SUBROGATION AND INDEMNITY Sample Clauses

The Subrogation and Indemnity clause establishes the rights and responsibilities of parties regarding the transfer of claims and the reimbursement for losses. In practice, this clause allows one party (often an insurer) to step into the shoes of another party to pursue recovery from a third party responsible for a loss, and also requires one party to compensate the other for certain damages or liabilities. Its core function is to prevent double recovery and ensure that losses are ultimately borne by the party responsible, thereby allocating risk and clarifying financial responsibility in the event of a claim.
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SUBROGATION AND INDEMNITY. The Insurer has a right of subrogation or reimbursement from an Insured to whom it has paid any claims to or on behalf of, if such Insured has recovered all or part of such payments from a third party. Furthermore, the Insurer has the right to proceed at its own expense in the name of the Insured, against third parties who may be responsible for causing a claim under this policy or who may be responsible for providing indemnity of benefits for any claim under this policy.
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SUBROGATION AND INDEMNITY. Anything herein to the contrary notwithstanding, each party hereto hereby releases and waives all claims, rights of recovery and causes of action that either party or any party claiming by, through or under such party by subrogation or otherwise may now or hereafter have against the other party or any of the other party's partners, directors, officers, employees or agents for any loss or damage that may occur to the Premises, improvements or any of the contents of any of the foregoing by reason of fire or other casualty, or any other cause except gross negligence or willful misconduct (but including negligence of the parties hereto or their partners, directors, officers, employees, or agents) that is insured against under the terms of(i) any isstandard fire and extended coverage insurance policies required under the terms of this Lease, or(ii) any other loss covered by insurance required to be maintained under the terms of this Lease; provided, however, that this waiver shall be ineffective against any insurer of Lessor or Lessee to the extent that such waiver(i)is prohibited by the laws and insurance regulations of the State of Georgia or (ii) would invalidate any insurance coverage of Lessor or Lessee. The waiver set forth in this Section shall not apply to any deductibles on policies carried by Lessor, or Lessee or to any coinsurance penalty which Lessor or Lessee might sustain. Except for any of the claims, rights of recovery and causes of action that Lessor has released and waived pursuant to this Section, Lessee hereby releases, indemnifies, defends and holds harmless Lessor and Lessor's partners, agents, directors, officers, employees, invitees and contractors, fi-om all claims, losses, costs, damages or expenses (including, but not limited to, reasonable attorneys' fees actually incurred) resulting or arising from any and all injuries or death of any person or damage to any property occurring during the Initial Term, any Option Term, or any tenancy after either, caused or alleged to have been caused by any act, omission, or neglect of Lessee or Lessee's directors, officers, employees, agents, invitees or guests, or any parties contracting with Lessee relating to the Premises, except(i) when such loss results from a default by Lessor under this Lease or the willful conduct or negligent act or omission of Lessor, its agents, employees or contractors, or (ii) to the extent of any insurance proceeds received(or receivable)by Lessor or payable under Les...
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SUBROGATION AND INDEMNITY. Until the Indebtedness has been paid in full, Guarantor waives any right: (i) to enforce any indemnity Guarantor has or may have under any agreement or law against IC One; (ii) to enforce any remedy Guarantor has or may have against IC One; and (iii) to participate in, or benefit from, any security for the Indebtedness or this Guaranty now or hereafter held by Xxxxx Star. If any bankruptcy proceeding is filed at any time by or against IC One, and if the Indebtedness is not at that time fully paid or fully secured, each Guarantor waives any claim such Guarantor may have against IC One as a creditor or holder of a claim.
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SUBROGATION AND INDEMNITY. (1) The Guarantor shall be subrogated to all of the rights of the Beneficiary against the applicable Issuer in respect of any amount paid by the Guarantor pursuant to this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such rights of subrogation until all related Guaranteed Obligations have been paid in full. (2) Any claim that the Guarantor may have against an Issuer by way of subrogation or indemnity in connection with this Guarantee shall not, by virtue of such right of subrogation or indemnity, create a first charge on the assets of the Issuer for the purposes of paragraph 369(1)(a) of the Bank Act (Canada), paragraph 374(1)(a) of the Trust and Loan Companies Act or paragraph 353(1)(a) of the Cooperative Credit Associations Act (Canada), if applicable, or any successors thereto.
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SUBROGATION AND INDEMNITY. In addition to the rights of subrogation which the Company may have as a matter of law or equity, the Indemnitor shall indemnify Company from and against all liabilities by reason of the guaranty agreement, the Credit Agreement, the Note and the other loan documents and against all demands, claims, actions, losses and expenses arising therefrom, including reasonable attorney's fees.
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SUBROGATION AND INDEMNITY. The Guarantor shall not exercise any rights which it may have acquired by way of subrogation, indemnity or contribution under this Guarantee (by virtue of any payment being made by it hereunder, or any liability of it to make payment hereunder, or otherwise) or exercise any right of contribution against any other guarantor, unless and until all Guaranteed Obligations have been finally paid and performed in full. If any amount shall be paid (including through any exercise of set-off rights) to the Guarantor arising out of or based upon such right of subrogation, indemnity or contribution at a time when the Guaranteed Obligations have not been finally paid and performed in full, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held by the Guarantor in trust for, the Guarantee Beneficiaries, and shall forthwith be paid to the Guarantee Beneficiaries, to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.
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SUBROGATION AND INDEMNITY the Obligor cannot be reimbursed by the Borrower or any other Obligor until the Lender has received payment in full of the Amount Outstanding and each Obligor has performed and complied with the Secured Obligations.
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SUBROGATION AND INDEMNITY. (1) The Issuer acknowledges and agrees that the Guarantor shall be subrogated to all of the rights of each Beneficiary under the Guarantee against the Issuer in respect of any amount paid by the Guarantor pursuant to the Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such rights of subrogation until all Guaranteed Obligations under the related Guaranteed Instrument shall have been paid in full. (2) The Guarantor acknowledges that any claim that the Guarantor may have against the Issuer by way of subrogation or indemnity in connection with the Guarantee or under the Indemnity Agreement shall not, by virtue of such right of subrogation or indemnity, create a first charge on the assets of the Issuer for the purposes of paragraph 369(1)(a) of the Bank Act (Canada), paragraph 374(1)(a) of the Trust and Loan Companies Act or paragraph 353(1)(a) of the Cooperative Credit Associations Act (Canada) or any successors thereto.
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Related to SUBROGATION AND INDEMNITY

