Party Indemnification Clause Samples

Party Indemnification. To the fullest extent permitted under applicable Law, each Party will defend, indemnify, and hold Consortium and the other Parties (and their respective Representatives) harmless for, from, and against all claims, actions, proceedings, damages, liabilities, injuries, losses, and expenses of every kind, whether known or unknown, including, without limitation, attorney fees and costs, resulting from or arising out of the Party’s breach and/or failure to perform the Party’s obligations contained in this Agreement. Each Party will retain all immunities and privileges granted under the Oregon Tort Claims Act (ORS 30.260 – ORS 30.300) and all other statutory rights granted due to the Party’s status as a public body or agency.
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Party Indemnification. Subject to section 11.2, both PARTIES shall, to the extent permitted by their respective state’s laws, defend, indemnify, save, and hold harmless each other, their officers and employees from any and all claims, suits, expenses and liabilities which may occur in the performance of this PROGRAM. The obligation to defend and indemnify shall not include such claims, costs, damages, or expenses to the extent caused by the sole acts of the PARTY seeking defense and indemnification or its authorized agents or employees; Provided that, if the claims or damages are caused by or result from the concurrent acts of (i) the PARTY seeking defense and indemnification, its authorized agents or employees and (ii) the from whom defense and indemnity is being sought, its agents or employees, this defense and indemnity provision shall be valid and enforceable only to the extent of the acts or omissions of the PARTY from whom defense and indemnity is being sought. Each PARTY also agrees that its obligations under this section extend to any claim, demand and/or cause of action brought by, or on behalf of, any of its employees, or agents while performing work in connection with the PROGRAM.
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Party Indemnification. (i) Indemnification by Party−2. Upon receipt of notice from Party−1 requesting Party−2 to do so, Party−2 agrees to indemnify, defend, and hold harmless Party−1 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by: (a) violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right due to Party−2 providing the Services or Deliverables (except to the extent a Claim is caused by Party−1's internally created specifications); (b) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party−2's negligent or willful acts and omissions; or (c) failure of the Services or Deliverables to conform with the requirements of this Agreement. (ii) Indemnification by Party−1. Upon receipt of notice from Party−2 requesting Party−1 to do so, Party−1 agrees to indemnify, defend, and hold harmless Party−2 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right to the extent caused by Party−1's internally created specifications or Party−1's use of the Services or Deliverables.
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Party Indemnification. This inspection and report is not intended for the use or benefit of anyone other than the Client listed above and Client agrees that he/she will not provide the report or any results of the inspection to any party. No third party shall have any right arising from the inspection or this report.
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Party Indemnification. Each party hereby agrees to indemnify and hold harmless the other party with respect to any third-party claims, demands, or action arising from this service Agreement to the extent that the indemnifying party's negligent or wrongful acts or omissions give rise to said third-party claims, demands or actions. Such indemnification hereunder shall include, but shall not be limited to, disputes related to the FCC or any State Public Utilities Commission rules. Indemnification hereunder shall cover, but is not limited to, costs and attorney fees incident to any of the foregoing.
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Party Indemnification. If the Company or a Party is made a party to any Litigation or otherwise incurs any loss or expense as a direct result of (i) any other Party's personal obligations or liabilities unrelated to Company business, (ii) any other Party's breach of this Agreement, or (iii) a dispute between or among a Party, its Affiliate(s) and/or its direct or indirect owner(s), including any claims made against the Company or a Party relating to any other Party's alleged breach of its governing documents, such other Party shall indemnify and reimburse the Company and the Party made a party to the Litigation for any and all loss and expense incurred by the Company and/or that Party in connection with the Litigation, including its or their reasonable attorneys' fees expended to defend the Litigation, any judgments obtained against the Company or that Party in the Litigation, and any amounts paid to settle the alleged claims in the Litigation. The liability of any Party pursuant to this Clause (20.2) may be assessed against such Party's Shares in the Company, including such Party’s right to receive distributions or payments from the Company; provided, however, the liability of a Party under this Clause (20.2) shall be limited to such Party's Shares in the Company. Nothing herein contained shall be deemed to imply that any Person shall be a third party beneficiary of the terms of this Clause (20.2) (which terms shall inure solely to the benefit of the Company and the respective Parties, as expressly set forth in this Clause (20.2)).
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Related to Party Indemnification

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Liability Indemnification Controlled Affiliate hereby agrees to save, defend, indemnify and hold Plan and BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description which may arise as a result of Controlled Affiliate's rendering of health care services under the Licensed Marks.

  • Seller Indemnification (a) The Seller agrees to indemnify and hold harmless Purchaser against any and all Damages. “Damages,” as used herein, shall include any claim, action, demand, loss, cost, expense, liability (joint or several), penalty and other damage, including, without limitation, reasonable counsel fees and other costs and expenses reasonably incurred in investigation or in attempting to avoid the same or oppose the imposition thereof or in enforcing this indemnity, resulting to Purchaser from (i) any inaccurate representation made by or on behalf of The Seller or the Company in this Agreement or any certificate or other document referenced in, this Agreement and delivered pursuant hereto, (ii) the breach of any of the warranties or agreements made by or on behalf of the Seller or the Company in this Agreement or any certificate or other document referenced in this Agreement and delivered pursuant hereto, or (iii) the breach or default in the performance by the Seller of any of the obligations to be performed hereunder. The Seller agrees to pay or reimburse the Purchaser for any payment made or amount payable or loss suffered or incurred by the Purchaser at any time from and after the Closing in respect of any Damages to which the foregoing indemnity relates. (b) If any claim shall be asserted against Purchaser by a third party for which Purchaser intends to seek indemnification from the Seller under this Section, Purchaser shall given written notice to the Seller of the nature of the claim asserted within forty-five (45) days after any executive officer of Purchaser learns of the assertion thereof and determines that the Purchaser may have a right of indemnification with respect thereto, but the failure to give this notice will not relieve the Seller of any liability hereunder in respect of this claim. The Purchaser shall have the exclusive right to conduct, through counsel of its own choosing, which counsel is approved by the Seller (which approval may not be unreasonably withheld), the defense of any such claim or action, and may compromise or settle such claims or actions with the prior consent of the Seller (which shall not be unreasonably withheld).