Lien Indemnity Sample Clauses

A Lien Indemnity clause requires one party to compensate the other if a lien is placed on the property or assets involved in the contract due to the indemnifying party’s actions or omissions. Typically, this clause applies in construction or real estate agreements, where contractors or suppliers might file liens for unpaid work or materials. By including this provision, the contract ensures that the property owner or principal is protected from financial loss or legal complications arising from third-party claims, thereby allocating the risk of liens to the responsible party and maintaining clear title to the property.
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Lien Indemnity. The Seller shall indemnify, defend and hold harmless the Buyer, its Affiliates, and its and their officers, employees, agents, Financing Parties and contractors (other than the Seller) against any and all liens filed in connection with performance of the Work under this Contract (including, without limitation, attorneys’ fees and expenses incurred in discharging such liens or similar encumbrances). If the Seller fails to immediately discharge any lien or similar encumbrance upon any Project or any part thereof, or any other property of the Seller, or property where such Project is located, or any Equipment or Services for which the Seller is responsible hereunder, the Seller shall satisfy or defend any such lien or similar encumbrance; provided, however, that the Seller shall have the right to submit a bond satisfactory to the Buyer and the Financing Parties in the amount of any such lien or encumbrance if the Seller, despite its commercially reasonable efforts, has been unable to obtain discharge hereof; and provided, further, that the Buyer shall not be required to accept any such bond in lieu of discharge at or after the Final Acceptance. If the Seller does not promptly satisfy such lien or similar encumbrance (or, where permitted, fails to provide the Buyer a bond in lieu thereof), the Buyer shall have the right, at its option and after notice to the Seller, to post a bond or pay or settle such lien or similar encumbrance by bond or agreement, and the Seller shall within ten (10) days after request of the Buyer, reimburse the Buyer for all direct costs incurred by the Buyer to post such bond, discharge such lien or similar encumbrance and/or pursue any other remedies, including administrative costs, attorney’s fees and other direct expenses.
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Lien Indemnity. Each Party shall indemnify the other Party from and against all claims, losses, damages, liabilities and expenses resulting from any Liens filed against such other Party’s property as a result of the indemnifying Party’s breach of its obligations under Section 7(f)(i).
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Lien Indemnity. Each PO shall contain provisions under which Seller shall indemnify each Owner from liens filed in connection with the performance of the work under a PO to the extent required payments have been made under the PO and such liens are not allowed by the PO.
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Lien Indemnity. Lessee further covenants that it will at all times indemnify and hold Lessor harmless from and against any and all liens and charges of any and every nature and kind which may at any time be established against said premises, or any part thereof, as a consequence of any act of Lessee.
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Lien Indemnity. Supplier shall keep the Project Site, Owner’s property, and any funds held by Owner free of any liens (including stop notices) of Supplier, and any SubSupplier. Should any such lien be asserted, Owner may, in its sole discretion (i) require Supplier, at Supplier’s expense, to furnish an appropriate bond or title indemnity in the amount of one hundred fifty percent (150%) of the lien; and/or (ii) withhold funds otherwise due Supplier equal to one hundred fifty percent (150%) of the lien amount to assure payment of such liens.‌‌
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Lien Indemnity. Contractor shall indemnify and hold harmless Owner and defend it from and against any and all loss, costs, damages and expense arising out of or in connection with any and all liens filed in connection with the Work (except for liens filed as a result of Owner’s failure to pay in accordance with the terms of this Contract), including, without limitation, all expenses and reasonable attorneys’ fees incurred by Owner in discharging any liens or similar encumbrances. If Contractor shall fail to discharge promptly any lien or claim upon the Facility, any interest therein, or upon any materials, equipment or structures encompassed therein, or upon the premises upon which they are located, Owner may so notify Contractor in writing and Contractor shall then satisfy or defend any such liens or claims. If Contractor either does not promptly satisfy such liens or claims or does not give Owner reasons in writing satisfactory to Owner for not causing the release of such liens or paying such claims, Owner shall have the right, at its option, after written notification to Contractor, to cause the release, pay or settle such liens or claims, and Owner at its sole option may: (i) require Contractor to pay, within five (5) days of request by Owner, or (ii) offset against amounts due or to become due, including amounts held by Owner hereunder as retainage, to Contractor all costs and expenses incurred by Owner causing the release, paying or settling such liens or claims, including, without limitation, administrative costs, attorneys’ fees and other expenses. Contractor shall have the right to contest any such lien provided it first provides to Owner a bond or other assurances of payment reasonably satisfactory to Owner, in the amount of such lien in form and substance satisfactory to Owner.
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Lien Indemnity. Contractor will defend, indemnify and hold harmless Target and the owner of the real property at the Site if not Target against any assertion of claims for mechanics’ liens or other encumbrances by Subcontractors and against any assertion of security interests by such suppliers of goods or materials. This indemnity obligation shall not apply to liens filed while a payment dispute between Target and Contractor is pending, if the lien so filed relates to the amount in dispute.
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Related to Lien Indemnity

