Member’s Indemnity Sample Clauses

Member’s Indemnity. To the extent permitted under applicable state law, Member will indemnify, defend and hold PAEA and its officers, directors, employees, agents, attorneys, representatives, successors and assigns harmless from and against any and all Losses arising out of any claim, actions, or proceeding based directly or indirectly on Member’s use or administration of the PAEA Assessment Exams, Member’s provision of Personal Data to PAEA in connection with the PAEA Assessment Exams, Member’s use of Assessment Scores, Member’s decisions regarding testing accommodations requested by any Student in relation to the PAEA Assessment Exams, Member’s provision and/or implementation and/or delivery of testing accommodations to any Student who takes the PAEA Assessment Exams, and any Member act or omission related to Member’s use of the PAEA Assessment Exams and/or Assessment Scores. Member’s indemnity will include Member’s grant or refusal of accommodations for Students representing themselves as disabled and PAEA’s compliance with the accommodations approved by Member, provided that PAEA complies with Member’s instructions. If Member is a public institution and applicable state law prohibits Member from indemnifying contractual counterparties, then the foregoing terms of this paragraph shall not apply to Member.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Member’s Indemnity. Each Member shall indemnify, defend and hold harmless the Company, its agents and employees, and the other Members from and against any and all claims, demands, liabilities, costs, damages, expenses, and causes of action of any nature whatsoever (including reasonable attorneys’ and paralegals’ fees and costs before and at trial and at all appellate levels) arising out of or attributable to any inaccuracy in, or breach of, any representation, warranty or covenant of such Member contained in this Article XX subject to the limitation on recourse set forth in Section 12.4.
Sample 1Sample 2
Member’s Indemnity. Member hereby releases, and agrees to indemnify and hold Company, FloorExpo and their respective directors, members, shareholders, officers, employees, and agents harmless from and against any and all loss, cost, damages and/or expenses (including, but not limited to, court costs and attorneys’ fees) incurred by Company, its directors, members, shareholders, officers, employees or agents regardless of whether or not legal proceedings are commenced, as a result of
Sample 1Sample 2
Member’s Indemnity. Member hereby releases, and agrees to indemnify and hold Company, FEI and their respective directors, members, shareholders, officers, employees, and agents harmless from and against any and all loss, cost, damages and/or expenses (including, but not limited to, court costs and attorneys' fees) incurred by Company, its directors, members, shareholders, officers, employees or agents regardless of whether or not legal proceedings are commenced, as a result of (i) any action or inaction of Member or any other person resulting from or in connection with the operation of Member’s business; (ii) any termination of Member's rights under this Agreement due to Member's failure to comply with, observe and perform any of the terms and provisions of this Agreement, the Company's Articles of Incorporation, By-Laws, and policies. Notwithstanding the foregoing, Member’s indemnification obligations shall not apply to the extent any such claim or expense is directly caused by Company’s gross negligence or wilful misconduct.
Sample 1
Member’s Indemnity. Buyer shall have received from Seller an indemnity in substantially the form of Exhibit 11.11, duly executed by each of Seller's members, together with one or more legal opinions of the members' respective legal counsel as to the respective member's due execution and authorization of that indemnity and the enforceability thereof as to such member upon and in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and general principles of equity.
Sample 1
Member’s Indemnity. (a) The Member indemnifies The Rumbl for all losses suffered by The Rumbl as a result of the Member’s failure to comply fully with the terms of this Agreement (Failure).
Sample 1
Member’s Indemnity. (a) If the Company becomes liable for any reason under a law to make a payment:
Sample 1
AutoNDA by SimpleDocs
Member’s Indemnity 
Sample 1

