Indemnification and Waiver definition

Indemnification and Waiver shall be replaced in its entirety with the following: “CalHFA MAC and CalHFA MAC Staff shall not be liable for any claims asserted against NAHAC arising out of in any way by: (i) CalHFA MAC’s and CalHFA MAC Staff’s performance of the Services in this Agreement; (ii) NAHAC’s implementation of its operations and programs; or (iii) claims made or resulting from any release of confidential information or data provided to NAHAC by CalHFA MAC. To the extent NAHAC has insurance coverage which covers such a claim, NAHAC shall indemnify, defend and hold harmless CalHFA MAC, its officers, and CalHFA MAC Staff from any and all claims and losses accruing or resulting to any person, firm, entity, corporation or imposed by court of law, or administrative action of any governmental authority arising out of in any way by: (i) CalHFA MAC’s and CalHFA MAC Staff’s performance of the Services in this Agreement; (ii) NAHAC’s implementation of its operations and programs; or (iii) claims made or resulting from any release of confidential information or data provided to NAHAC by CalHFA MAC. In addition, NAHAC hereby waives and forever relinquishes any and all claims, actions, suits, debts, bills, damages, liabilities and demands whatsoever to which it may become entitled subsequent to the execution of this Agreement against CalHFA MAC its officers, directors, CalHFA MAC Staff, agents, successors and assigns, by reason of any matter, cause or thing relating to or arising from the Services.”
Sample 1
Indemnification and Waiver. The exhibitor assumes the entire responsibility and liability for losses, damages and claims arising out of injury or damage, including that by fire, and theft, to exhibitor’s displays, equipment and other property brought upon the premises of the Hotel and shall indemnify and hold harmless the Hotel, and BCxA and their agents, servants, employees, officers, directors, staff and members. Each participant by signing the application for participation expressly understands that they release BCxA from, and agrees to indemnify it against any and all claims for such loss, injury or damage. Exhibitors must adequately insure their materials, goods, wares and exhibits against loss or injury of any kind and must do so at their own expense.
Sample 1

Examples of Indemnification and Waiver in a sentence

  • Ben-Zvi, Avisar and Beck as Board members of the Company, award a Letter of Indemnification and Waiver to each of Messrs.

  • Each party’s rights and obligations under the Warranty, Counterfeit Electronic Parts, Conflict Minerals, Proprietary Information, Buyer’s Property, Intellectual Property, Access to Records, Set-Off, Governing Law, Disputes, Indemnification, and Waiver, Severability and Remedies provisions of this Order shall survive completion or any earlier termination of this Order.

  • Refusal of Ventilation: Release of Liability, Indemnification and Waiver of Claims, if applicable.

  • Subject to approval of the appointment of Ms. Granot as external Director of the Company, award a Letter of Indemnification and Waiver to Ms. Granot, worded as approved and signed with other Company Board members (for more information, including wording of the Letter of Indemnification and Waiver currently in use by the Company, see immediate report of indemnification of officer dated September 22, 2011, reference no.

  • Beginning with the first Application for Payment and thereafter, the Contractor, Sub- Contractor(s) and suppliers shall submit an Indemnification and Waiver of Liens for the construction period covered by the previous application on the form attached as part of the required documentation in any application for payment.

  • The Non-Collusion Declaration, Indemnification and Waiver Acknowledgment, and Bid Bond Form are included with the Proposal, and shall be completed and returned by the Bidder, with the Proposal.

  • Beginning with the second Application for Payment and thereafter, the Contractor, Subcontractors, Sub-subcontractors, and suppliers, shall submit an Indemnification and Waiver of Liens for the construction period covered by the previous application.

  • The provisions of Section 4 (Ownership of Work Product), Section 8 (Indemnification and Waiver) and Section 11 (Miscellaneous Provisions) and all provisions of the Universal Contract Terms shall survive the expiration or termination of this Agreement for any reason.

  • The Traffic Permit Application may be downloaded from the Authority’s internet website at http://www.state.nj.us/turnpike/ and requires the consultant’s signature agreeing to the Traffic Permit Indemnification and Waiver of Claims.

  • Each party’s rights and obligations under the Warranty, Counterfeit Electronic Parts, Proprietary Information, Buyer’s Property, Intellectual Property, Access to Records, Set-Off, Governing Law, Disputes, Indemnification, and Waiver, Severability and Remedies provisions of this Order shall survive completion or any earlier termination of this Order.

Related to Indemnification and Waiver

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • 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 Agreement shall have the meaning set forth in Article XVII.

  • 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.

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

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

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

  • 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 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 12.3.

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

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(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 Escrow Fund has the meaning set forth in Section 2.12(a).

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • 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.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Exculpation means the exculpation provision set forth in Article X.E hereof.

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Continuing Disclosure Agreement means the Continuing Disclosure Agreement, as it may be modified from the form on file with the Clerk of Council and signed by the Mayor and the Fiscal Officer in accordance with Section 6, which shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

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

  • Existing Confidentiality Agreement shall have the meaning set forth in Section 6.6.