Indemnification and Assumption Clause Samples

Indemnification and Assumption. 31 Section 9.01. By TXU Gas..........................................................................31 Section 9.02. Environmental Indemnity.............................................................32 Section 9.03. Limitations.........................................................................32 Section 9.04. By LSG..............................................................................33 Section 9.05. Express Negligence Rule.............................................................33 Section 9.06. Notice of Claim.....................................................................33 Section 9.07. Third Party Claims..................................................................34 Section 9.08. Subrogation.........................................................................35
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Indemnification and Assumption a. The Assignor shall indemnify and hold harmless the Assignee, its directors, officers, employees and agents from and against any claims, actions, cause of action, losses, costs and damages including, without limitation, reasonable legal and attorney’s fees and costs of every kind and nature which the Assignee, its directors, officers employees and agents may incur in respect of the Assignor’s grossly negligent, fraudulent and/or willful misconduct or material breach of any terms of this Agreement. However, the Assignor shall not be responsible for losses arising from a breach of this Agreement as a result of any fraudulent or negligent act or willful misconduct of the Assignee or any of its directors, officers, employees or agents. b. The Assignee shall indemnify and hold harmless the Assignor, its directors, officers, employees and agents from and against any claims, actions, cause of action, losses, costs and damages including, without limitation, reasonable legal and attorney’s fees and costs of every kind and nature which the Assignor, its directors, officers employees and agents may incur in respect of the Assignee’s negligent, fraudulent and/or willful misconduct or material breach of any terms of this Agreement. However, the Assignee shall not be responsible for losses arising from a breach of this Agreement as a result of any fraudulent or negligent act or willful misconduct of the Assignor or any of its directors, officers, employees or agents. c. The Assignee shall assume all the rights of the Assignor under FAF Program. Furthermore, the Assignee and Assignor shall work together to address any problems or issues with any FAF Program courses, without in any manner implying that the Assignee accepts assignment of any liabilities or obligations in these or any other contract. The previous notwithstanding, Assignee shall not assume any liabilities of GPSI under the FAF Program; provided however, that (i) Assignee will provide accounting for all monies paid to a participating golf course that has a first monies in or guaranteed contract with GPSI, those courses listed on Schedule 9(c)(i) attached hereto, and these monies will be credited towards the Royalty; and (ii) Assignee will assume rental obligations for courses in Europe contracted under a FAF agreement, specifically, those courses listed on Schedule 9(c)(ii) attached hereto, at Dream Shot’s sole discretion.
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Indemnification and Assumption. 23 7.1. By TXU.........................................................................................23 7.2. Limitations on TXU's Indemnity.................................................................24 7.3. By Buyer.......................................................................................24 7.4. Express Negligence Rule........................................................................24 7.5. Notice of Claim................................................................................25 7.6. Third Party Claims.............................................................................25 7.7. Subrogation....................................................................................26 7.8. Exclusive Remedies; Survival of Representations and Warranties; Limitation of Certain Liabilities....................................................................................26
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Indemnification and Assumption. 41 Section 11.01 Survival of Representations and Warranties..............................................41 Section 11.02 Limited Indemnification By Seller.......................................................41 Section 11.03 Indemnification by Buyer and HSRTW......................................................44 Section 11.04
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Indemnification and Assumption 
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Related to Indemnification and Assumption

  • Indemnification and Assumption of Risk – Vendor Data VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, ▇▇▇ hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.