Extent of Indemnities Sample Clauses

Extent of Indemnities. The indemnities given by the Operator under this Agreement shall not apply to any Indemnified Liabilities to the extent that they: (a) arise from a breach of this Agreement by the Authority or the gross negligence or recklessness of the Authority or its sub-contractors of any tier or their employees or agents; or (b) arise from any event of Force Majeure; or (c) are covered by any insurance policy being maintained by or on behalf of any Party which has not been vitiated and under which insurance proceeds have actually been received by the Authority, as the case may be, in respect of the matter and in respect of which the insurer’s rights of subrogation have been waived against the Operator.
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Extent of Indemnities. The indemnities extended hereby by an Indemnifying Party to each and all of the Indemnified Parties shall be full and complete indemnities to the extent permitted by law, including but not limited to, indemnity against any sums paid or liabilities incurred in the settlement of and expenses paid or incurred in connection with claims, suits or judgments arising out of this Agreement, expenses paid or incurred in enforcing the terms of this indemnity, in procuring or attempting to procure release from liability or in recovering or attempting to recover losses or expenses paid or incurred. In no event, however, shall the total liability of the Seller and Castel exceed the total payments received by Castel pursuant to the HC Stock Purchase Agreement less any liability he may have pursuant to the indemnification provisions of such agreement.
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Extent of Indemnities. Without limiting the foregoing, the indemnities to be provided to the University shall include, but are not limited to: a) The breach of this Agreement or related contracts by Sound Transit, its Contractor, their respective employees, agents, officers or Subcontractors or any other Persons performing any of the Work for whom Sound Transit or Contractor may be contractually or legally responsible; and/or b) The failure by Sound Transit, Contractor or their respective employees, agents, officers or Subcontractors or any other Persons for whom they may be contractually or legally responsible, to comply with any applicable Environmental Laws or related Governmental Rules (including Governmental Rules regarding handling, generation, treatment, storage, transportation and disposal of Hazardous Substances) except to the extent that such non-compliance results from Sound Transit or Contractor’s following specific direction from the University; and/or c) Any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions arising out of any use in connection with this Agreement or related contracts of methods, processes, designs, information, or other items furnished or communicated pursuant to this Agreement or related contracts; and/or d) The alleged negligent act or omission or willful misconduct of Sound Transit, Contractor, and their respective employees, agents, officers or Subcontractors, or any other persons for whom Sound Transit, or Contractor may be contractually or legally responsible, in connection with the Agreement or related contracts, the System, the Work and/or the Site; and/or e) Any and all claims by any governmental or taxing authority claiming taxes based on gross receipts, purchases or sales, the use of any property or income of Sound Transit, Contractor or Subcontractors, or any of their respective agents, officers, employees, or subcontractors with respect to any payment for the Work made to or earned by Contractor or any of its Subcontractors or any of their respective agents, officers or employees under the Mandatory Documents; and/or f) Any release or threatened release of a Hazardous Substance (i) which was brought onto the Site by Sound Transit, Contractor or its employees, agents, officers or Subcontractors or any other persons for whom Sound Transit or Contractor may be contractually or legally responsible, or (ii) wh...
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Related to Extent of Indemnities

  • Survival of Indemnities All indemnities and other provisions relative to reimbursement to the Lenders of amounts sufficient to protect the yield of the Lenders with respect to the Loans and Letters of Credit, including, but not limited to, Sections 8.1, 8.4, 10.4 and 10.13 hereof, shall survive the termination of this Agreement and the other Loan Documents and the payment of the Obligations.

  • Payment of Indemnification If, in regard to any Losses: (i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a); (ii) no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination, then the Company shall pay to Indemnitee, within thirty days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of

  • Survival of Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Conditions of Indemnification The respective obligations and liabilities of Seller and Purchaser (the "indemnifying party") to the other (the "party to be indemnified") under Sections 6.01 and 6.02 hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Within 20 days (or such earlier time as might be required to avoid prejudicing the indemnifying party's position including the entry of a default judgment) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion in writing of any claim by a third party, the party to be indemnified shall give the indemnifying party written notice thereof together with a copy of such claim, process or other legal pleading, and the indemnifying party shall have the right to undertake the defense thereof by representatives of its own choosing and at its own expense; provided, however, that the party to be indemnified may participate in the defense with counsel of its own choice and at its own expense. (b) In the event that the indemnifying party, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the party to be indemnified will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party and at the indemnifying party's expense, subject to the right of the indemnifying party to assume the defense of such claims at any time prior to settlement, compromise or final determination thereof. (c) Anything in this Section 6.03 to the contrary notwithstanding, the indemnifying party shall not settle any claim without the consent of the party to be indemnified unless such settlement involves only the payment of money and the claimant provides to the party to be indemnified a release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the indemnifying party shall not settle the claim without the prior consent of the party to be indemnified, which consent shall not be unreasonably withheld. (d) The party to be indemnified and the indemnifying party will each cooperate with all reasonable requests of the other.