, equity and/or debt holders except for any actions or lack of actions of such Persons that are found by a court of competent jurisdiction after the time for all appeals has passed to have resulted directly from such Person’s willful misconduct or gross negligence.
Indemnity, Etc. 7.1 You agree to indemnify, and keep indemnified NCVS against all losses, costs, claims, expenses, demands and liabilities whatsoever (including without limitation, reasonable legal costs incurred on a solicitor-client basis, fines and penalties and interest) incurred, received, or suffered by NCVS as a result of:
a) an act or omission (including without limitation any breach of a duty of care or any infringement of rights) by your organisation or any of its officers, employees, contractors, agents, trainees, volunteers, successors or assignees or any other persons involved in the management of your organisation (collectively referred to as ‘Your Personnel’) in connection with or in respect of or in consequence of the undertaking of any activities funded in whole or in part by the Grant; or
b) a breach of this Agreement by your organisation or any of Your Personnel; or
c) a breach of the law by your organisation or by any of Your Personnel acting in such capacity; or
d) without prejudice to the generality of paragraphs a), b) and c) above, any claim, proceedings or action brought or threatened against NCVS and/ or any of its personnel or elected members by any third party arising from any occurrence referred to in paragraphs a), b) or c) above.
7.2 NCVS shall not be liable, whether in contract, tort (including negligence), restitution or otherwise, for any loss of profit, goodwill, business, business opportunity or anticipated saving, or any other special, indirect, or consequential damage or loss suffered by you that arises under or in connection with this Agreement.
7.3 For the avoidance of doubt, nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other matter for which it would be unlawful for either Party to exclude or limit or attempt to exclude or limit its liability.”
Indemnity, Etc. 1. In the event that SMBC Trust Bank has examined with reasonable care a signature or seal appearing on checks, withdrawal request forms, or forms of various notifications, or personal identification number inputted through equipment such as a telephone or a PIN PAD, against the signature, seal or personal identification number registered with SMBC Trust Bank, and has treated each of them as corresponding with those registered, SMBC Trust Bank shall not be liable for any loss or damage, or costs or expenses, incurred by the Depositor as a result of said forms, etc. being forged or counterfeited, or if the person making the call or inputting personal identification number into the PIN PAD was not the Depositor. 2～6. (Omitted) 15.