Indemnification for Claims. The Seller agrees to indemnify and hold harmless the Purchasers, their Affiliates, each of their officers, directors, employees and agents and their respective successors and assigns (for purposes of this subsection 5.13, the "Indemnified Parties"), from and against any losses, damages, or expenses (net of any related insurance proceeds) incurred by the Indemnified Parties due to any and all third party actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees and expenses) which are brought by or on behalf of a third party or any of its successors or assigns claiming a right to participate as a placement agent, underwriter, financial advisor, finder or broker with respect to the offering of the Securities pursuant to this Agreement, against any of the Indemnified Parties, with respect to any act or omission occurring on or before the Closing Date. The indemnification herein provided shall be provided in the manner and in accordance with the procedures set forth in Section 7.3 hereof. The indemnification provided for in this Section 5.13 shall be made notwithstanding the reference to any underwriting, placement agent, financial advisory, finder's or broker's agreement in the Schedule to the Representations and Warranties, and notwithstanding any knowledge or information which the Purchasers have with respect to any underwriting, placement agent, financial advisory, finder's or broker's agreement.
Indemnification for Claims. As used herein, the term "Claims" refers to any losses, damages, liabilities, or claims including costs or expenses (including but not limited to attorneys' fees and other expenses of investigation in defense of any such claims) which arise as a result of any breach or violation of the covenants, agreements, warrants, or representations contained in this Agreement or the Related Agreements. Any party who has breached or violated any covenant, agreement, warranty, or representation giving rise to a Claim shall be referred to as an "Indemnifying Party" and any party who has suffered or is threatened with suffering losses in connection with such a Claim shall be referred to as an "Indemnified Party." The Indemnifying Party will be obligated to indemnify the Indemnified party with respect to any Claim occasioned by a breach or violation of this Agreement or the Related Agreements on the part of the Indemnifying Party.
Indemnification for Claims. Copydan must indemnify the University for any claim made by Danish or foreign rightsholders concerning copying carried out by the University or by third parties on behalf of the University under the Agreement. It is a condition that such copying was carried out in accordance with the terms of the Agreement.
Indemnification for Claims. Executive represents and warrants that neither she nor any other Executive Releasor has previously filed, and to the maximum extent permitted by law agrees that neither she nor any other Executive Releasor will file, a complaint, charge or lawsuit against any of the Company Releasees regarding any of the Claims released herein. If, notwithstanding this representation and warranty, an Executive Releasor has filed or files such a complaint, charge or lawsuit, Executive agrees that she shall cause such complaint, charge or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge or lawsuit, including without limitation the attorneys’ fees of any party against whom an Executive Releasor has filed such a complaint, charge, or lawsuit. The immediately preceding sentence shall not apply, however, to a Claim of age discrimination under the Age Discrimination in Employment Act. Notwithstanding any other language in this Separation Agreement, the parties understand that this Separation Agreement does not prohibit Executive from filing an administrative charge with the Equal Employment Opportunity Commission or similar administrative agency. Executive, however, waives any right to monetary or other recovery should any federal, state or local administrative agency pursue claims on Executive’s behalf arising out of or relating to Executive’s employment with the Company or separation of Executive’s employment with the Company.
Indemnification for Claims. Employee represents and warrants that neither Employee nor any other Employee Releasor has previously filed, and to the maximum extent permitted by law agrees that neither Employee nor any other Employee Releasor will file, a complaint, charge or lawsuit against any of the Company Releasees regarding any of the Claims released herein. If, notwithstanding this representation and warranty, an Employee Releasor has filed or files such a complaint, charge or lawsuit, Employee agrees that Employee shall cause such complaint, charge or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining such dismissal of such complaint, charge or lawsuit, including without limitation the attorneys’ fees of any party against whom a Employee Releasor has filed such a complaint, charge, or lawsuit. The immediately preceding sentence shall not apply, however, to a Claim of age discrimination under the Age Discrimination in Employment Act. Notwithstanding any other language in this General Release, the parties understand that this General Release does not prohibit Employee from filing an administrative charge with the Equal Employment Opportunity Commission or similar administrative agency. Employee, however, waives any right to monetary or other recovery should any federal, state or local administrative agency pursue claims on the Employee’s behalf arising out of or relating to Employee’s employment with the Company or the separation of Employee’s employment with the Company.
Indemnification for Claims. 133 13.2 Notice.................................................................................. 133 13.3 Defense................................................................................. 134 13.4 Survival of Indemnifications............................................................ 135
Indemnification for Claims. Each Party shall defend, indemnify and hold harmless the other Parties and their officers, directors, employees, contractors, subcontractors, Affiliates and agents ("Related Parties") from and against any and all Third Party liabilities, claims, injuries (including death resulting therefrom), property damage, fines, penalties or assessments by any public agency, insofar as not prohibited by law, costs or expenses (including costs of defense, settlement and reasonable attorneys' fees) (collectively, "Claims") to the extent caused by the negligence or willful misconduct of the indemnifying Party or its Related Parties in connection with performance under this Agreement. The term "liabilities" in the preceding sentence, and the indemnification obligation, include any strict liability and other liability without fault, however named, asserted against the Parties indemnified.
Indemnification for Claims. The obligations and liabilities of the party owing the indemnity under Section 11.03 hereof ("Indemnitor") to the party to whom an indemnity is owed ("Indemnitee") with respect to claims for Damages resulting from the assertion of liability by third parties ("Claims"), shall be subject to the following terms:
Indemnification for Claims made by an employee for dues deductions The Association agrees to defend and indemnify the District for any unit member's allegations, claims, actions, suits, or judgments brought against the District, which arise out of payroll deductions made by District in reliance on information and notification provided to the District by the Association. The Association shall fully and promptly reimburse the District, for any fees, costs, charges, penalties or settlements incurred by the District in connection with any such disputes. (Note, shows the steps CODFA will take to show indemnification.) In defending and indemnifying the District, the Association shall have the right to select legal counsel at its sole option and expense, to control litigation strategies and decisions, and to determine whether any action or proceeding referred to above shall or shall not be compromised, resisted, defended, tried, or appealed, except to the extent that the District has a distinct and separate legal interest in the disputed matter, in which case the District will be responsible for the costs associated with its self-determined separate legal interest.
Indemnification for Claims. Indemnitor shall indemnify and hold Indemnitee harmless from any and all liability, cost, loss or damage Indemnitee may suffer or incur as a result of any claim, demand or judgment against Indemnitee arising out of a claim by a third party that constitutes a breach of any representation or warranty by NuOasis Gaming, Inc. under that certain Stock Purchase Agreement by and between NuOasis Gaming, Inc. and the shareholders of National Pools Corporation or that is due to the assertion of a claim by any third party or the attempt to collect debt by any third party purportedly due from NuOasis Gaming, Inc. and not specifically set forth in Exhibit G to such Stock Purchase Agreement or otherwise or that is due to the acquisition or disposition or management of Casino Management of America, Inc. by NuOasis Gaming, Inc. prior to May 30, 1997; provided, however, Indemnitor shall have no liability under this indemnity to the extent such loss, cost, or damage is the direct result of the actions or omissions of management of Indemnitee on and after May 5, 1997.
