INDEMNIFICATION CLAUSE definition

INDEMNIFICATION CLAUSE. The high school shall defend and indemnify MCC against any and all claims, costs, damages, fees, or injuries to persons or property of whatsoever kind or nature arising from acts of the high school, its employees or agents, in the course of their activities under this agreement. Notwithstanding the foregoing, MCC shall remain liable for direct damages resulting from its own direct negligence. CONTACT PERSON: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Pre-Collegiate Partnerships Director, will serve as the responsible administrator of this agreement for MCC. FIRST LAST NAME will serve as the representative for ABC Central School District. TERMINATION: Either party may cancel this agreement by giving 30 days’ written notice. MCC may terminate this agreement in whole or in part if the high school defaults in performance of the services required hereunder. Upon termination, MCC may take over the services to be performed and complete them in the manner MCC deems best, at the discretion of MCC. The high school shall be liable to MCC for any excess cost occasioned thereby and any other outstanding costs.
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Examples of INDEMNIFICATION CLAUSE in a sentence

  • SUBJECT TO THE INDEMNIFICATION CLAUSE (Section 16) HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF IT HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

  • THE PARTIES AGREE AND ACKNOWLEDGE THAT THIS INDEMNIFICATION CLAUSE COMPLIES WITH THE EXPRESS NEGLIGENCE RULE, IF APPLICABLE, AND IS CONSPICUOUS.

  • THIS INDEMNIFICATION CLAUSE IS VALID ONLY TO THE EXTENT PERMITTED BY THE LAWS AND CONSTITUTION OF THE STATE OF TEXAS, PARTICULARLY SECTION 7 OF ARTICLE XI OF THE TEXAS CONSTITUTION, AND WITH THE MUTUAL UNDERSTANDING THAT THE PARTIES ARE POLITICAL SUBDIVISIONS OF THE STATE OF TEXAS AND THAT THIS EXECUTORY INDEMNITY OBLIGATION CANNOT BE PAID FROM CURRENT REVENUES AND THAT NO TAX NOR INTEREST AND SINKING FUND HAS BEEN SET, ADOPTED OR ESTABLISHED FOR THE PAYMENT OF THIS EXECUTORY INDEMNITY OBLIGATION.

  • THIS INDEMNIFICATION CLAUSE SHALL SURVIVE THIS AGREEMENT AND BE ENFORCEABLE AS A SEPARATE AGREEMENT IN THE EVENT ITS SURVIVAL AND ENFORCEMENT BECOME NECESSARY.

  • IF FOR ANY REASON YOU CANNOT ALLOW ANOTHER PARTY TO DEFEND IT (SUCH AS UNDER 28 USC 516), ATLASSIAN WILL HAVE NO OBLIGATION UNDER THIS INDEMNIFICATION CLAUSE TO YOU.

  • THIS INDEMNIFICATION CLAUSE IS NOT INTENDED TO CONVERT A CLAIM BASED SOLELY UPON A BREACH OF CONTRACT THEORY INTO A TORT CLAIM.

  • YOU HAVE THE RIGHT TO HAVE AN ATTORNEY REVIEW THIS INDEMNIFICATION CLAUSE.

  • IT IS EXPRESSLY AGREED THAT THIS INDEMNIFICATION CLAUSE APPLIES TO BOTH THIRD-PARTY CLAIMS AND CLAIMS BETWEEN AN INDEMNITEE AND LESSEE.

  • IT IS EXPRESSLY AGREED THAT THIS INDEMNIFICATION CLAUSE APPLIES TO BOTH THIRD-PARTY CLAIMS AND ALL CLAIMS BETWEEN LESSOR AND LESSEE.

  • EXCEPT UNDER THE INDEMNIFICATION CLAUSE, NEITHER COMPANY NOR DEALER IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, AS A RESULT OF ANY DEFAULT OR BREACH OF THIS AGREEMENT OR THE TERMINATION OR NON-RENEWAL OF THIS AGREEMENT OR ANY OTHER EVENT, CONDUCT, ACT OR OMISSION ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT, STATUTE OR OTHERWISE.

Related to INDEMNIFICATION CLAUSE

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

  • 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 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 Claim has the meaning set forth in Section 10.3.

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