lndemnification Sample Clauses
The indemnification clause requires one party to compensate the other 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 damages resulting from a party's negligence or breach of contract, and outlines the process for making indemnity claims. Its core practical function is to allocate risk between the parties, ensuring that the party responsible for causing harm bears the financial consequences, thereby protecting the other party from unexpected costs.
lndemnification. The Company shall indemnify, defend and hold the Paying Agent and its directors, officers, employees and agents (collectively with the Paying Agent, the “Indemnitees”) harmless from and against every loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket expenses, and reasonable legal fees and expenses, (collectively, “Losses”), that may be imposed on, incurred by, or asserted against, any lndemnitee for or in respect of its (1) execution and delivery of this Agreement (2) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Paying Agent is authorized to rely pursuant to the terms of this Agreement and (3) performance under this Agreement, except in the case of such performance only and with respect to any Indemnitee to the extent that the Loss resulted from such Indemnitee’s gross negligence or willful misconduct. The provisions of this Section 7 shall survive the resignation or removal of the Paying Agent and the termination of this Agreement for any reason.
lndemnification. To the fullest extent permitted by Applicable Law, Tenant hereby agrees to defend (with attorneys acceptable to Landlord), indemnify, protect and hold harmless Landlord and Landlord’s Agents and any successors to all or any portion of Landlord’s interest in the Premises and their directors, officers, partners, managers, members, employees, authorized agents, representatives, affiliates and Mortgagees, from and against any and all damage, loss, claim, liability and expense, including, but not limited to, actual attorneys’ fees and legal costs, incurred directly or indirectly by reason of any claim, suit or judgment brought by or on behalf of (i) any person or persons for damage, loss or expense due to, but not limited to, personal or bodily injury or property damage sustained by such person or persons which arise out of, are occasioned by, or are in any way attributable to the use or occupancy of the Premises or the acts or omissions of the Tenant or ▇▇▇▇▇▇’s Agents in or about the Premises, the Property or the Building (including, but not limited to, any Event of Default hereunder), or (ii) Tenant or Tenant’s Agents for damage, loss or expense due to, but not limited to, personal or bodily injury or property damage which arise out of, are occasioned by, or are in any way attributable to the use of any of the Common Area, except to the extent caused by the negligence or willful misconduct of Landlord.
lndemnification. Subgrantee shall defend, indemnify and hold harmless GGBHTD, its board members, representatives, agents, officers and employees from and against all claims, injury, suits, demands, liability, losses, damages and expenses, whether direct or indirect (including any and all costs and expenses in connection therewith), incurred by reason of any act or failure to act of Subgrantee, its officers, employees or agents, or subgrantees or any of them in carrying out this Agreement or the Project This indemnification shall survive termination of this Agreement.
lndemnification. The Lender specifically acknowledges that the Corporation will be making representations and warranties regarding the Eligible Loans to be Financed as part of the proposed public offering of Obligations of the Corporation (including without limitation Obligations to be issued under the Indenture) based in part on the accuracy of the Lender's representations and warranties in this Agreement. The Lender agrees to indemnify and save the Trustee and the Corporation, the nonprofit corporation formerly known as Student Loan Finance Corporation and the underwriters or dealers for said obligations harmless of, from and against any and all loss, cost, damage or expense, including reasonable attorneys' fees, incurred by reason of any breach of the Lender's warranties or representations hereunder or any false or misleading representations of the Lender or any failure to disclose any matter which makes the warranties and representations herein misleading or any inaccuracy in any information furnished by the Lender in connection herewith.