  • IPR Indemnity 25.2.1 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. 25.2.2 The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 25.2.3 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. 25.2.4 If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(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 25.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Funding Indemnity In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion or continuation of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrower to borrow, prepay, convert or continue any Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any loss, cost or expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set on the date such Eurodollar Loan was prepaid or converted or the date on which the Borrower failed to borrow, convert or continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section submitted to the Borrower by any Lender (with a copy to the Administrative Agent) shall be conclusive, absent manifest error.

  • Insurance Indemnity (a) For six years from the Effective Time, the Surviving Corporation shall maintain in effect the Company's and its Subsidiaries' current directors' and officers' liability insurance policies (the "Policies") covering those persons -------- who are currently covered by the Policies with respect to actions or omissions occurring prior to the Effective Time; provided, however, that in no event shall -------- ------- the Surviving Corporation be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company and its Subsidiaries for such insurance coverage, and, provided further, that if the -------- ------- annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain policies with the greatest coverage available for a cost not exceeding such amount. (b) The Surviving Corporation shall keep in effect in its bylaws provisions for a period of not less than six years from the Effective Time (or, in the case of matters occurring prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved) that provide for exculpation of director and officer liability and indemnification (and advancement of expenses related thereto) of the past and present officers and directors of the Company and its Subsidiaries to the fullest extent permitted by the DGCL, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enhance the rights of past or present officers and directors to indemnification or advancement of expenses, and shall observe the indemnification agreements existing in favor of past and present officers and directors of the Company and its Subsidiaries, each of which are listed in the Disclosure Letter and copies of which have been previously provided to Purchaser. (c) Subject to Section 8.6(f), from and after the Effective Time, the -------------- Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted under applicable law, each person who is, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, director or similar person of the Company or any Subsidiary, against all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement (collectively, "Losses") in connection with any claims, actions, suits, proceedings, ------ arbitrations, investigations or audits (collectively, "Litigation") arising ---------- before or after the Effective Time out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacities as such, which acts or omissions occurred prior to the Effective Time. Without limiting the foregoing, the Surviving Corporation shall periodically advance expenses as incurred with respect to the foregoing to the fullest extent permitted under applicable law provided that the person to whom the expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such person is not entitled to indemnification. (d) The provisions of this Section 8.6 are intended for the benefit of and ----------- shall be enforceable by each person who is now or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, an officer, director or similar person of the Company or any of its Subsidiaries. (e) If any Litigation described in Section 8.6(c) (each, an "Action") -------------- ------ arises or occurs, the Surviving Corporation shall control the defense of such Action with counsel selected by the Surviving Corporation, provided, that the -------- party seeking indemnification pursuant to Section 8.6(c) (each, an "Indemnified -------------- ----------- Party") shall be permitted to participate in the defense of such Action through ----- counsel selected by the Indemnified Party, at the Indemnified Party's expense. Notwithstanding the foregoing, if there is any actual or potential conflict between the Surviving Corporation and any Indemnified Party or there are additional defenses available to any Indemnified Party, such Indemnified Party shall be permitted to participate in the defense of such Action with counsel selected by the Indemnified Party, at the Surviving Corporation's expense; provided, however, that the Surviving Corporation shall not be obligated to pay -------- ------- the fees and expenses of more than one counsel for any Indemnified Party in any single Action. The Surviving Corporation shall not be liable for any settlement effected without its written consent, which consent shall not unreasonably be withheld. (f) Purchaser shall have no obligations under Section 8.6(c), unless and -------------- until the Surviving Corporation is unable to satisfy its indemnification obligations under this Section 8.6. -----------