Related to Member’s Indemnity

  • Seller’s Indemnity (a) Seller shall and hereby agrees to indemnify and hold Buyer and its officers, directors, employees, and affiliates (each a “Buyer Indemnitee”) harmless from and against any and all Losses actually incurred by a Buyer Indemnitee, arising out of, attributable to, or in connection with: (i) any breach of a representation or warranty made by Seller in this Agreement or any certificate delivered pursuant to any Section hereof; (ii) any breach by Seller of any covenant or obligation of Seller hereunder; (iii) any Excluded Liabilities or related to any Excluded Assets; (iv) any and all liabilities and obligations of Seller of any nature relating to the Designated Assets or the operation of the Clinical Lab Services Business which are incurred or arise prior to 11:59am ET on the Closing Date; and (v) any and all actions, suits, proceedings, demands, assessments, or judgments, costs, and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing (i) through (iv), and the enforcement thereof. (b) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnify any Buyer Indemnitee, and shall not have any liability under sub-clause (i) of Section 9.02(a) (other than in respect of any Fundamental Representations of Buyer): (i) unless the aggregate of all Losses in respect of any claim or series of related claims for which Seller would, but for this sub-clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to the De Minimis Threshold; (ii) unless the aggregate of all Losses for which Seller would, but for this sub- clause (ii), be liable thereunder exceeds on a cumulative basis an amount equal to the Basket Amount, in which event Seller shall be responsible for the aggregate amount of all Losses; (iii) for any amounts in excess of the Cap. For avoidance of doubt, the limitations on indemnify in this Section 9.02(b) shall apply only to the general representations and warranties set out in this agreement, and shall not apply to breaches of Fundamental Representations or any other indemnity categories such as covenants, excluded liabilities, etc. (c) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnity any Buyer Indemnitee, and shall not have any liability hereunder for amounts, in the aggregate, in excess of the Purchase Price (including claims based on a breach of Fundamental Representations of Seller). -24

  • Purchaser’s Indemnity Subject to Section 13, Purchaser agrees that it shall indemnity, defend and hold harmless the Power Producer, its permitted successors and assigns and their respective directors, officers, employees, contractors, sub-contractors, and agents (collectively, the "Power Producer indemnified Parties") from and against any and all Losses incurred by the Power Producer Indemnified Parties to the extent arising from or out of any claim for or arising out of any injury to or death or any Person or loss or cl6mage to property of any Person to the extent arising out of Purchaser's negligence or willful misconduct. Purchaser shall not, however, be required to reimburse or indemnify any rowel Producer Indemnified Party for any Loss to the extent such Loss is due to the negligence or willful misconduct of any Power Producer Indemnified Party.

  • Buyer’s Indemnity Buyer shall indemnify, defend and hold Seller harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees), due to Buyers operation of the Property from and after Closing. The indemnification obligations of Buyer shall be repeated at and shall survive the Closing.

  • Waivers; Indemnity The failure of Silicon at any time or times to require Borrower to strictly comply with any of the provisions of this Agreement or any other Loan Document shall not waive or diminish any right of Silicon later to demand and receive strict compliance therewith. Any waiver of any default shall not waive or affect any other default, whether prior or subsequent, and whether or not similar. None of the provisions of this Agreement or any other Loan Document shall be deemed to have been waived by any act or knowledge of Silicon or its agents or employees, but only by a specific written waiver signed by an authorized officer of Silicon and delivered to Borrower. Borrower waives the benefit of all statutes of limitations relating to any of the Obligations or this Agreement or any other Loan Document, and Borrower waives demand, protest, notice of protest and notice of default or dishonor, notice of payment and nonpayment, release, compromise, settlement, extension or renewal of any commercial paper, instrument, account, General Intangible, document or guaranty at any time held by Silicon on which Borrower is or may in any way be liable, and notice of any action taken by Silicon, unless expressly required by this Agreement. Borrower hereby agrees to indemnify Silicon and its affiliates, subsidiaries, parent, directors, officers, employees, agents, and attorneys, and to hold them harmless from and against any and all claims, debts, liabilities, demands, obligations, actions, causes of action, penalties, costs and expenses (including reasonable attorneys' fees), of every kind, which they may sustain or incur based upon or arising out of any of the Obligations, or any relationship or agreement between Silicon and Borrower, or any other matter, relating to Borrower or the Obligations; provided that this indemnity shall not extend to damages proximately caused by the indemnitee's own gross negligence or willful misconduct. Notwithstanding any provision in this Agreement to the contrary, the indemnity agreement set forth in this Section shall survive any termination of this Agreement and shall for all purposes continue in full force and effect.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Seller’s Indemnities The Seller will, except in the case of gross negligence or wilful misconduct of the Buyer, its directors, officers, agents and/or employees, be solely liable for and will indemnify and hold the Buyer, its Affiliates and each of their respective directors, officers, agents, employees and insurers harmless against all losses, liabilities, claims, damages, costs and expenses, including court costs and reasonable attorneys’ fees (“Losses”), arising from:

  • Buyer’s Indemnification Provided that the Closing occurs, Buyer shall release, defend, indemnify and hold harmless the Seller Indemnitees from and against any and all Losses suffered by such Seller Indemnitees arising out of or related to:

  • 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:

  • Lenders’ Indemnification Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.

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