No Liability; Indemnification Clause Samples

No Liability; Indemnification. This Assignment and its acceptance by Assignee shall not impose any liability on Assignee for any default by Assignor under the Contracts occurring prior to the Effective Date. Assignor shall indemnify, protect, defend and hold Assignee harmless from any and all losses, demands, damages, claims, liabilities, costs and expenses, including, but not limited to, reasonable attorneys’ fees arising out of or in connection with any default by Assignor under the Contracts occurring prior to the Effective Date. Assignee shall indemnify, protect, defend and hold Assignor harmless from any and all losses, damages, claims, liabilities, costs and expenses including, without limitation, reasonable attorneys’ fees, arising out of or in connection with any default by Assignee under the Contracts that occurs after the Effective Date. Subject to the provisions of Section 6.3 of the Purchase Agreement, the mutual indemnities set forth in this paragraph shall survive the execution of this Assignment.

No Liability; Indemnification. Neither party shall have any responsibility or liability to the other party in the event that any negotiations authorized hereunder do not result in an agreement or with respect to the terms or provisions of any agreement with * entered into in accordance with the terms provided herein. Neither party shall have any liability to the other party in the event of a breach, default, or termination of any Will Carry Agreement or Affiliation Agreement. Each party shall indemnify and hold the other party harmless from and against any and all claims by third parties, and any liabilities, costs and expenses (including attorneys’ fees) relating thereto, arising from such party’s actions in the performance of this Agreement. The provisions of this Paragraph 6 shall * This information has been redacted pursuant to a request for confidential treatment submitted to the SEC on May 2, 2008. We have filed the redacted material separately with the SEC. survive termination of this Agreement and/or termination or rescission of the authorizations granted herein.

No Liability; Indemnification. Neither party shall have any responsibility or liability to the other party in the event that any negotiations authorized hereunder do not result in an agreement, or with respect to the terms or provisions of any agreement with a MVPD entered into in accordance with the terms provided herein. Neither party shall have any liability to the other party in the event of a breach, default or termination of any Network Agreement (including any retransmission consent provisions relating thereto). Each party shall indemnify and hold the other party harmless from and against any and all claims by third parties, and any liabilities, costs and expenses relating thereto, arising from such party’s actions in the performance of this Agreement. The provisions of this Section 6 shall survive termination of this Agreement and/or termination or rescission of the agency authorizations granted herein.

No Liability; Indemnification. (a) The Lender shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower by the Lender (which shall automatically be deemed to be without recourse to the Lender in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender shall not be deemed to have assumed any obligation or liability to any supplier or account debtor or to any other Person. The Borrower hereby agrees to indemnify and defend the Lender and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Section 11.10 (a). (b) The Borrower hereby agrees to indemnify and defend the Lender and to hold the Lender and each of its respective officers, directors, attorneys, agents and employees harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents. (c) The Borrower agrees to indemnify and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender in respect of any transaction effected under this Agreement or in connection with the Lien provided for herein, including, without limitation, any taxes payable in connection with the delivery or registration of any of the Collateral as provided her...

No Liability; Indemnification. This Assignment and its acceptance by Assignee shall not impose any liability on Assignee for any default by Assignor under the Hotel Agreements occurring prior to the Effective Date. Assignor shall indemnify, protect, defend and hold Assignee harmless from any and all losses, demands, damages, claims, liabilities, costs and expenses, including, but not limited to, attorneys’ fees arising out of or in connection with any default by Assignor under the Hotel Agreements occurring prior to the Effective Date. Assignee shall indemnify, protect, defend and hold Assignor harmless from any and all losses, damages, claims, liabilities, costs and expenses including, without limitation, attorneys’ fees, arising out of or in connection with any default by Assignee under the Hotel Agreements that occurs after the Effective Date.

No Liability; Indemnification. The Escrow Agent shall not be liable in connection herewith except to the extent of its proven willful misconduct or gross negligence. The Escrow Parties shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys fees and disbursements, arising out of and in connection with this Agreement; provided, however, that in the event of a dispute among the Escrow Parties, the non-prevailing party shall indemnify and hold the prevailing party harmless against any and all costs and expenses (including reasonable attorneys fees) incurred by the prevailing party pursuant to the provisions hereof.

