Indemnification and Hold Harmless Agreement definition

Indemnification and Hold Harmless Agreement has the meaning set forth in Section 7(b)(xii) below.
Sample 1
Indemnification and Hold Harmless Agreement has the meaning set forth in Section 5.19.
Sample 1

Examples of Indemnification and Hold Harmless Agreement in a sentence

  • City agrees to promptly inform Indemnitor in writing of any claim that City believes to be subject to this Indemnification and Hold Harmless Agreement.

  • This Indemnification and Hold Harmless Agreement is intended to be all encompassing.

  • Participant acknowledges that he/she has read this Assumption of Risk, Release of Claims, Indemnification and Hold Harmless Agreement, understands its meaning and effect, and agrees to be bound by its terms.

  • Participant acknowledges that he/she has read this Assumption of Risk, Release of Claims, Indemnification and Hold Harmless Agreement, understands its meaning and effect, and agrees to be bound by it.

  • City agrees to promptly inform Indemnitor in writing of any claim that City believes to be subject to this Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution.

  • The Contractor's attention is directed to the following "Patent Indemnity Clause" illustrating the format and/or required wording therefore which shall be used by all manufacturers and/or suppliers, as deemed necessary by the Owner and Engineer, as an Indemnification and Hold Harmless Agreement.

  • The Contractor must provide the signed Indemnification and Hold Harmless Agreement and Certificate of Insurance from an Insurance Company authorized to do business in New Jersey.

  • The Contractor agrees to indemnify and hold harmless the City and others and to waive subrogation as set forth in the Indemnification and Hold Harmless Agreement and Waiver of Subrogation and Contribution executed concurrently herewith, a copy of which is attached hereto and incorporated herein by this reference.

  • See Section 00490, Insurance and Risk Management Provisions, Indemnification and Hold Harmless Agreement.

  • In this case, any alleged Claim shall instead be governed by the Release, Waiver, Indemnification and Hold Harmless Agreement you will be asked to sign, and which you are otherwise deemed to have agreed to be bound once we have retrieved your baggage.

Related to Indemnification and Hold Harmless Agreement

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Hold Harmless All parties hereby covenant and agree to: (1) indemnify and hold Holder harmless from and against all claims, injuries, suits and damages arising out of the performance by Holder of its duties; (2) not to xxx Xxxxxx for any decision of Holder to disburse xxxxxxx money in accordance with this Agreement. Seller warrants that Seller presently has title to said Property, and at the time the sale is consummated agrees to convey insurable title to said Property to Purchaser by Limited Warranty deed, subject only to (1) all zoning; general utility, sewer and drainage easements of record as of the Binding Agreement Date; (2) matters affecting title that would be disclosed by an accurate survey of the property, (3) Declaration of Covenants, conditions and restrictions of record on the Binding Agreement Date and (3) all taxes not yet due and payable. In the event there are leases on the property, Xxxxxxxxx agrees to assume Xxxxxx's responsibility thereunder to the tenant(s) and broker(s) who negotiated such leases. Purchaser shall have fifteen (15) days from the Binding Agreement Date to examine title and to furnish Seller a written statement of objections affecting the insurability of said title. Should Purchaser fail to furnish Seller with a written statement of objections within the time allotted, then Purchaser shall be deemed to have accepted title as is. Seller shall have forty-five

  • Indemnification Provisions means each of the Debtors’ indemnification provisions in place immediately prior to the Effective Date whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, the 2008 Bond Documents, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents and such current and former directors, officers, and managers’ respective Affiliates.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnified Parties has the meaning set forth in Section 8.2.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Indemnity Agreement means that certain Indemnity Agreement dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.