  • Compensation and Indemnity The Company shall pay to the Trustee from time to time compensation for its acceptance of this Indenture and services hereunder as shall be agreed in writing by the Company and the Trustee, including for any Agent capacity in which it acts. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. The Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims or expenses incurred by it, including in any Agent capacity in which it acts, arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 8.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, willful misconduct or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 8.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. To secure the Company’s payment obligations in this Section 8.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 7.01(9) or (10) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Code. The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

  • IPR Indemnity 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 23.2.2 The Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, or awarded against the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 23.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Defense and Indemnity The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits.

  • Warranty and Indemnity 9.1. The Contractor warrants to the Department that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department will be relying upon the Contractor's skill, expertise and experience in the performance of the Project and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Project and the accuracy of any documents conceived, originated, made or developed by the Contractor as part of this Contract. The Contractor warrants that any goods supplied by the Contractor forming part of the Services will be of satisfactory quality and fit for their purpose and will be free from defects in design, material and workmanship. 9.2. Without prejudice to any other remedy, if any part of the Project is not performed in accordance with this Contract then the Department shall be entitled, where appropriate to: 9.2.1. require the Contractor promptly to re-perform or replace the relevant part of the Project without additional charge to the Department; or 9.2.2. assess the cost of remedying the failure (“the assessed cost”) and to deduct from any sums due to the Contractor the Assessed Cost for the period that such failure continues. 9.3. The Contractor shall be liable for and shall indemnify the Department in full against any expense, liability, loss, claim or proceedings arising under statute or at common law in respect of personal injury to or death of any person whomsoever or loss of or damage to property whether belonging to the Department or otherwise arising out of or in the course of or caused by the performance of the Project. 9.4. Without prejudice to any other exclusion or limitation of liability in this Contract, the liability of the Contractor for any claim or claims under this Contract shall be limited to such sums as it would be just and equitable for the Contractor to pay having regard to the extent of his responsibility for the loss or damage giving rise to such claim or claims etc. 9.5. All property of the Contractor whilst on the Department's premises shall be there at the risk of the Contractor and the Department shall accept no liability for any loss or damage howsoever occurring to it. 9.6. The Contractor shall ensure that it has adequate insurance cover with an insurer of good repute to cover claims under this Contract or any other claims or demands which may be brought or made against it by any person suffering any injury damage or loss in connection with this Contract. The Contractor shall upon request produce to the Department, it's policy or policies of insurance, together with the receipt for the payment of the last premium in respect of each policy or produce documentary evidence that the policy or policies are properly maintained

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.