lndemnification. Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party (the "Indemnified Party") and its respective entities, employees, officers, directors, and other representatives ( collectively, the "Indemnified Parties") from and against anyand all losses, costs, expenses (including reasonable legal fees and expenses such as for attorneys, experts, and consultants, and reasonable out - of - pocket costs, and interest), penalties, fines, judgments, settlements, damages (of all types including special damages), or liabilities ( collectively, "Losses"), suffered or incurred by any of them in connection with any claim, cause of action, or other legal assertion, brought or threatened to be brought by a third party, or any investigation, examination, or proceeding of a Governmental Authority, or any request by a third party for reimbursement or compensation ( each a "Claim"), where such Claim arises out of or alleges any of the following : (i) any acts or omissions of the Indemnifying Party or a Service Provider that constitute a breach of Section 7 (Representations and Warranties) or any other representations or warranties made under this MSA or the SLA ; (ii) the Indemnifying Party's or a Service Provider's failure to pay any withholding Taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received pursuant to this MSA or the SLA ; (iii) the lndemtrifying Party's or a Service Provider's fraud, fraudulent misrepresentation, gross negligence, or willful misconduct; (iv) any acts or omissions of the Indemnifying Party or its Service Providers that cause any loss, theft, impairment, unauthorized use or access of, damage to, or other loss of any bitcoin in a Bitcoin Chivo Wallet ; (v) any acts or omissions of the Indemnifying Party or its Service Providers that cause any loss, theft, impainnent, unauthorized use or access of, damage to, or other loss due to the malfunctioning or lack of service of any Republic ATM ; or (vi) a Data Breach (collectively (i) - (vi), "Claims"), in addition to any other claims defined as "Claims" in the SLA. The Indemnified Party will give prompt notice of any Claims to the indemnifying Party . An Indemnified Party may participate in the defense of any Claims with counsel of its own choosing, at its own cost and expense . The Indemnifying Party will not settle any Claims without the Indemnified Party's prior written consent, which will not be u...
lndemnification the INSTRUCTOR shall indemnify and hold harmless and defend the Board of County Commissioners of the County of Tulsa, and their respective agents, servants, and employees from and against any and all claims, liability, losses, or causes of action which may arise from any and all claims and causes of action brought in relation to services, acts, and/or omissions of the INSTRUCTOR during the performance of the INSTRUCTOR'Sservicesunder this Agreement.
lndemnification. The Lender specifically acknowledges that the Corporation will be making representations and warranties regarding the Eligible Loans to be Financed as part of the proposed offering of Obligations of the Corporation (including without limitation Obligations to be issued under the Indenture) based in part on the accuracy of the Lender's representations and warranties in this Agreement. The Lender agrees to indemnify and save the Trustee and the Corporation harmless of, from and against any and all loss, cost, damage or expense, including reasonable attorneys' fees, incurred by reason of any breach of the Lender's warranties or representations hereunder or any false or misleading representations of the Lender or any failure to disclose any matter which makes the warranties and representations herein misleading or any inaccuracy in any information furnished by the Lender in connection herewith.
lndemnification. Tenant shall indemnify, defend and hold Landlord and Landlord’s Parties harmless from all actions (including, without limitation, remedial or enforcement actions of any kind, and administrative or judicial proceedings and orders or judgments), costs, claims, damages (including punitive damages), expenses (including attorneys’, consultants’ and experts’ fees and court costs), amounts paid in settlement, fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief, liabilities or losses arising from a breach of this Article 17 by Tenant, its agents, employees, contractors, affiliates, sublessees or invitees.
lndemnification. Distributor shall indemnify. defend, and hold EcoLogic and its members, officers, directors, agents and employees harmless against any and all claims, demand, losses and suits. Including reasonable attorney·s fees, which EcoLogic and its members, officers, director. agents and employees may incur resulting from any act or omission of any kind by Distributor or Distributor’s agents. employees, officers. and directors arising from or related In any way to Distributor’s activities in the course of performance of the services to be provided under this Agreement or from Distributor’s breach of any provision of this Agreement. Distributor shall also be solely responsible and liable for the hiring, compensation. termination, payment of all wages, commissions, bonuses. unemployment taxes, withholding taxes, Medicare, social security and any other state or federal expenses for maintaining any of Its employees, or Independent Distributors, and Distributor shall Indemnify and hold EcoLogic harmless from and agent any injuries, claims, actions or proceedings arising from the employment relationship of such employees or Distributor’s contract with independent Distributors.
lndemnification. At a minimum, Visit Orlando expects the firm selected to indemnify, defend, and hold harmless Visit Orlando and its affiliates against third party claims arising out of firm's acts or omissions.