Indemnification Guarantee Sample Clauses
The "Indemnification; Guarantee" clause establishes a party's obligation to compensate the other party for losses, damages, or liabilities arising from specific events or breaches, and may also require one party to guarantee the performance or obligations of another. In practice, this clause typically applies when one party's actions cause harm to the other, such as intellectual property infringement or failure to meet contractual duties, and may include a guarantee that a third party will fulfill certain responsibilities. Its core function is to allocate risk between the parties, ensuring that the party responsible for causing harm or default bears the financial consequences, thereby protecting the non-breaching party from unforeseen losses.
Indemnification Guarantee. 14.1 Each Party agrees to indemnity and hold VersaPoint harmless from and against all damages, losses or expenses suffered or paid by VersaPoint as a result of or arising out of such Party's failure to perform a material obligation pursuant to this Shareholders Agreement, the AOPB, the Non-disclosure Agreement or the Commercial Services Agreement.
14.2 Guarantor guarantees the proper performance of NorthPoint's obligations under this Agreement (including the obligations pursuant to article 14.3), the AOPB and Commercial Services Agreement and other related agreements, and shall be jointly and severally liable for such obligations as if it were its own obligations.
14.3 Without prejudice to the obligations of Guarantor pursuant to article 14.2, VersaTel and NorthPoint shall guarantee the proper performance by each of their Subsidiaries, to which they have transferred all or part of their Shares pursuant to article 10.6, of any obligations under this Agreement, the AOPB and Commercial Services Agreement and other related agreements.
Indemnification Guarantee. 14.1 Buyer shall assume responsibility (SELBSTANDIGE ERFULLUNGSGARANTIE) by way of fulfillment of all obligations of VuCo GmbH & Co. stemming from the Contribution Agreement arising after the Closing Date. Buyer shall furthermore indemnify Behringwerke against any liability of Behringwerke as (former) limited partner after exercise of the Chiron Call Option or the Behring Put Option stemming from any repayment of the registered liability amount (HAFTEINLAGE) after the Closing Date.
14.2 The Guarantor shall assume responsibility (SELBSTANDIGEERFULLUNGSGARANTIE) by way of fulfillment of all obligations of Buyer stemming from this Agreement and its Annexes.
14.3 With respect to the Guarantor's obligation under clause 14.2 , it is agreed that the Guarantor shall enter into such reasonable and appropriate facilities as the Guarantor, Buyer and Behringwerke may from time to time agree.
Indemnification Guarantee. Collector specifically acknowledges that Collector’s obligation to indemnify and hold City harmless under Section 12.03 (The Act Indemnification and Guarantee) of this Agreement also applies with regard to all fines and penalties imposed on City by CalRecycle resulting from Collector’s failure to comply with State Organics Laws, including by not limited to Collector’s failure to perform any of its obligations stated in this Article 18.
Indemnification Guarantee