Mutual Indemnifications. The Optionor covenants and agrees with the Optionee, and the Optionee covenants and agrees with the Optionor (the Party so covenanting being referred to in this Section as the “Indemnifying Party”, and the other Party being referred to in this Section as the “Indemnified Party”) that the Indemnifying Party shall:
Mutual Indemnifications. Each party hereby agrees to defend, indemnify and hold harmless each other, and the other party’s affiliates, subsidiaries, employees, officers, directors, shareholders, attorneys and agents, from and against any and all losses, claims, liabilities, demands and expenses whatsoever, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in connection with any breach by the indemnifying party of its representations, warranties, covenants or obligations or any negligent or wrongful act of or by such party in the performance of its duties under this Agreement. All indemnities and obligations contained herein shall survive the expiration or termination of the Agreement. Each party agrees to provide the other party with prompt notice of any claim or suit within the scope of the indemnities contained in this Agreement, and to furnish all relevant facts in such party's possession or control, cooperate fully with the other party hereto in its defense of any such action, and not to settle any such matter without the other party's prior written consent, unless any such settlement contains an unconditional release from liability of the other party.
Mutual Indemnifications. 17.3.1 Subject to Clause 0, Xxxxx shall indemnify Seller against, and hold Seller harmless from, at all times after the date hereof, any and all losses, and any and all actions, claims and demands in respect of such losses, incurred, suffered, sustained, or required to be paid, directly or indirectly, by, or sought to be imposed upon, Seller for personal injury or death to persons or damage to property arising out of the negligent or intentional acts or omissions of Buyer in connection with this Agreement or relating to electrical energy at and after delivery at the Delivery Point.
Mutual Indemnifications. Each party shall be responsible for, and shall indemnify the other and hold it harmless from and against any loss, damage, or expense (including, without limitation, any loss, damage, or expense related to enforcement by the party of its property rights against third parties and reasonable attorneys' fees) incurred by the other as a result of any failure by the party, its employees or agents to maintain the confidentiality of the proprietary rights of the other party disclosed in connection with this Agreement and described above, in the manner herein provided, without regard to whether such employees or agents are acting under or contrary to the parties instructions or their contractual, employment or agency relationship with the party has been terminated.
Mutual Indemnifications. (a) From and after the Closing until expiration of the Survival Period, Seller shall indemnify Purchaser and defend and hold Purchaser harmless from and against any and all claims, demands, liabilities, costs, expenses, penalties, damages and losses, including reasonable attorneys’ fees, resulting from any misrepresentation or breach of warranty by Seller in this Agreement or in any document, certificate, or exhibit given or delivered by Seller pursuant to or in connection with this Agreement; provided however, that Seller’s liability following the Closing for any misrepresentation or breach of warranty by Seller in this Agreement or in any document, certificate, or exhibit given or delivered by Seller pursuant to or in connection with this Agreement shall not exceed the Claim Cap; provided, further, that in no event shall Seller have any liability for any such breach regarding which Purchaser had actual knowledge prior to the Closing).
Mutual Indemnifications. To the extent permitted by law, each Party agrees to indemnify and hold harmless the other parties, their officers, employees and insurers, from and against all liability, claims and demands arising out of the operation and maintenance of the Gage that are not shown to be caused by the negligence or unlawful conduct of the Party invoking indemnification. To the extent permitted by law, each Party agrees to investigate, handle, respond to, and to provide defense for and defend against any such liability, claims or demands at their expense, or, at the option of the other parties, agree to pay the other parties for the defense costs incurred by the other parties in connection with any such liability, claims or demands. To the extent permitted by law, each Party agrees to bear all other costs and expenses related thereto, including court costs and attorney fees, whether or not any such liability, claims or demands alleged are groundless, false or fraudulent. The Parties agree that this shall not to be construed as a contractual waiver of any immunities or defenses provided by the Colorado Governmental Immunity Act, C.R.S. § 00-00-000 et seq.
Mutual Indemnifications. Assignor hereby agrees to indemnify Assignee, hold it harmless, defend and protect it from and against any and all claims, demands, damages, losses, liabilities, liens, lawsuits and other proceedings, together with all costs and expenses thereof (including, without limitation, reasonable attorneys fees and court costs) arising from or connected with any act or omission with respect to the Guarantee occurring prior to the effective date of this Agreement. Assignee hereby agrees to indemnify Assignor, hold him harmless, defend and protect him from and against any and all claims, demands, damages, losses, liabilities, liens, lawsuits and other proceedings, together with all costs and expenses thereof (including, without limitation, reasonable attorney's fees and court costs) arising from or connected with any act or omission with respect to the Guarantee occurring after the effective date of this Agreement.
