Mutual Release Indemnification Sample Clauses

Mutual Release Indemnification. In recognition of the joint occupancy of the Subleased Premises by BRRE and BRG MANAGER (and, as applicable, a Permitted Designee), subject to the other terms hereof (including, without limitation the provisions of Sections 8, 13 or 15), each Party covenants and agrees to release the other Party from all Claims of any nature whatsoever arising out of (i) the injury to or death of any person or damage to property, in, upon, or at the Subleased Premises; (ii) such Party’s use and occupancy of the Subleased Premises or the business conducted by such Party therein; (iii) any act by such Party or its Indemnitees (as defined below) relating to the Subleased Premises; and (iv) the breach by such Party of any of its covenants hereunder. The foregoing notwithstanding, such release of Claims shall not apply to Claims (1) arising out of the gross negligence or willful misconduct of any Party or its Indemnitees, (2) asserted by Chevron or Prime Landlord, or any party claiming by, through or under, Chevron or Prime Landlord, arising out of or resulting from the actions, omissions, negligence or willful misconduct of any Party or its Indemnitees, (3) any Claims for which BRRE is liable pursuant to Section 8 above, (4) relating to the confidentiality provisions of Section 11 above or (5) resulting from a default by any Party of its express obligations hereunder (collectively, the “Unreleased Claims”), and each Party hereby agrees to defend, indemnify and hold harmless the other Party hereto and its Indemnitees from and against all Unreleased Claims. As used herein, the term “Indemnitees” shall mean, as applicable, the BRG MANAGER Indemnitees or the BRRE Indemnitees. As used herein, the term “BRRE Indemnitees” shall mean collectively the Bluerock Entities and any of the officers, trustees, directors, partners, beneficiaries, joint venturers, members and stockholders thereof.
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Mutual Release Indemnification. 58 SECTION 4.01
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Mutual Release Indemnification. (a) For and in consideration of the agreements by the parties as contained herein, the sufficiency of which is hereby acknowledged,
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Mutual Release Indemnification. (a) Effective as of the Effective Termination Time, but subject to the following provisos of this Section 1.3(a), each Party hereto, for and on behalf of itself and, to the fullest extent permitted by applicable law, its Related Parties, does hereby unequivocally release and discharge each other Party and any of their respective Related Parties, from any and all actions, causes of action, choses in action, cases, claims, suits, debts, dues, sums of money due, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, injuries, xxxxx, damages, judgments, remedies, extents, executions, demands, liens and liabilities of every kind and nature, in law, equity or otherwise, whether made directly or derivatively, and whether accrued, absolute, contingent or otherwise (collectively, “Actions”), that in any way arise from or out of, are based upon, or are in connection with or relate to the Service Agreements, including any breach, non-performance, action or failure to act under the Service Agreements or in connection therewith and the events leading up to the termination or expiration of the Service Agreements, in each case, which have been asserted Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. against a Party or any of its Related Parties or which, whether currently known or unknown, suspected or unsuspected, foreseen or unforeseen, anticipated or unanticipated, such Party or its Related Parties, or any successors or assigns thereof, ever could have asserted or ever could assert, in any capacity, against the other Parties or their respective Related Parties, in any capacity, relating to any Action from any time in connection with or relating to the Service Agreements (collectively, the “Released General Claims”); provided, however, that (i) no Party shall be released from any breach of this Agreement, including any failure to pay any amount due to another Party in accordance with this Agreement or the Final Reconciliation Statement (once it is final and binding upon the Parties in accordance with the term of this Agreement with respect to the item or amount in question), (ii) Guarantor shall not be released from any breach of the New Guaranty, including any failure to pay any amount due to ABX in accordance therewith, (iii) no Party shall be released from any Actions asserted ...
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Mutual Release Indemnification. (a) Seller hereby releases the Company, each of the Purchasers, each of their respective parents, subsidiaries, successors, predecessors and affiliates, and each of their respective directors, officers, employees, shareholders, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to (1) ownership of the Transferred Securities, (2), any facts or circumstances relating to the Company or the operation of its business which existed prior to the Effective Date, or (3) the sale of the Transferred Securities to the Purchasers, including without limitation any tax liability of the Seller; provided that the foregoing release shall not apply to (i) claims, liabilities and obligations pursuant to this Agreement, or (ii) any claim for indemnification by the Seller Released Parties expressly provided for in this Section 9. Seller hereby agrees to indemnify the Released Parties to the fullest extent permitted by applicable law and to save and hold each of them harmless from and in respect of all (a) reasonable fees, costs, and expenses, including legal fees, paid in connection with or resulting from any claim, action, or demand against the Released Parties, that arise out of or in any way relate to the breach by Seller of its representations, warranties and obligations in this Agreement, including without limitation any tax liability, and (b) any actual losses or damages (excluding any special, punitive, exemplary, incidental, consequential, indirect, lost profits, diminution in value or other losses based on “multiple of profits”, “multiple of earnings” or similar valuation methodology) resulting from such claims, actions, and demands, including amounts paid in settlement or compromise of any such claim, action or demand.
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Mutual Release Indemnification. 19 6.1. Release of Pre-Closing Claims.................................................................19
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Mutual Release Indemnification 
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Related to Mutual Release Indemnification

