Covenants and Indemnification Clause Samples

The Covenants and Indemnification clause establishes the obligations (covenants) that parties must uphold during the course of an agreement and sets out the terms under which one party will compensate the other for certain losses or damages (indemnification). Typically, this clause requires parties to act in good faith, comply with applicable laws, and refrain from actions that could harm the other party, while also specifying scenarios where indemnification is triggered, such as breaches of contract or third-party claims. Its core function is to allocate risk and responsibility between the parties, ensuring that each side is protected from specific harms arising from the other’s actions or omissions.
Covenants and Indemnification. 3.1 The Feeder Fund covenants that: (a) The Feeder Fund will own no investment security other than its Account in the Master Portfolio for all periods during which this Agreement is in effect. (b) If requested to vote on matters pertaining to the Master Portfolio, the Feeder Fund will (i) call a meeting of shareholders of the Feeder Fund for the purpose of seeking instructions from shareholders regarding such matters, (ii) vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund shareholders, and (iii) vote the Feeder Fund's Interests with respect to the shares held by Feeder Fund shareholders who do not give voting instructions in the same proportion as the shares of Feeder Fund shareholders who do give voting instructions. The Feeder Fund will hold each such meeting of Feeder Fund shareholders in accordance with a timetable reasonably established by the Master Portfolio. (c) The Feeder Fund will furnish the Master Portfolio, at least five (5) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Feeder Fund. The Feeder Fund will furnish the Master Portfolio with any proposed advertising or sales literature relating to the Feeder Fund at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Feeder Fund. The Feeder Fund agrees that it will include in all such Feeder Fund documents any disclosures that may be required by law and it will include in all such Feeder Fund documents any material comments reasonably made by the Master Portfolio and its counsel. The Master Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by the Master Portfolio specifically for use therein. The Feeder Fund will not make any other written or oral representation about the Master Portfolio without its prior written consent. (d) The Feeder Fund agrees to comply with the AML Laws and to provide such information and documentation, including copies of procedures and certifications, evidencing compliance with the AML Laws as may be requested by the Master Portfolio from time to time.
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Covenants and Indemnification. (a) The Partnership agrees, at the request and expense of the Sponsor Entities, to use commercially reasonable efforts to cooperate with the Sponsor Entities in the defense and conservation of the PBF Logistics IP as requested by the Sponsor Entities. (b) The Sponsor Entities agree, at the request and expense of the Partnership, to use commercially reasonable efforts to cooperate with the Partnership in the defense and conservation of the PBF Logistics IP as requested by the Partnership. (c) The Sponsor Entities agrees to use commercially reasonable efforts to cooperate with the Partnership in maintaining the Trademark in due force and duly registered. (d) The Partnership agrees, and agrees to cause the other members of the Partnership Group, to use the PBF Logistics IP in accordance with such quality standards established by the Sponsor Entities and communicated to the Partnership from time to time. (e) The Partnership agrees, and agrees to cause the other members of the Partnership Group, to use best efforts to act and operate in a manner consistent with good business ethics, and in a manner that will not reflect poorly on the goodwill and reputation of the Sponsor Entities and the PBF Logistics IP. The Partnership agrees, and agrees to cause the other members of the Partnership Group, to at all times refrain from engaging in any illegal, unethical, unfair or deceptive practices, whether with respect to the PBF Logistics IP or otherwise (f) The Sponsor Entities shall, jointly and severally, defend, indemnify, and hold harmless the Partnership from and against any Losses suffered or incurred by the Partnership arising from (i) claims or causes of action brought by any third party alleging that the Partnership’s use of the PBF Logistics IP as permitted in this Agreement violates any law, statute or rule, or infringes, dilutes, misappropriates or otherwise violates the intellectual property rights of such third party, and (ii) invalidity or unenforceability of any right with respect to the PBF Logistics IP.
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Covenants and Indemnification of the Tranche 1 Contribution Agreement is amended as follows: (a) Sections 4.2(b) through 4.7 are deleted in their entirety and replaced with a new Section 4.3, which shall read as follows: “Except for claims for indemnification for a breach of this Agreement, the Parties acknowledge and agree that any and all claims for indemnification with respect to the applicable Assets shall be governed by the terms of the ▇▇▇▇▇▇ Assets Indemnity Agreement.” (b) Section 4.8 (Right of Entry Agreements) shall be renumbered as Section 4.4.
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Covenants and Indemnification. The Feeder Trust covenants on behalf of the Feeder Fund that:
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Covenants and Indemnification. Seller further agrees as follows: (i) Seller will not permit any debt or other liabilities, claims, causes of action or liens to attach to CCP-LP or the assets thereof except (A) as the same may be (ii) Seller will not transfer or encumber any partnership interest in CCP-LP or any assets owned by CCP-LP and agrees that CCP-LP will conduct no business and take no action from and after its formation except to hold title to the Real Property Assets and observe all of the covenants and obligations of Seller pursuant to the Acquisition Agreement; (iii) Seller will pay all of Purchaser's reasonable costs and expenses incurred in connection with the Restructured Transaction including, without limitation, reasonable attorneys fees and expenses in connection with the negotiation and review of this Amendment (with regard to the Restructured Transaction) and any tax analysis thereof; and (iv) Seller will indemnify, defend, save and hold Purchaser Indemnitees harmless from and against all demands, claims, allegations, assertions, action or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and whether or not any such demands, claims, allegations, etc., of third parties are meritorious) asserted against, imposed upon, resulting to, required to be paid by, or incurred by any Purchaser Indemnitees, directly or indirectly caused by the formation, ownership or operation thereof by Seller or the change from the Original Closing Obligations to the Restructured Transaction. This indemnity is not intended to nor does it include (a) claims, causes of action or expenses asserted against or incurred by Purchaser as the result of the acts or failures to act of Purchaser other than its agreement to and participation in the Restructured Transaction or (b) assessment of taxes as a result of Purchaser's activities not related to the Restructured Transaction. The indemnity contained herein shall not be subject to the limitations contained in Section 16.7 of the Acquisition Agreement and shall survive Closing.
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Covenants and Indemnification. 3.1 AARP Funds covenants on behalf of the Income Fund that: (a) The Income Fund will rely on Rule 12d1-1 of the 1940 Act with respect to exemptions from the provisions of Sections 12(d)(1)(A), 17(a) and Rule 17d-1 of the 1940 Act, as applicable, in connection with the Investment in the State Street Money Market Portfolio for all periods during which this Agreement is in effect. (b) AARP Funds will furnish the Master Trust, at least ten (10) business days prior to filing or first use, as the case may be, with drafts of amendments to its registration statement on Form N-lA and prospectus supplements or amendments relating to the Income Fund, unless it is not reasonably practical to do so given an immediate and legally required need to supplement its registration statement on Form N-1A (“Income Fund’s N-1A”), in which case such supplement will be provided to the Master Trust as soon as reasonably possible prior to filing or first use. The Income Fund will furnish the State Street Money Market Portfolio with any proposed advertising or sales literature prepared by the Income Fund or its distributor at least three (3) business days prior to filing or first use; provided, however, that such advance notice shall not be required for advertising or sales literature that merely references the name of the Income Fund. The Income Fund agrees that it will include in all such Income Fund documents any disclosures that may be required by law and it will include in all such Income Fund documents any material comments reasonably made by the State Street Money Market Portfolio and its counsel. The State Street Money Market Portfolio will, however, in no way be liable for any errors or omissions in such documents, whether or not it makes any objection thereto, except to the extent such errors or omissions result from information provided in writing by the State Street Money Market Portfolio or from information accurately derived from the State Street Money Market Portfolio’s N-1A that has been specifically provided to the State Street Money Market Portfolio for review and comment. The Income Fund will not make any other written or oral representations about the State Street Money Market Portfolio other than those included in the State Street Money Market Portfolio’s N-1A without the prior written consent of the Master Trust. (c) The Income Fund agrees to comply with the AML Laws and to provide such information and documentation evidencing compliance with the AML Laws as may ...
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Covenants and Indemnification. The indemnification obligations of the Holders set forth in Section 7.2(a) (except with respect to Section 7.2(a)(i) the survival period for which is covered in Section 7.1(a)) shall terminate at the end of the Extended Survival Period; provided, that, in each case, if the Parent Indemnified Party has provided the Holder Representative with written notice pursuant to this Article VII alleging in good faith the existence of any inaccuracy in or breach of any such representation or warranty and asserting a claim for indemnification pursuant to this Article VII prior to the Extended Survival Period, as the case may be, then the claim asserted in such notice shall survive until such time as such claim is resolved (but solely for such purpose).
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Covenants and Indemnification 
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Related to Covenants and Indemnification

