Waiver and Indemnification. Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by, Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.
Waiver and Indemnification. The Purchaser hereby waives any and all rights to assert any present or future claims, including any right of rescission, against the Company with respect to their purchase of the Warrant Offering Warrants, and the Purchaser agrees to indemnify and hold the Company harmless from all losses, damages or expenses that relate to claims or proceedings brought against the Company by the Purchaser of the Warrant Offering Warrants.
Waiver and Indemnification. (a) Neither the Partners nor any Person acting on their behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners by this Agreement and the Act, provided that the Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership.
Waiver and Indemnification. I hereby waive all claims and demands against the SCPC for any loss, damage, injury (including death) or claim of any kind arising from, related to or caused by my volunteering and agree to indemnify, defend, and hold harmless the SCPC from all loss, liability, damages, costs, and expenses (including actual attorney’s fees) arising from or related to same.
Waiver and Indemnification. Parent, INT'X.xxx, the Indemnification Representative and the Holders agree to and hereby do waive any suit, claim, demand or cause of action of any kind which they may have or may assert against the Escrow Agent arising out of or relating to the execution or performance by the Escrow Agent of this Escrow Agreement, unless such suit, claim, demand or cause of action is based upon the willful neglect, gross negligence or bad faith of the Escrow Agent. Parent and INT'X.xxx further agree, jointly and severally, to indemnify and hold Escrow Agent and its directors, officers, agents and employees (collectively, the "INDEMNITEES") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket, incidental expenses, reasonable legal fees and expenses (including the reasonable fees and expenses of not more than one outside counsel), and the allocated costs and expenses of in-house counsel and legal staff ("LOSSES") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Escrow Agent is authorized to rely pursuant to the terms of this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. In addition, to and not in limitation of the immediately preceding sentence, Parent and INT'X.xxx also agree, jointly and severally, to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against the Indemnitees or any of them in connection with or arising out of the Escrow Agent's performance under this Escrow Agreement, provided the Escrow Agent has not acted with gross negligence, willful neglect or bad faith. The provisions of this Section 5.1 shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and regardless of the form of action.
Waiver and Indemnification. Owner shall not be liable to Lessee and Lessee waives all claims against Owner for any injury to or death of any person or damage to or destruction of any personal property or equipment or theft of property occurring on or about the Property or arising from or relating to Lessee’s business conducted on the Property. Lessee shall defend, indemnify and hold harmless Owner and its members, officers, directors, agents and employees from and against any and all claims, judgments, damage, demands, losses, expenses, costs or liability arising in connection with injury to person or property from any activity, work, or things done, permitted or suffered by Lessee or Lessee’s agents, partners, servants, employees, invitees or contractors on or about the Property, or from any breach or default by Lessee in the performance of any obligation on the part of Lessee to be performed under the terms of this Agreement (all of the foregoing collectively referred to hereinafter as General Indemnity Claims). Lessee agrees to defend all General Indemnity Claims on behalf of Owner, with counsel reasonably acceptable to Owner. The obligations of Lessee contained in this Section shall survive the expiration of the term or sooner termination of this Agreement.
Waiver and Indemnification. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TENANT, ON BEHALF OF TENANT AND TENANT’S HEIRS, SUCCESSORS, EXECUTORS, SUBROGATES AND ASSIGNS, HEREBY EXPRESSLY WAIVES, RELEASES AND DISCHARGES, AND AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE LANDLORD PARTIES FROM AND AGAINST, ANY AND ALL CLAIMS, COSTS, EXPENSES, DAMAGES, LAWSUITS, JUDGMENTS, LOSSES OR LIABILITIES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) (COLLECTIVELY, “CLAIMS”), WHETHER NOW EXISTING OR HEREAFTER ARISING, FOR OR RELATING TO PERSONAL INJURY, ILLNESS, PERMANENT DISABILITY, DEATH, LOSS OF USE, PROPERTY DAMAGE, MONETARY LOSS OR OTHERWISE, TO THE EXTENT ARISING FROM ANY TENANT EXPOSURE TO OR INFECTION WITH COVID-19, WHETHER SUCH EXPOSURE OR INFECTION OCCURS ON OR OFF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, CLAIMS ARISING FROM THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY LANDLORD PARTY, WHETHER SOLE, PARTIAL, OR CONCURRENT, BUT EXCLUDING ANY SUCH CLAIMS THAT ARISE FROM THE WILLFUL OR INTENTIONAL MISCONDUCT OF ANY LANDLORD PARTIES.
