Termination Indemnification Clause Samples
The 'Termination; Indemnification' clause defines the conditions under which the agreement may be ended by either party and outlines the responsibilities for compensating losses or damages arising from breaches or certain specified events. Typically, this clause details the procedures for giving notice of termination, the effects of ending the contract, and the obligations that survive termination, such as payment of outstanding amounts or return of confidential information. Additionally, it specifies which party must indemnify the other for claims, liabilities, or expenses resulting from actions like negligence or violation of the agreement. The core function of this clause is to provide a clear framework for ending the contractual relationship and to allocate risk by ensuring that parties are protected against losses caused by the other’s actions.
Termination Indemnification. PROXIMITY may, upon written notice to Customer, immediately terminate this Agreement and any further obligations to make shipments hereunder if Customer fails to comply with the terms of this Agreement including (without limitation) in the event that Customer becomes insolvent or bankrupt, or is more than 45-days delinquent in payments to PROXIMITY. Customer may not cancel or modify this Agreement except upon terms accepted in writing by PROXIMITY. If Customer cancels or modifies this Agreement, Customer shall compensate PROXIMITY for all costs and damages resulting therefrom, including (without limitation) lost profits, allocable overhead, commodity market losses and all other incidental and consequential damages. Customer shall defend, indemnify and hold harmless PROXIMITY from and against all damages, losses, claims and expenses, including attorneys' fees, incurred by PROXIMITY as a result of any breach by Customer of any of its obligations under this Agreement.
Termination Indemnification. Any person employed with the City and covered by this Agreement, who is not a member of the Union and who does not make application for membership within thirty
Termination Indemnification. We may in our sole discretion, suspend or terminate Discover Network Card processing services under the Agreement for any actual or suspected data security compromise. Notwithstanding anything in this Agreement to the contrary, you agree to indemnify and hold us harmless from and against all losses, liabilities, damages and expenses resulting from your failure to comply with the Security Requirements.
Termination Indemnification. A. Producer reserves the right to terminate this agreement with Crew Member for any reason at any time subject only to the obligation to pay to Crew Member any accrued and unpaid compensation. (if applicable) and to inform the Faculty Adviser in case the termination is disputed.
B. Without limiting the foregoing, this agreement is subject to tennination in the event of any incapacity or default by Crew Member or in the case of any suspension or postponement of production by reason of injury to person or property, weather problems, political instability or insurrection, labor controversy, strike, act of God, governmental action, regulation, or decree, or for any other customary "force majeure" reason.
C. Neither party shall hold the other responsible for damages or delays in performance caused by force majeure, acts of God, or other events entirely beyond the control of the other party or that could not have been reasonably foreseen and prevented. For this purpose, such acts or events shall include, without limitation, unusual weather affecting performance, floods, epidemics, war, riots, and demonstrations: Should such acts or events occur, both parties shall use their best efforts to overcome the difficulties and to resume as soon as reasonably possible the pursuit of the services.
D. By signing this Agreement, Crew Member acknowledges and affirms that they/he/she has read and agreed to all of the provisions of the attached Agreement, Release and Waiver of Liability and Attachment A thereto, which documents are expressly incorporated by reference into this agreement. Failure to provide such waiver shall constitute a default under this agreement.
Termination Indemnification. This Agreement may be terminated and the purchase and sale of the New Shares may be abandoned at any time before the Closing occurs:
(a) by mutual written agreement signed by all Parties to this Agreement, before the Closing Date;
(b) by the Buyer, if the Buyer delivers a notice to the New Seller and the Escrow Agent before the Second Depositing Date stating that the Buyer is not satisfied with the Due Diligence Result;
(c) by the Buyer, provided that Buyer has performed all of its obligations pursuant to this Agreement, if any New Seller Party breaches or fails to perform or mispresent any of the representations, warranties, covenants or agreements made by the New Seller Parties in or pursuant to this Agreement, which breach or misrepresentation or failure to perform by the New Seller Party is not rectified to Buyer’s satisfaction on or before the date which is five (5) business days after the Closing Date; or
(d) by the New Seller, (i) if the Buyer breaches or fails to perform or mispresents any of the representations, warranties, covenants or agreements made by the Buyer in or pursuant to this Agreement, or (ii) if the Buyer fails to pay the Purchase Price on or before the date which is two business days after the Closing Date, provided that all of the conditions set forth in Section 4.1 have been satisfied by the New Seller Parties. If the Buyer and the New Seller Parties terminate this Agreement by written agreement among all Parties, in accordance with Section 6.7(a) above, then upon receipt of the notice, the Escrow Agent shall immediately (i) return the Purchase Price which is deposited in the Trust Account to the Buyer ($15,000 of which will be deducted by the Escrow Agent for the payment of the Buyer’s legal fees to the Law Office of Yue& Associates); and (ii) return the stock certificates and other documents deposited by New Seller to the New Seller, and this Agreement will be of no further force or effect and such termination will relieve any Party from any liability hereunder. If the Buyer terminates this Agreement in accordance with Section 6.7(b) above, then upon receipt of the notice, the Escrow Agent shall immediately (i) return the Purchase Price which is deposited in the Trust Account to the Buyer ($15,000 of which will be deducted by the Escrow Agent for the payment of the Buyer’s legal fees to the Law Office of Yue& Associates); and (ii) return the stock certificates and other documents deposited by New Seller to the New Seller, and th...
Termination Indemnification