Indemnification and Liability definition

Indemnification and Liability. The typical gross negligence or wilful misconduct approach applies, subject to cross-indemnification outcomes with respect to the conduct of Land Activities.
Sample 1

Examples of Indemnification and Liability in a sentence

  • Conca, Directors and Officers Indemnification and Liability Insurance: An Overview of Legal and Practical Issues, 51 BUS.

  • The rights, obligations and conditions set forth in the Sections of this AGREEMENT entitled Indemnification and Liability, Insurance, Notices, Cost Principles, and any right, obligation or condition that, by its express terms or nature and context is intended to survive the termination or expiration of this AGREEMENT, shall survive until the last applicable statute of limitations expires.

  • The terms and conditions of the Agreement, including, without limitation, the provisions regarding Indemnification and Liability, govern the use of each Service.

  • Director, Officer, and Auditor Indemnification and Liability ProvisionsVote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.Vote AGAINST proposals to indemnify auditors.

  • Indemnification and Liability Waiver: ACTING ON BEHALF OF YOURSELF AND YOUR CHILD, YOU HEREBY WAIVE AND AGREE TO RELEASE ANY CLAIMS WHICH YOU, YOUR CHILD, OR YOUR CHILD’S HEIRS AND SUCCESSORS MAY HAVE AGAINST THE CENTER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FOR ANY AND ALL INJURIES, LOSSES OR DAMAGES TO YOUR CHILD, YOU CHILD’S PERSONAL PROPERTY AND YOUR PERSONAL PROPERTY.

  • Indemnification and Liability Under no circumstances, including, but not limited to, negligence, shall we, our subsidiary and parent companies or affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of, or the inability to use, the site, including its materials, products, or services, or third-party materials, products, or services made available through the site, even if we are advised beforehand of the possibility of such damages.

  • All representations, warranties, and covenants contained herein or made pursuant hereto including, but not limited to, the provisions of Sections IV (Representations, Warranties, Covenants, and Acknowledgements), XII (Confidentiality and Security), XIII (Background Investigations), and XIV (Indemnification and Liability), will survive the expiration or termination of this Agreement.

  • INDEMNIFICATION.The Company agrees to be bound by the Indemnification and Liability provisions of the ROW Ordinance, including but not limited to Section 17.85 of the ROW Ordinance.

  • Subject to Condition 10 (Enforcement, Indemnification and Liability of the Trustee) and the Trust Deed, no person other than the holder of the relevant global Note (or, as provided in the Trust Deed, the Trustee) shall have any claims against the Issuer in respect of any payments due in respect of the Notes represented by that global Note.

  • The provisions of Sections XII (General Warranty), XIV (Confidentiality, Security, and Background Investigations), XVI (Indemnification and Liability), XIX (Transition) and Appendix A shall survive the expiration or termination of this Agreement.

Related to Indemnification and Liability

  • 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 Agreements has the meaning set forth in Section 2.5.

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • 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.

  • Expenses and Liabilities has the meaning assigned to such term in ‎Section 5.4(a).

  • Indemnification Claim has the meaning set forth in Section 12.3.

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

  • 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.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Limitation of Liability Insert the following Section 15, after Section 14:

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

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

  • 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.

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

  • 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.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • 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.

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

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • 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.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

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