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Survival and Indemnification 30 10.01 Survival........................................................................ 30 10.02

  • Release and Indemnification Covenants a. Developer releases the City and the governing body members, officers, agents, servants, and employees thereof (hereinafter, for purposes of this Article X, the “Indemnified Parties”) from, covenants and agrees that the Indemnified Parties shall not be liable for, and agrees to indemnify, defend, and hold harmless the Indemnified Parties against, any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements or Development Property. b. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, Developer agrees to protect and defend the Indemnified Parties, now or forever, and further agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from: (i) any violation of any agreement or condition of this Agreement (except with respect to any suit, action, demand or other proceeding brought by Developer against the City to enforce its rights under this Agreement); (ii) the acquisition and condition of the Development Property and the construction, installation, ownership, and operation of the Minimum Improvements; or (iii) any hazardous substance or environmental contamination located in or on the Development Property. c. The Indemnified Parties shall not be liable for any damage or injury to the persons or property of Developer or their officers, agents, servants or employees or any other person who may be about the Minimum Improvements or Development Property due to any act of negligence of any person, other than any act of negligence on the part of any such Indemnified Party or its officers, agents, servants or employees. d. All covenants, stipulations, promises, agreements, and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements, and obligations of the City, and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. e. The provisions of this Article X shall survive the termination of this Agreement.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

  • REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.