Waiver and Indemnification. Applicant agrees to indemnify, defend, and hold LegitScript, and as applicable its officers, directors, agents, employees, affiliates, suppliers, and partners, harmless from and against any claims, demands, causes of action, damages, costs, liabilities, judgments, penalties, and expenses (including but not limited to, reasonable attorneys fees and court costs), collectively “Action(s),” arising from this Agreement, the certification process, or relating to Applicant’s use of the Approval or other services provided by LegitScript (including, without limitation, any claims arising from any representations Applicant makes about the Approval) or Applicant’s breach of this Agreement or the documents it incorporates by reference, or Applicant’s violation of any law or the rights of a third party, or any action taken by LegitScript as part of its review of Applicant’s certification application or investigation of a suspected violation of this Agreement (or as a result of its finding or decision that a violation of this Agreement has occurred). Applicant’s defense and indemnification obligations shall survive the expiration or termination of this Agreement and shall apply regardless of Applicant’s certification status. Applicant agrees that it shall not xxx or recover any damages from LegitScript, its directors, officers, employees, affiliates, agents, contractors, and licensors as a result of LegitScript’s decision to not certify, revoke certification, to suspend or terminate its relationship with Applicant, or that Applicant has breached or otherwise violated the Standards or this Agreement. This waiver and indemnity provision applies to all violations described in or contemplated by this Agreement.
Waiver and Indemnification. 13.1 Waiver: Retailer waives any claims that it may have against the State of Oregon, the Oregon State Lottery Commission, the Oregon State Lottery, the Oregon State Police, their agents, officers, employees, and representatives that may arise out of any interruption, suspension, failure of, or defects in the operation of Lottery’s Games, Equipment, Supplies, products, and systems. This waiver includes, but is not limited to, any and all claims for lost profits or revenue from the sale of Lottery Tickets or Shares, regardless of the reason for the failure, interruption, or defect, and also includes any claims based on Lottery’s interruption of operations to protect Lottery security or to conduct repairs, replacements, or substitutions of Equipment, Supplies, products, or systems or for any other reason.
Waiver and Indemnification. Neither the General Partner, nor any of its Affiliates, directors, trust managers, officers, stockholders, nor any Person acting on their behalf pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the General Partner by this Agreement and the Act, provided that the General Partner’s, or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner or such other Person shall not be guilty of fraud, willful misconduct or gross negligence. The General Partner acknowledges that it owes fiduciary duties both to its stockholders and to the Limited Partners and it shall use its reasonable efforts to discharge such duties to each; provided, however, that in the event of a conflict between the interests of the stockholders of the General Partner and the interests of the Limited Partners, the Limited Partners agree that the General Partner shall discharge its fiduciary duties to the Limited Partners by acting in the best interests of the General Partner’s stockholders. Nothing contained in the preceding sentence shall be construed as entitling the General Partner to realize any profit or gain from any transaction between the General Partner and the Partnership (except as may be required by law upon a distribution to the General Partner), including from the lending of money by the General Partner to the Partnership or the contribution of property by the General Partner to the Partnership, it being understood that in any such transaction the General Partner shall be entitled to cost recovery only. The Partnership shall, and hereby does, indemnify and hold harmless each of the General Partner and its Affiliates, their respective directors, officers, stockholders and any other individual acting on its or their behalf to the extent such Persons would be indemnified by the General Partner pursuant to the Articles of the General Partner if such Persons were directors, officers, agents or employees of the General Partner; provided, however, that no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. The Partnership shal...