  • Release Indemnification (a) In further consideration of Agent’s and Lenders’ execution of this Amendment, each Credit Party, individually and on behalf of its successors (including, without limitation, any trustees acting on behalf of such Credit Party and any debtor-in-possession with respect to such Credit Party), assigns, subsidiaries and affiliates, hereby forever releases Agent and each Lender and their respective successors, assigns, parents, subsidiaries, affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, matured or unmatured, fixed or contingent (collectively, “Claims”) that such Credit Party may have against the Releasees which arise from or relate to any actions which the Releasees may have taken or omitted to take in connection with the Obligations, the Credit Agreement or the other Loan Documents prior to the date this Amendment was executed, including, without limitation, with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third parties liable in whole or in part for the Obligations, other than debts, claims, demands, liabilities, responsibilities, disputes, causes of action and obligations to the extent they result from any Releasee’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. This provision shall survive and continue in full force and effect whether or not the Credit Parties shall satisfy all other provisions of this Amendment, the Loan Documents or the Credit Agreement, including payment in full of all Obligations.

  • Release and Indemnification TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTNERSHIP AND EACH OTHER PARTNER ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS HEREBY RELEASES, ACQUITS, AND FOREVER DISCHARGES THE GENERAL PARTNER AND THE CLASS A LIMITED PARTNER, THEIR PARTNERS OR SHAREHOLDERS, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, REPRESENTATIVES, AND AGENTS AND EACH OTHER PERSON, IF ANY, CONTROLLING OR EMPLOYING SUCH PERSONS OR ENTITIES (COLLECTIVELY, THE “INDEMNITEES”) FROM ALL CLAIMS, DEMANDS, OR CAUSES OF ACTION OF ANY CHARACTER THAT SUCH PARTY MAY HAVE, WHETHER KNOWN OR UNKNOWN, AGAINST ANY INDEMNITEE IN CONNECTION WITH THE PARTNERSHIP AND/OR THE BUSINESS CONDUCTED BY THE PARTNERSHIP; PROVIDED, HOWEVER, THAT SUCH RELEASE SHALL NOT APPLY TO ACTIONS CONSTITUTING WILLFUL MISCONDUCT OR BAD FAITH. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTNERSHIP SHALL INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE FROM AND AGAINST ALL LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES, EXPENSES (INCLUDING, WITHOUT LIMITATION, COSTS OF SUIT AND ATTORNEYS’ FEES) SUCH INDEMNITEE MAY INCUR IN CONNECTION WITH THE GENERAL PARTNER’S PERFORMING ITS OBLIGATIONS HEREUNDER (INCLUDING WITHOUT LIMITATION LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES AND EXPENSES ARISING FROM, OR ALLEGED TO ARISE FROM, THE INDEMNITEE’S ACTIVE OR PASSIVE, SOLE OR CONCURRENT, NEGLIGENCE OR GROSS NEGLIGENCE), AND THE PARTNERSHIP SHALL ADVANCE EXPENSES ASSOCIATED WITH THE DEFENSE OF ANY ACTION RELATED THERETO; PROVIDED, HOWEVER, THAT SUCH INDEMNITY SHALL NOT APPLY TO ACTIONS WHICH HAVE BEEN FINALLY, WITHOUT FURTHER RIGHT TO APPEAL, JUDICIALLY DETERMINED TO CONSTITUTE WILLFUL MISCONDUCT OR BAD FAITH. IF THE INDEMNIFICATION PROVIDED FOR ABOVE IS NOT PERMITTED OR ENFORCEABLE UNDER APPLICABLE LAW OR IS OTHERWISE UNAVAILABLE OR INSUFFICIENT TO HOLD HARMLESS THE INDEMNITEES AS CONTEMPLATED ABOVE, THEN THE PARTNERSHIP SHALL CONTRIBUTE TO THE AMOUNT PAID OR PAYABLE BY THE INDEMNITEES AS A RESULT OF SUCH LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES AND EXPENSES REFERRED TO ABOVE IN SUCH PROPORTION AS IS APPROPRIATE TO REFLECT THE RELATIVE BENEFITS CONTEMPLATED TO BE RECEIVED BY THE PARTNERSHIP AND THE INDEMNITEES, RESPECTIVELY, FROM THE ACTIONS GIVING RISE TO SUCH LOSSES, COSTS, CLAIMS, LIABILITIES, DAMAGES OR EXPENSES.

