Lawsuits and Indemnification Article XXII Miscellaneous Clause Samples

The 'Lawsuits and Indemnification' clause establishes the parties' responsibilities regarding legal claims and the protection of one party from certain liabilities arising from the agreement. Typically, this clause outlines procedures for handling lawsuits, including notification requirements and the process for defending against third-party claims, as well as specifying which party must compensate the other for losses or damages resulting from specific actions or breaches. Its core function is to allocate risk between the parties and ensure that liability for legal disputes is clearly defined, thereby reducing uncertainty and potential financial exposure.
Lawsuits and Indemnification Article XXII Miscellaneous. Exhibit A Project Description Exhibit B Deliverables or Milestones Exhibit C Contact Information Exhibit D Performance Measures and Standards Exhibit E Specific Conditions
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Lawsuits and Indemnification Article XXII Miscellaneous. Exhibit A Project Description Exhibit B Deliverables or Milestones Exhibit C Contact Information Exhibit D Performance Measures and Standards Exhibit E Specific Conditions The Parties or their duly authorized representatives hereby execute this Agreement. Illinois Department of Transportation County of McHenry
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Lawsuits and Indemnification Article XXII Miscellaneous. Exhibit A Project Description Exhibit B Deliverables or Milestones Exhibit C Contact Information Exhibit D Performance Measures and Standards Exhibit E Specific Conditions The Parties or their duly authorized representatives hereby execute this Agreement. ILLINOIS CRIMINAL JUSTICE INFORMATION AUTHORITY Lake County
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Lawsuits and Indemnification Article XXII Miscellaneous. Exhibit A Project Description Exhibit B Deliverables or Milestones Exhibit C Contact Information Exhibit D Performance Measures and Standards Exhibit E Specific Conditions The Parties or their duly authorized representatives hereby execute this Agreement. ILLINOIS DEPARTMENT OF COMMERCE AND ECONOMIC OPPORTUNITY GOTION, INC.
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Related to Lawsuits and Indemnification Article XXII Miscellaneous

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree