Indemnification by Independent Entities/Governmental Immunity Sample Clauses

The "Indemnification by Independent Entities/Governmental Immunity" clause defines the extent to which independent entities, such as government agencies or public institutions, are required to compensate or protect other parties from losses or liabilities arising from the contract. In practice, this clause often clarifies that these entities may not provide full indemnification due to statutory limitations or sovereign immunity protections, which can restrict their legal responsibility for certain claims or damages. Its core function is to acknowledge and address the legal constraints on indemnification for governmental bodies, ensuring that all parties understand the limits of liability and risk allocation in the agreement.
Indemnification by Independent Entities/Governmental Immunity. In the event JRCS authorizes, with the District’s approval, another person or entity to operate a before and/or after school, pre-school, day care, intersession, extended day kindergarten or other program within JRCS’s facility, such person or entity shall provide separate insurance coverage for general liability and errors and omissions with limits consistent with the District policies and naming JRCS, the District and the property owner as additional insureds. Such person or entity will also agree to indemnify and hold JRCS, the District and the property owner harmless from and against all liability, claims and demands on account of injury, loss or damage, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, and civil rights claims or any other losses of any kind whatsoever that arise out of or are in any manner connected with such person’s or entity’s operations. Nothing contained in this Agreement shall be deemed a relinquishment or waiver by the District or JRCS of any kind of applicable limitations of liability provided by the CGIA or other applicable law.
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Indemnification by Independent Entities/Governmental Immunity. In the event LCS authorizes, another person or entity to operate a before and/or after school, preschool, day care, intersession, extended day kindergarten, or other program within a LCS facility, such person or entity shall provide separate insurance coverage for general liability and errors and omissions with limits consistent with the School District policies and naming LCS, the School District, and the property owner as additional insureds. Such person or entity will also agree to indemnify and hold LCS, the School District, and the property owner harmless from all liability, claims, and demands on account of injury, loss, or damage, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss, or damage, tort and civil rights claims, or any other losses of any kind whatsoever that arise out of or are in any manner connected with such person's or entity's operations. Nothing contained in this Contract shall be deemed a relinquishment or waiver by the School District or LCS of any kind of applicable limitations of liability provided by the Colorado Governmental Immunity Act.
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Indemnification by Independent Entities/Governmental Immunity. In the event Liberty Common authorizes another person or entity to operate a day care, intersession, extended day kindergarten, or other non-curricular program within Liberty Common’s facility, such person or entity shall provide separate insurance coverage for general liability and errors and omissions with limits consistent with the School District policies and naming Liberty Common, the School District and the property owner as additional insureds. Such person or entity shall also agree to indemnify and hold Liberty Common, the School District and the property owner harmless from all liability, claims and demands on account of injury, loss or damage, including but not limited to claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, tort and civil rights claims or any other losses of any kind whatsoever that arise out of or are in any manner connected with such person’s or entity’s operations. Nothing contained in this Renewal Contract shall be deemed a relinquishment or waiver by the School District or Liberty Common of any kind of applicable limitations of liability provided by the Colorado Governmental Immunity Act. Liberty Common shall submit to the School District any contract for such programs for review and approval prior to execution.
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Indemnification by Independent Entities/Governmental Immunity. In the event DSST authorizes, with the School District's approval, another person or entity to operate a before and/or after-school, preschool, daycare, intersession or extended-day kindergarten within an DSST facility, such person or entity shall provide separate insurance coverage for general liability and errors and omissions with limits consistent with the School District policies and naming DSST, the School District, and the property owner as additional insureds. Such person or entity will also agree to indemnify and hold DSST, the School District, and the property owner harmless from all liability, claims and demands on account of injury, loss or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, tort and civil rights claims, or any other losses of any kind whatsoever that arise out of or are in any manner connected with such person's or entity's operations. Nothing contained in this Contract shall be deemed a relinquishment or waiver by the School District or DSST of any kind of applicable limitations of liability provided by the Colorado Governmental Immunity Act.
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Indemnification by Independent Entities/Governmental Immunity. 688 In the event Liberty Common authorizes, with the School District's approval, another 689 person or entity to operate a before and/or after school, pre-school, day care, intersession, 690 extended day kindergarten or other program within the School's facility, such person or entity 691 shall provide separate insurance coverage for general liability and errors and omissions with limits 692 consistent with the School District policies and naming Liberty Common, the School District, and 693 the property owner harmless from all liability, claims, and demands on account of injury, loss, or 694 damage, including with limitation, claims arising from bodily injury, personal injury, sickness, 695 disease, death, property loss, or damage, tort and civil rights claims, or any other losses of any 696 kind whatsoever which arise out of or are in any manner connected with such person's or entity's 697 operations. Nothing contained in this Charter School Agreement shall be deemed a relinquishment 698 or waiver by the School District or Liberty Common of any kind of applicable limitations of 699 liability provided by the Colorado Governmental Immunity Act. 700