  • Mutual Releases Indemnification Section 4.01 Releases.

  • 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.

  • Indemnification and Release a. The Parent and the Non-LNG Subsidiaries hereby, jointly and severally: (a) indemnify and hold harmless the Collateral Agent and the Creditor, and each of their respective officers, directors, employees, equityholders, attorneys, consultants and agents (each, a “Creditor Indemnitee”), from and against any and all claims, damages, liabilities and expenses, including, without limitation, attorneys’ fees and disbursements, which may be incurred by or asserted against any Creditor Indemnitee in any investigation, litigation, suit or action arising out of or relating to (i) the release pursuant hereto of any security interest, lien, encumbrance or other charge granted to the Collateral Agent (on behalf the Creditor), or (ii) the release of any of the LNG Parties from its respective liabilities under the Guaranty; provided, however, that the Parent and the Non-LNG Parties shall not be required to indemnify any Creditor Indemnitee from or against any portion of such claims, damages, liabilities or expenses arising out of the gross negligence or willful misconduct of such Creditor Indemnitee, as determined by a final nonappealable judgment of a court of competent jurisdiction; (b) agree to pay all costs and expenses in connection with the preparation, execution, delivery, filing and recording of this Release, Consent and Waiver, and the performance of any other acts and the execution of any other documents required to effect the release of any security interest pursuant hereto, including (without limitation) the fees and disbursements of counsel to the Collateral Agent and the Creditor; (c) agree to pay any and all stamp and other transfer or filing taxes and fees payable or determined to be payable in connection with the execution and delivery hereof or any release document pursuant hereto, and to hold each Creditor Indemnitee harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees; and (d) release each Creditor Indemnitee from any duty, liability or obligation (if any) under the Notes or any other Existing Transaction Document in respect of the LNG Property and the release of the security interests therein pursuant hereto.

  • Basic Indemnification Agreement In consideration of, and as an inducement to, the Indemnitee rendering valuable services to the Company, the Company agrees that in the event Indemnitee is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company will indemnify Indemnitee to the fullest extent authorized by law, against any and all Expenses and Losses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Losses) of such Claim, whether or not such Claim proceeds to judgment or is settled or otherwise is brought to a final disposition, subject in each case, to the further provisions of this Agreement.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

  • Exculpation and Indemnification of Escrow Agent (a) Escrow Agent is not a party to, and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts under this Agreement as a depositary only and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution of any notice given by any other party hereunder, or for the identity or authority of any person executing any such notice or depositing the Escrow Funds. Escrow Agent will have no duties or responsibilities other than those expressly set forth herein. Escrow Agent will be under no liability to anyone by reason of any failure on the part of any party hereto (other than Escrow Agent) or any maker, endorser or other signatory of any document to perform such person's or entity's obligations hereunder or under any such document. Except for this Agreement and instructions to Escrow Agent pursuant to the terms of this Agreement, Escrow Agent will not be obligated to recognize any agreement between or among any or all of the persons or entities referred to herein, notwithstanding its knowledge thereof.

  • Service Indemnifications; Survival Any indemnification provided to BNYM by the Fund in connection with any service provided under the Agreement, including by way of illustration and not limitation, indemnifications provided in connection with an Accepted Non-Standard Instruction and indemnifications contained in any agreements regarding an Exception Procedure (“Service Indemnifications”), shall survive any termination of this Agreement. In addition, Sections 4, 0, 0, 00(x), (x), (x) - (x), 00, 00, 00(x), (x), (x), (x) and (s) and provisions necessary to the interpretation of such Sections and any Service Indemnifications and the enforcement of rights conferred by any of the foregoing shall survive any termination of this Agreement. In the event the Board of the Fund authorizes a liquidation of the Fund or termination of the Agreement, BNYM may require as a condition of any services provided in connection with such liquidation or termination that the Fund make provisions reasonably satisfactory to BNYM for the satisfaction of contingent liabilities outstanding at the time of the liquidation or termination.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

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