  • Weekly Indemnity (a) Casual employees are eligible for weekly indemnity benefits upon accumulation of four hundred (400) hours of service seniority. Once established, eligibility for weekly indemnity is retained unless the casual employee loses service seniority. Weekly indemnity benefits are payable for each period of illness up to a maximum of fifteen (15) weeks at sixty percent (60%) of the casual employee's normal average earnings. Normal average earnings are calculated by averaging the straight-time compensation and the compensation paid in accordance with Clause 31.7 in the six (6) most recent biweekly pay periods in which earnings occurred. (b) The payment of benefits to a person who is laid off or separated prior to termination of his/her illness shall be continued after the layoff or separation until the total number of weeks for which benefits have been paid in respect of that illness is fifteen (15) weeks, except that benefits will cease on the effective date of a scheduled layoff or separation, if the illness occurs two (2) months (or less) before that layoff or separation provided that notice of the layoff or separation was given prior to the occurrence of the illness. (c) The benefits described in this clause shall not be available to an employee whose illness, injury or personal circumstances may be described by any one (1) of the following conditions: (1) who is not under the care of a licensed physician; (2) whose illness is occupational and is covered by Workers' Compensation; (3) whose illness is intentionally self-inflicted; (4) whose illness results from service in the Armed Forces; (5) whose illness results from riots, wars or participation in disorderly conduct; (6) who is ill during a period of paid vacation; (7) whose illness is sustained while he/she is committing a criminal offence; (8) who is engaged in an employment for a wage or profit; (9) who is ill during a strike or lockout at the place where he/she was employed if that illness commences during the strike or lockout; (10) who is serving a prison sentence. (d) The Parties agree that the complete premium reduction from the Employment Insurance Commission accruing through the improved sick leave plan and the weekly indemnity plan will be returned to the Employer. This is an exchange for the implementation of the above-mentioned plans.

  • Tenant’s Indemnity Other than in respect of the Excluded Liability, the Tenant shall indemnify and save harmless the Landlord from any and all costs, expenses, claims, actions and losses of every nature and kind whatsoever and of and from all liabilities of every nature and kind whatsoever in connection with the Demised Premises and this Lease, whether accrued, actual, contingent including, without limitation, the following but for certainty, excluding the Excluded Liability: (1) any breach, violation or non-performance of any covenant, obligation or agreement in this Lease on the part of the Tenant to be fulfilled, kept, observed or performed; (2) all legal fees and disbursements incurred in connection with any appeal, pertaining in any manner to this Lease and the Demised Premises; (3) any damage to property, either real or personal, owned by the Landlord or others resulting at any time upon or occurring in or about the Demised Premises, unless caused by the negligence of the Landlord or those for whom the Landlord is in law responsible; (4) any personal or bodily injury to any person or persons, including death, resulting at any time upon or occurring in or about the Demised Premises, unless caused by the negligence of the Landlord or those for whom the Landlord is in law responsible; (5) any contract, lien, mortgage, charge or encumbrance on or in respect of the Demised Premises arising from or occasioned by the act, default or negligence of the Tenant or those for whom the Tenant is in law responsible; (6) all costs and expenses of every kind and nature relating to the Demised Premises, unless expressly excluded under this Lease or unless expressly stated in this Lease to be the responsibility of the Landlord. Without limiting the generality of the foregoing, the Tenant is not responsible for any costs incurred by the Landlord with respect to the preparation and/or review of such documentation required by the Landlord to give effect to the Demised Premises, unless expressly stated to be the responsibility of the Tenant; and (7) any appeal of an assessment of Taxes made by the Tenant, excluding any financial loss of the Landlord due to a reduction in the amount of Taxes payable by the Tenant resulting from such appeal being successful. This section shall survive the termination or expiry of this Lease, any provisions in this Lease to the contrary notwithstanding.