Persons Indemnified Clause Samples

Persons Indemnified. The Indemnification Rights granted under this Article apply to each Indemnitee who was or is made a party or who is threatened to be made a party to or who is otherwise involved in any Proceeding by reason of the Indemnitee's position with the Corporation or any of its subsidiaries or with any other Entity (including, without limitation, any affiliate of the Corporation) at the request of the Corporation, in each case irrespective of whether the basis of such proceeding is alleged action in any such official capacity, in any other capacity while serving in any such official capacity or otherwise.
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Persons Indemnified. All agreements by either Troon or the City to indemnify or hold the other harmless contained in this Agreement shall inure to the benefit not only of the respective indemnitee but also to that of its and their subsidiaries and Affiliates and shall also inure to the benefit of the elected officials, directors, officers, members, managers, employees and agents of any of the foregoing.
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Persons Indemnified. Except as otherwise provided in Section 10.2 or 10.3, respectively, all agreements by either Manager or Owner to indemnify or hold the other harmless shall inure to the benefit not only of the respective indemnitee but also to that of its respective Affiliates, and shall also inure to the benefit of the directors, officers, employees, partners and agents of any of the foregoing.
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Persons Indemnified. All agreements by either Tenant or Landlord to indemnify or hold the other harmless contained in this Lease shall inure to the benefit not only of the respective indemnitee but also to its Affiliates and, if a party is a partnership, to the benefit of such party's partners, and to the directors, officers, shareholders, employees and agents of any of the foregoing.
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Persons Indemnified. All agreements by either Manager or Owner to indemnify or hold the other harmless contained in this Agreement shall inure to the benefit not only of the respective indemnitee but also to that of its and their subsidiaries and Affiliates, and shall also inure to the benefit of the directors, officers, employees and agents of any of the foregoing.
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Persons Indemnified. The foregoing agreements by the Manager or the ------------------- Company to indemnify and hold the other harmless shall inure to the benefit not only of the respective indemnitee but also to that of its respective Affiliates, and the directors, officers, employees, partners, agents and control persons (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations thereunder) of such indemnitee and its Affiliates. For purposes of this Section 6.4, neither the Manager nor any of its officers, directors, employees or stockholders shall be deemed to be an Affiliate of the Company.
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Persons Indemnified. Except as otherwise provided in Section 5.1 or 5.2, respectively, all agreements by either the Manager or NMC to indemnify or hold the other harmless shall inure to the benefit not only of the respective indemnitee but also to that of their respective affiliates, and shall also inure to the benefit of the directors, officers, managers, members, employees, partners and agents of any of the foregoing.
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Persons Indemnified. No agreement between the Parties modifying, amending, canceling or surrendering this Agreement shall be effective without the prior written consent of the Permitted Financing Assignee or, in the case of multiple Permitted Financing Assignees, the agent of those Permitted Financing Assignees. Subject to any cure periods provided to the Permitted Financing Assignee in this Agreement or in any consents to assignment, no such prior written consent is required for Alabama Power to take unilateral action under this Agreement, including (without limitation) Sections 3.2, 3.3, 3.4, 10.2, 12.2 and 12.3.
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Related to Persons Indemnified

  • Indemnified Parties Section 13.1

  • Indemnified Persons The Trustee, the Master Servicer, the Company, the Trust Fund and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

  • Custodian’s Indemnification The Servicer as custodian shall indemnify the Trust, the Owner Trustee, and the Indenture Trustee and each of their respective officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Trust, the Owner Trustee, or the Indenture Trustee or any of their respective officers, directors, employees and agents as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including, but not limited to, the cost of defending any claim or bringing any claim to enforce such indemnification or other obligations of the Servicer; provided, however, that the Servicer shall not be liable to the Owner Trustee for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Owner Trustee, and the Servicer shall not be liable to the Indenture Trustee for any portion of any such amount resulting from the willful misconduct, bad faith or negligence of the Indenture Trustee.

  • The Indemnified Person (a) shall give the Indemnifying Party notice of the Claim promptly after becoming aware thereof (including a statement of facts known to the Indemnified Person related to the Claim and an estimate of the amount thereof); (b) prior to taking any material action with respect to a Third Party Claim, shall consult with the Indemnifying Party as to the procedure to be followed in defending, settling, or compromising the Claim; (c) shall not consent to any settlement or compromise of a Third Party Claim without the written consent of the Indemnifying Party; (d) shall permit the Indemnifying Party to assume the defense of a Third Party Claim (including, except as provided below, the compromise or settlement thereof) at the Indemnifying Party’s own cost and expense, provided, however, that the Indemnified Person shall have the right to approve the Indemnifying Party's choice of legal counsel.

  • HOLD HARMLESS/INDEMNIFICATION (a) Contractor promises to and shall defend, indemnify, save, and hold harmless the indemnitees from the liabilities as defined in this section. (b) The indemnitees benefitted and protected by this promise are the Public Agency and its elective and appointive boards, commissions, officers, agents, and employees, together with any additional persons and entities, if any, listed in the Supplementary General Conditions. (c) The liabilities protected against are any and all claims, demands, causes of action, damages, costs, expenses, actual attorneys’ fees, losses, or liabilities arising out of or in connection with the actions defined below for personal injury, sickness, disease, emotional injury, death, property damage (including loss of use), trespass, nuisance, inverse condemnation, patent infringement, or any combination of these, regardless of whether or not such liability, claim, or damage was foreseeable at any time before the Public Agency approved the improvement plans or accepted the improvements as completed, and including the defense of any suit(s) or action(s) at law or equity concerning these. (d) The actions causing liability are any act or omission (negligent or non-negligent) in connection with the matters covered by this contract and attributable to the Contractor, subcontractor(s), supplier(s), trucker(s), anyone for whose acts the Contractor may be liable, or any officer(s), agent(s) or employee(s) of one or more of them. (e) The promise and agreement in this section is not conditioned or dependent on whether or not any indemnitee has prepared, supplied, or approved any plan(s), drawing(s), specification(s), or special provision(s) in connection with this work or has insurance or other indemnification covering any of these matters. (f) Except as prohibited by Civil Code Section 2782, the Contractor’s obligations under this section shall exist regardless of the existence or degree of fault of the Public Agency or any indemnitee. (g) The Contractor’s obligations under this section shall extend to claims arising after the work is completed and accepted if the claims are related to alleged acts or omissions that occurred during the course of the work. Public Agency’s inspection is not a waiver of full compliance with these requirements. (h) The Contractor and the Contractor’s insurance carrier(s) shall respond within 15 days to the tender of any claim for defense and indemnity by the Public Agency, unless this time has been extended by the Public Agency. (i) With respect to third-party claims against the Contractor, the Contractor waives all rights of any kind to express or implied indemnity against the indemnitees. (j) Nothing in this section is intended to establish a standard of care owed to any third party or to extend to any third party the status of a third-party beneficiary.