Liability of the Parties Indemnification Sample Clauses

Liability of the Parties Indemnification. (a) Company is not responsible to Distributor or to anyone else for any losses, damages, claims, fines, assessments, penalties, suits and costs, litigation, or actions of any kind, (including without limitation disease, injury, or death of persons, or damage to or loss of property), occurring in connection with the operation of Distributor's business, the hazardous nature of Motor Fuel and other products involved, or as caused by the acts or omissions of Distributor. Distributor is in total control of Distributor's business and the purchase and sale of Motor Fuel and other products covered hereunder and hereby agrees to protect, indemnify and hold harmless Company from any and all losses, damages, claims, fines, assessments, penalties, suits, and costs, including reasonable attorneys' fees, which arise out of any violation of law by, and all acts and omissions of, Distributor, agents, employees, customers, and contractors, including but not limited to all parties authorized by Distributor to enter Delivery Point(s) as specified in Part 1 to receive Motor Fuel. Distributor, nevertheless, will not be responsible for (i) violations of Law by Company, (ii) failure of Company to comply with its express representations and warranties under this Agreement or (iii) acts or omissions arising from the comparative negligence of Company, its agents, or employees.
Sample 1
AutoNDA by SimpleDocs
Liability of the Parties Indemnification. Sub-adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Company or Fund in connection with the matters to which this Agreement relates, except for any loss resulting from a material breach of this Agreement by the Sub-adviser or willful misfeasance, bad faith, or gross negligence in the performance by Sub-adviser of Sub-adviser’s duties on behalf of the Company or Fund or from reckless disregard by Sub-adviser of the duties of Sub-adviser pursuant to this Agreement. Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Sub-adviser in connection with the matters to which this Agreement relates, except for any loss resulting from a material breach of this Agreement by the Adviser or willful misfeasance, bad faith, or gross negligence in the performance by Adviser of Adviser’s duties on behalf of the Company or Fund or from reckless disregard by Adviser of the duties of Adviser pursuant to this Agreement. Sub-adviser shall indemnify Adviser and hold it harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly out of the performance of services by Sub-adviser hereunder to the extent such Damages result from any willful misfeasance, bad faith, gross negligence or reckless disregard of Sub-adviser’s duties hereunder. Adviser shall indemnify Sub-adviser and hold it harmless from and against any Damages arising directly out of the performance of services by Adviser under this Agreement or the Management Agreement, in each case, to the extent such Damages result from any willful misfeasance, bad faith, gross negligence or reckless disregard of Adviser’s duties under such agreement. Under no circumstances shall a party hereto be liable to the other party, or to any other person, for any indirect, special, incidental, consequential or punitive damages arising under or in connection with this Agreement, even if previously informed of the possibility of such damages.
Sample 1
Liability of the Parties Indemnification 
Sample 1Sample 2Sample 3See All (12)

Related to Liability of the Parties Indemnification

  • Liability of the Parties 5.1. The Parties shall be liable for non performance or improper performance of their obligations under this Agreement in accordance with the legislation of the Russian Federation.

  • Seller’s Indemnification Obligations (a) In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 11.1, Seller releases, and shall indemnify, defend and hold harmless Buyer, and Xxxxx’s directors, officers, employees, agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, penalty, fine or expense of any kind or nature (including any direct, damage, claim, cost, charge, demand, or expense, and attorneys’ fees (including cost of in- house counsel) and other costs of litigation, arbitration or mediation, and in the case of third-party claims only, indirect or consequential loss or damage of such third-party), arising out of or in connection with:

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.

  • Tenant’s Indemnification Tenant shall indemnify Landlord and Landlord’s managing agent from any and all claims, losses, liabilities, costs, expenses and damages, including attorneys’ fees, costs of testing and remediation costs, incurred by Landlord in connection with any breach by Tenant of its obligations under this Article 15. The covenants and obligations under this Article 15 shall survive the expiration or earlier termination of this Lease.

  • Waiver and Indemnification Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Liability Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • LIABILITIES AND INDEMNIFICATION SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with:

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person 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 believed to be within the scope of 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, willful misconduct or willful breach of this Agreement.

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