Mutual Indemnifications. Except as otherwise expressly ------------ ----------------------- provided in this Lease to the contrary, Landlord shall not be liable to Tenant, its agents or employees, for any damage to persons or property caused by an act, omission or neglect of Tenant, and Tenant agrees to indemnify and hold Landlord harmless from all liability and claims for any such damage. Except as otherwise expressly provided in this Lease to the contrary, Tenant shall not be liable to Landlord, its agents and employees, for any damage to persons or property caused by any act, omission or neglect of Landlord, and Landlord agrees to indemnify and hold Tenant harmless from all claims for such damage.
Mutual Indemnifications. Each of the Client and the Consultant agree that they will indemnify and hold harmless each other, their respective affiliates, control persons, officers, directors, employees and agents and each person who controls each of them within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 (the Consultant or the Client, as the case may be, and each such entity and person being hereinafter called an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, costs or expenses (including reasonable attorneys’ and accountants’ fees) as incurred, to which such Indemnified Party may become subject which are (a) related to or arise out of actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by an Indemnified Party with the Client’s or the Consultant’s consent or in conformity with the instructions of, or actions taken or omitted to be taken by the Client or the Consultant or (b) otherwise related to or arising out of each party’s action pursuant to this Agreement. The Client and the Consultant, as the case may be, also agree to reimburse each Indemnified Party within thirty (30) days of submission of an invoice with respect thereto for all expenses incurred (including fees and disbursements of counsel) in connection with the investigation of or the preparation for or defense of any pending or threatened formal or informal claim, action, investigation or other proceeding caused by or arising out of or in connection with the Consultant’s or the Client’s actions pursuant to this Agreement, whether or not the Consultant or the Client, as the case may be, is named party thereto and whether or not any liability results therefrom. The Client or the Consultant, as the case may be, will not be responsible, however, for any loss, claim, damage or liability for which indemnification is sought solely pursuant to the first sentence of this paragraph which a court of competent jurisdiction shall have determined by a final judgment to have resulted primarily from willful misconduct or gross negligence on the part of the Indemnified Party seeking indemnification hereunder. Promptly after receipt by any Indemnified Party of notice of any complaint or the commencement of any action or proceeding in connection with any matter related to a party’s activities pursuant to the letter agreement, such party will notify the Client or the Consultant...
Mutual Indemnifications. Either party to this Agreement (You, on the one hand, and SwervePay, on the other hand) will defend, indemnify, save and hold harmless the other party and the officers, directors, agents, Affiliates, distributors, franchisees and employees of the other party from any and all third-party claims, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, resulting from the indemnifying party’s material breach of any duty, representation or warranty of any Customer Agreement or these TOS, as amended. An “Indemnified Party” party’s right to indemnification is conditioned upon the following: prompt written notice to the party obligated to provide indemnification (“Indemnifying Party”) of any claim, action or demand for which indemnity is sought; control of the investigation, preparation, defense and settlement thereof by the Indemnifying Party; and such reasonable cooperation by the indemnified part, at the Indemnifying Party’s request and expense, in the defense of the claim. The Indemnified Party shall have the right to participate in the defense of a claim by the indemnifying party with counsel of the Indemnified Party’s choice at the Indemnified Party’s expense. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or consent to the entry of any judgment that makes any admissions in the Indemnified Party’s name or imposes any liability upon the Indemnified Party. Customer agrees not to use the Services in violation of any local, state or Federal laws, rules or regulations, or orders, including, but not limited to the Telephone Consumer Protection Act of 1991 (“TCPA”) and its related July 10, 2015 Omnibus Ruling, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its related Rules and Regulations, and agrees to indemnify, defend and hold SwervePay and any Affiliated Entity harmless from and against all Losses (defined below) that are incurred, suffered or paid, directly or indirectly, by any of them in connection with, arising out of or resulting from any claim alleging improper or illegal use of any of the Products and Services provided to Customer or any of Customer’s clients by SwervePay or any Affiliated Entity, including but not limited to any claims arising from following the direction of Customer for communications to its clients as to frequency of sending messages by any medium, including but not limited to text, e-mail, facsimile or paper regard...