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Indemnification by Independent Entities/Governmental Immunity. In the event Horizons authorizes, with the School District's approval, another person or entity to operate a before- and/or after-school, preschool, day care, intersession, extended day kindergarten, or other program as an independent contractor that rents a portion of the Horizons' facility or charges Horizons for services provided off-campus, such person or entity shall provide separate insurance coverage for general liability and errors and omissions with limits consistent with the School District policies and naming Horizons, the School District, and the property owner as additional insureds. Such person or entity will also agree to indemnify and hold Horizons, the School District, and the property owner harmless from all liability, claims, and demands on account of injury, loss, or damage, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss, or damage, tort and civil rights claims, or any other losses of any kind whatsoever that arise out of or are in any manner connected with such person's or entity's operations. Nothing contained in this Contract shall be deemed a relinquishment or waiver by the School District or Horizons of any kind of applicable limitations of liability provided by the Colorado Governmental Immunity Act.
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Indemnification by Independent Entities/Governmental Immunity. In the event Academy of Advanced Learning authorizes, with the School District's approval, another person or entity to operate a before and/or after-school, preschool, daycare, intersession, extended-day kindergarten or other program within an Academy of Advanced Learning facility, such person or entity shall provide separate insurance coverage for general liability and errors and omissions with limits consistent with the School District policies and naming Academy of Advanced Learning, the School District, and the property owner as additional insureds. Such person or entity will also agree to indemnify and hold Academy of Advanced Learning, the School District, and the property owner harmless from all liability, claims and demands on account of injury, loss or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, tort and civil rights claims, or any other losses of any kind whatsoever that arise out of or are in any manner connected with such person's or entity's operations. Nothing contained in this Contract shall be deemed a relinquishment or waiver by the School District or Academy of Advanced Learning of any kind of applicable limitations of liability provided by the Colorado Governmental Immunity Act.
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Indemnification by Independent Entities/Governmental Immunity. In the event the School authorizes, with the School District's approval, another person or entity to operate an intersession, or other program within the School facility, such person or entity shall provide separate insurance coverage for general liability and errors and omissions with limits consistent with the School District policies and naming the School, the School District, and the property owner as additional insured. Such person or entity will also agree to indemnify and hold the School, the School District, and the property owner harmless from all liability, claims, and demands on account of injury, loss, or damage, including, without limitation, claims arising from bodily injury, personal injury, sickness, disease, death, property loss, or damage, tort and civil rights claims, or any other losses of any kind whatsoever that arise out of or are in any manner connected with such person's or entity's operations. Nothing contained in this Contract shall be deemed a relinquishment or waiver by the School District or the School of any kind of applicable limitations of liability provided by the Colorado Governmental Immunity Act.
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Related to Indemnification by Independent Entities/Governmental Immunity

  • Indemnification by Lessee Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.

  • Indemnification by Parent Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

  • Indemnification by Investor In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall, and does hereby agree to, defend, protect, indemnify and hold harmless the Company, and all of the Company’s subsidiaries, and each Person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors, partners, members, employees and agents of each of them (collectively, the “Company Indemnitees”), from and against any and all Claims, and the Investor agrees to reimburse the Company Indemnitees, or any of them, for any and all Indemnified Liabilities, suffered or incurred by the Company Indemnitees, or any of them, as a result of, or arising out of, or relating to: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arising out of or which are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that any such untrue statement or alleged untrue statement or omission or alleged omission was in connection with information furnished to the Company by Investor specifically for inclusion therein; provided, however, that the Investor will not be liable in any such case to the extent that any such Indemnified Liabilities arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein by the Company; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; and (d) any Claim brought or made against the Company Indemnitees, or any of them, not arising out of any action or inaction of a Company Indemnitee, and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto by any of the Company Indemnitees. To the extent that the foregoing undertaking by the Investor may be unenforceable for any reason, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.

  • Indemnification by Seller (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

  • Indemnification by Manager The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the Shares and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.