Full Indemnity Clause Samples

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Full Indemnity. The amount of either Party's obligation to indemnify the other under this Article 14 and its subsections shall include in each case penalties, costs and expenses, incurred by the other, including, without limitation, reasonable attorneys' fees and interest. Indemnification of a Party under this Article 14 shall include indemnification of the Party's employees, directors and shareholders for claims against such parties which could have been made against the Party.
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Full Indemnity. The Company shall provide directors’ and officers’ liability insurance (in amounts and on terms determined from time to time by the Company or the Board) to fully insure Executive for Executive’s actions taken (or omitted) on behalf of the Company, at no cost to Executive. The Company also agrees to fully defend and indemnify Executive for all of Executive’s actions taken (or omitted) on behalf of the Company to the fullest extent permitted by applicable law.
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Full Indemnity. The Corporation shall, to the fullest extent permitted by applicable law, immediately indemnify and save harmless the Director in respect of all eligible penalties and eligible proceedings and expenses related thereto.
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Full Indemnity. The Defendant and Indemnitor will be responsible for 10% of the bond amount for recovery fees in the event of a bond forfeiture and will at all times indemnify and save surety harmless from and against every claim, demand, liability, loss, damage, cost, charge: attorney fees, expense, suit, order, judgment, and adjudication whatsoever incurred hereafter by surety in consequence of its causing to be executed the bail bond mentioned herein, and will on demand place surety in funds to meet such obligations before It shall be required to make payment thereof.
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Full Indemnity. Any and all damages, losses, deficiencies, liabilities, costs, Taxes, and expenses (including reasonable attorneys' fees and expenses) (collectively, "Losses") incurred or suffered by any Buyer Indemnitee, whether or not involving a third-party claim, that result from, relate to or arise out of: (a) the Interest that arise or relate to any period before the Closing Date; (b) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Seller, other than in its capacity as a Partner, and D&E Guarantor under this Agreement or the Transaction Documents, or any misrepresentation in or omission from any certificate, schedule, exhibit, document or instrument furnished to Buyer by Seller or D&E Guarantor pursuant hereto or thereto, or in connection with the execution or performance of this Agreement (including the Schedules hereto related to Seller, other than in its capacity as a Partner, and D&E Guarantor and the certificate delivered pursuant to Section 5.1.3. hereof); (c) any representation or warranty of Seller, other than in its capacity as a Partner, and D&E Guarantor contained in this Agreement and the Schedules hereto related to Seller, other than in its capacity as a Partner, and D&E Guarantor (other than any representation or warranty that is expressly made as of only a specified date prior to the date of this Agreement) not being true and correct as of the Closing Date as if made as of the Closing Date (without giving effect to any update or supplement to the Schedules to this Agreement); (d) any brokerage fees due from Seller to any Person, including those set forth on Schedule 3.1.5; (e) a breach or termination of any Lease as a result of the sale of the Interest to Buyer; (f) any Billing System Agreement that arise or relate to any period on or after the Closing Date, or with respect to the Phase II Obligations that arise or relate to any period prior to, on or after the Closing Date, whether or not involving the failure to obtain a Third Party Consent to assignment;
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Full Indemnity. In addition to any other obligations owed by Participant to each Seller hereunder, Participant hereby undertakes that it shall at all times hereafter hold each Seller, its officers, directors, employees and agents completely harmless from and indemnify and keep each Seller, its officers, directors, employees and agents fully and effectively indemnified against and shall, within one Business Day of demand, immediately deliver to each Seller, the full amount of all Costs caused by or arising from any act or omission of Participant. WITHOUT LIMITING ANY PROVISION OF THIS AGREEMENT, IT IS THE EXPRESS INTENTION OF THE PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION 7 SHALL BE INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE PERSON TO BE INDEMNIFIED.
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Full Indemnity. The hirer will fully indemnify Wendover Swimming CIO relating to all activities at the facility, including (but not necessarily limited to):
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Related to Full Indemnity

  • Partial Indemnity If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

  • Additional Indemnity In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

  • IPR Indemnity 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 23.2.2 The Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, or awarded against the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 23.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Notwithstanding any limitation in Sections 3, 4, or 5 and except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

  • Licensee Indemnity Licensee agrees to indemnify, defend and hold harmless MyECheck from and against all damages and costs (including reasonable attorneys' fees) finally awarded against MyECheck (or finally settled upon) and arising from: (i) any claim of personal injury or tangible personal property damage (excluding data) of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with the gross negligent or willful misconduct of Licensee, its employees, subcontractors or agents; (ii) any claim brought against MyECheck by a third party alleging that the Licensee Materials (as defined in Exhibit C) directly infringe any U.S. copyright or trademark or misappropriate any trade secret (recognized as such under the Uniform Trade Secrets Act) in existence as of the Effective Date; or (iii) any claim brought against MyECheck by a third party arising from or relating to any modification of the Software by Licensee or any use of the Software other than as permitted under this Agreement. The parties acknowledge and agree that Licensee's obligations under this section are conditioned upon MyECheck providing Licensee: (1) prompt written notice of the existence of such claim, suit, action or proceeding (each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at Licensee's request to the extent reasonably necessary for the defense of such claim. The foregoing sets forth Licensee's sole and exclusive obligation and MyECheck's sole and exclusive remedy for any claim of intellectual property infringement or misappropriation relating to the Licensee Materials. Notwithstanding the foregoing, Licensee shall not indemnify, defend or hold harmless MyECheck for any claims arising from: (a) any MyECheck intellectual property or software incorporated in or combined with the Licensee Materials where in the absence of such incorporated or combined item, there would not have been infringement; (b) Licensee Materials which have been altered or modified by MyECheck (other than in response to a request by Licensee), where in the absence of such alteration or modification the Licensee Materials would not be infringing; (c) use of an any version of the Licensee Materials for which Licensee has made available an updated, revised or repaired subsequent version; or (d) the gross negligence or willful misconduct of MyECheck or any of its agents, subcontractors or employees. Upon notice of any claim of infringement or upon reasonable belief of the likelihood of such a claim, Licensee shall have the right, at its option, to: (x) obtain the rights to continued use of the Licensee Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Licensee Materials or their design so that they are no longer infringing. Furthermore, Licensee agrees to maintain commercial general liability insurance of at least $2.5 million, covering Licensee's obligations contained herein on a claims-made basis with coverage for at least one year from the date of completion of the services. The provisions of this Section 12 herein shall survive for a period of one year following the earlier of (a) completion of the Maintenance services or (b) termination of this Agreement.