No Liability; Indemnification. The Stockholders’ Representative shall not be liable for any actions taken or omitted to be taken under or in connection with this Agreement or the Ancillary Agreement, except for such actions taken or omitted to be taken resulting from the Stockholders’ Representative’s willful misconduct or fraud. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholders’ Representative pursuant to such advice shall in no event subject the Stockholders’ Representative to liability by any Stockholder. Parent hereby acknowledges and agrees that the Stockholders’ Representative may engage the Company’s current counsel to represent the Stockholders’ Representative in matters relating to this Agreement and the Escrow Agreement and that such representation would be adverse to the interests of the Surviving Corporation. Parent and the Company hereby waive any right that Parent or the Surviving Corporation might have in the future to object to any such representation. Furthermore, each Stockholder shall be liable for, severally (and not jointly), in accordance with his, her or its Pro Rata Share, and shall indemnify the Stockholders’ Representative from and against, any loss, liabilities or expenses (including, without limitation, reasonable attorneys’ fees and expenses) paid or incurred by the Stockholders’ Representative in connection with the performance of its duties as Stockholders’ Representative, or as a result of or in the defense of any claim brought against the Stockholders’ Representative relating to the acts or omissions of the Stockholders’ Representative hereunder (however, the foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Stockholders’ Representative hereunder for its willful misconduct or fraud). The payment of such liabilities and expenses shall first be made by the Stockholders’ Representative directly from the Stockholders out of distributions to them from the Reserve, then from the Escrow Amount and thereafter the Stockholders’ Representative shall have the right to demand payment with respect to such expenses from each Stockholder severally (and not jointly) in accordance with the Stockholders’ Pro Rata Share; provided, however, that neither Parent...

No Liability; Indemnification. (a) The Authority and the Insurer and all directors, officers, agents and employees thereof, shall not be liable to the City or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on or about the Property. To the extent permitted by law, the City shall, at its expense, indemnify and hold the Authority, the Insurer and the Trustee and all directors, members, officers and employees thereof harmless against and from any and all claims by or on behalf of Person arising from the acquisition, construction, occupation, use, operation, maintenance, possession, conduct or management of or from any work done in or about the Property or from the subletting of any part thereof, including any liability for violation of conditions, agreements, restrictions, laws, ordinances, or regulations affecting the Property or the occupancy or use thereof, but excepting the negligence or willful misconduct of the persons or entity seeking indemnity. The City also covenants and agrees, at its expense, to pay and indemnify and save the Authority, the Insurer and the Trustee and all directors, officers and employees thereof harmless against and from any and all claims arising from (i) any condition of the Property and the adjoining sidewalks and passageways, (ii) any breach or default on the part of the City in the performance of any covenant or agreement to be performed by the City pursuant to this Lease Agreement, (iii) any act or negligence of licensees in connection with their use, occupancy or operation of the Property, or (iv) any accident, injury or damage whatsoever caused to any person, firm or corporation in or about the Property or upon or under the sidewalks and from and against all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any claim referred to in this Section, but excepting the negligence or willful misconduct of the person or entity seeking indemnity. In the event that any action or proceeding is brought against the Authority, the Insurer or the Trustee or any director, member, officer or employee thereof, by reason of any such claim, the City, upon notice from the Authority, the Insurer or the Trustee or such director, member, officer or employee thereof, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Authority, the Insurer or the Trustee or such director, memb...

No Liability; Indemnification. 7.2.1 MANITOBA, MHSAL, the Minister and their respective employees, agents and auditors shall not be liable or suffer loss for any claim, injury, demand or judgment of any kind whatsoever arising out of the sale, compounding, preparation, dispensing, manufacturing, labeling, consultation, communication of information on the prescribed or recognized use of medication, use of any medication or any service provided, records made or pharmacological study of such records preferred, by the PHARMACY OWNER pursuant to this Agreement. 7.2.2 Regardless of the insurance coverage required in this Section 7.0, the PHARMACY OWNER shall fully indemnify, defend and hold harmless MANITOBA, MHSAL, the Minister and their respective employees, agents and auditors from and against the following: (a) the full amount of any losses, expenses, claims demands, damages, judgments, awards, or costs arising out of or attributable to any of the foregoing; and (b) any claims or demands brought by any Beneficiary or his or her Eligible Dependant or other parties in respect of (i) any payment made by MHSAL to the PHARMACY OWNER pursuant to this Agreement; (ii) the delivery of Pharmacy Services; and (iii) any liability or expense arising from any claim or proceeding resulting from any act or omission, or any breach of this Agreement, by the PHARMACY OWNER or by its employees, agents or contractors.