Release of Indemnity Sample Clauses

Release of Indemnity. The obligations and liabilities of Indemnitor under this Indemnity shall terminate and be of no further force and effect with respect to any unasserted claim when all of the following conditions are satisfied in full: (i) Lender has not foreclosed or otherwise taken title to the Property, (ii) there has been no material change, between the date hereof and the date the Loan is paid in full, in any Environmental Law, the effect of which change would make a lender or mortgagee liable in respect to any matter for which Lender is entitled to indemnification pursuant to this Indemnity, notwithstanding the fact that the Loan is paid in full, (iii) Lender shall have received, at Indemnitor’s expense, an updated environmental report dated within sixty (60) days of the requested release showing, to the reasonable satisfaction of Lender, that there exists no matter for which Lender is entitled to indemnification pursuant to this Indemnity, and (iv) two (2) years have passed since date that the Loan has been paid in full. In addition, and notwithstanding that Lender may have filed a foreclosure with respect to the Property, provided such foreclosure proceeding has been dismissed or otherwise concluded with a purchaser other than Lender taking title to the Property, then, if the conditions of clauses (ii) through (iv) above are satisfied, then Lender, within ten (10) business days following Indemnitor's request, shall execute and deliver a release of this Indemnity to Indemnitor.
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Release of Indemnity. In consideration of the right to participate in the activity, I hereby indemnify, hold harmless and release from any legal liability PLX Fit Club and its trustees, employees, faculty, staff, agents, instructors, and all individuals assisting with the activity for injury or death caused by or resulting from my use of the facility, participation in the activity or in any way connected with my participation in all phases of the activity, whether such injury or death was caused by the alleged negligence of the above named, another participant, or any other person or cause. This agreement will apply for each and every day I engage in the activity without requiring me to sign an additional form for each day or activity.
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Release of Indemnity. Obligations At or prior to the Closing, the Seller will execute and deliver, or cause to be executed and delivered, to the Acquired Company, for the benefit of it, a general release and discharge, in the form and substance set forth in Exhibit 5.2.4 to the Purchaser, releasing and discharging the Acquired Company from all obligations to indemnify the Seller or otherwise hold the Seller or any Seller’s Affiliate harmless pursuant to any contract entered into prior to the Closing.
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Release of Indemnity 
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Related to Release of Indemnity

  • Scope of Indemnity The actions, suits and proceedings described in Sections 1 and 2 hereof shall include, for purposes of this Agreement, any actions that involve, directly or indirectly, activities of the Indemnitee both in his official capacities as a Company director or officer and actions taken in another capacity while serving as director or officer, including, but not limited to, actions or proceedings involving (i) compensation paid to the Indemnitee by the Company, (ii) activities by the Indemnitee on behalf of the Company, including actions in which the Indemnitee is plaintiff, (iii) actions alleging a misappropriation of a "corporate opportunity," (iv) responses to a takeover attempt or threatened takeover attempt of the Company, (v) transactions by the Indemnitee in Company securities, and (vi) the Indemnitee's preparation for and appearance (or potential appearance) as a witness in any proceeding relating, directly or indirectly, to the Company. In addition, the Company agrees that, for purposes of this Agreement, all services performed by the Indemnitee on behalf of, in connection with or related to any subsidiary of the Company, any employee benefit plan established for the benefit of employees of the Company or any subsidiary, any corporation or partnership or other entity in which the Company or any subsidiary has a 5% ownership interest, or any other affiliate of the Company, shall be deemed to be at the request of the Company.

  • Survival of Indemnity The indemnification provided by this Agreement shall be a continuing right to indemnification and shall survive the registration and sale of any Registerable Securities by any person entitled to indemnification hereunder and the expiration or termination of this Agreement.

  • Limitation of Indemnity 3.1 Subject to Clause 31.9, an indemnity by either Party under any provision of this Agreement will be without limitation to any indemnity by that Party under any other provision of this Agreement.

  • Conditions of Indemnification The respective obligations and liabilities of Seller and Purchaser (the "indemnifying party") to the other (the "party to be indemnified") under Sections 6.01 and 6.02 hereof with respect to claims resulting from the assertion of liability by third parties shall be subject to the following terms and conditions: (a) Within 20 days (or such earlier time as might be required to avoid prejudicing the indemnifying party's position including the entry of a default judgment) after receipt of notice of commencement of any action evidenced by service of process or other legal pleading, or with reasonable promptness after the assertion in writing of any claim by a third party, the party to be indemnified shall give the indemnifying party written notice thereof together with a copy of such claim, process or other legal pleading, and the indemnifying party shall have the right to undertake the defense thereof by representatives of its own choosing and at its own expense; provided, however, that the party to be indemnified may participate in the defense with counsel of its own choice and at its own expense. (b) In the event that the indemnifying party, by the 30th day after receipt of notice of any such claim (or, if earlier, by the 10th day preceding the day on which an answer or other pleading must be served in order to prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, the party to be indemnified will (upon further notice to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party and at the indemnifying party's expense, subject to the right of the indemnifying party to assume the defense of such claims at any time prior to settlement, compromise or final determination thereof. (c) Anything in this Section 6.03 to the contrary notwithstanding, the indemnifying party shall not settle any claim without the consent of the party to be indemnified unless such settlement involves only the payment of money and the claimant provides to the party to be indemnified a release from all liability in respect of such claim. If the settlement of the claim involves more than the payment of money, the indemnifying party shall not settle the claim without the prior consent of the party to be indemnified, which consent shall not be unreasonably withheld. (d) The party to be indemnified and the indemnifying party will each cooperate with all reasonable requests of the other.

  • Manner of Indemnification Any claims for indemnification under this Article III shall be made in the manner set forth in Section 6.05 and Section 6.06 and are subject to the provisions set forth in Sections 6.07, 6.08 and 6.09.