UNDERTAKINGS AND INDEMNIFICATION Sample Clauses

The "Undertakings and Indemnification" clause sets out the obligations (undertakings) that one or both parties agree to fulfill, as well as the responsibility to compensate (indemnify) the other party for certain losses or damages. Typically, this clause details specific actions or standards the parties must adhere to, such as compliance with laws or refraining from harmful conduct, and outlines scenarios where one party must cover costs or liabilities incurred by the other, for example, due to breaches or third-party claims. Its core function is to allocate risk and ensure accountability, protecting parties from financial harm resulting from the other’s actions or failures to act as agreed.
UNDERTAKINGS AND INDEMNIFICATION. Unless otherwise stipulated in this Agreement, Party B shall, upon the demand of Party A, indemnify Party A against and hold Party A harmless from losses, expenses, damages, claims, actions, debts or liabilities arising from the following causes:
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UNDERTAKINGS AND INDEMNIFICATION i. The Franchisor will not acknowledge nor be held liable to prospective sellers or the Franchisee for any advice, recommendation given or made by the Franchisee, its agents, employees, officers, affiliates, partners or any person acting under instructions from the Franchisee or deriving authority from the Franchisee under this Agreement to any prospective seller and/or any other activities that require licensing as per the relevant legislation(s), and the Franchisee will indemnify the Franchisor from any loss and/or liability arising from any such advice, recommendation and/or from any delay, default and/or neglect on the part of the Franchisee in relation to any prospective seller. ii. The Franchisee is liable to supervise activities of its officers, employees etc (if any) in order to be in compliance with the terms of this Agreement. The Franchisor shall not be liable for any activities performed by the Franchisee outside the scope of this Agreement and/or any damages that may be caused, directly or indirectly, by the Franchisee/ its agents/ assigns / employees or any such person to the third parties; iii. The Franchisee should obtain the prior approval of the Franchisor relating to marketing intended to be performed on any internet search engine, display, and/or on any of the Franchisor’s websites, in other words, the Franchisee should avoid “competitive marketing” against the Franchisor; iv. The Franchisee hereby irrevocably waives its right to, and shall indemnify the Franchisor and its members, including its directors, shareholders, officers and employees, for and against, any and all claim(s) and/or demand(s) made against the Franchisor and/or any member of the Franchisor, the directors, shareholders, officers, and employees or against any claims, as a result of or arising from any action, inaction or representation of the Franchisee or its employees or agents; v. The Franchisee acknowledges and agrees that in cases where any Regulatory body makes an inquiry, in respect of any subject matter, related to the execution of this Agreement and thereafter, if such required, the Franchisee shall cooperate with the Franchisor and provide any/all requested information instantly; vi. The Franchisee shall bear the responsibility for the operation of its business and/or any actions and/or omissions of the Franchisee, its employees (if any) and/or any other authorized representative of the Franchisee participating in the activities in connection herewith; vii. ...
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UNDERTAKINGS AND INDEMNIFICATION. 10.1 Unless otherwise stipulated in this Agreement, Party B shall, upon the demand of Party A, indemnify Party A against and hold Party A harmless from losses, expenses, damages, claims, actions, debts or liabilities arising from the following causes: 10.1.1 injuries of any person or damages of property of citizens or institutions other than Party A or both Parties to this Agreement due to failure of performance or observation by Party B of this Agreement, unless such losses, expenses, damages, claims, actions, debts or liabilities were caused by Party A's gross negligence or willful misconduct or by an event of Force Majeure. 10.2 Unless otherwise stipulated in this Agreement, in the event of personal injuries or property damages within the premises of the Leased Property due to failure of Party A to fulfill its rights and obligations as stipulated in this Agreement, Party B may claim for compensation from Party A and Party A shall indemnify Party B against and hold Party B harmless from any losses, expenses, damages, claims, actions, debts or liabilities unless such events were caused by gross negligence or willful misconduct on the part of Party B or by an event of Force Majeure. 10.3 Due to historical reasons, certain Leased Property leased by Party B have not been granted with title certificates and leasing permits. The Parties agree that Party A shall obtain the aforesaid certificates and permits and Party B shall render necessary assistance. Party A shall bear all the relevant fees and expenses in the course of obtaining the aforesaid certificates and permits. Before Party A has obtained such certificates and permits, neither Party shall cancel this Agreement on the ground that Party A has not acquired the aforesaid documents, or the Party raising the issue of canceling this Agreement shall bear, in addition to its own losses, all the losses sustained by the other Party. 10.4 Party A hereby acknowledges and agrees that any dispute with a third party arising from the lack of clarity of the property rights of the Leased Property shall have no bearing on Party B, and that Party A shall resolve any contest raised by any third party over Party B's use of the Leased Property, and such contest shall not affect Party B's use of the Leased Property hereunder. Party A shall compensate Party B for any losses sustained by Party B as the result of the aforesaid reason.
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Related to UNDERTAKINGS AND INDEMNIFICATION

  • Defense and Indemnification 12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Survival and Indemnification 30 10.01 Survival........................................................................ 30 10.02

  • Waiver and Indemnification (a) Neither the Partners nor any Person acting on their behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the Partners by this Agreement and the Act, provided that the Partner’s or such other Person’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the Partner or such other Person shall not be guilty of fraud, misconduct or negligence. The Partnership shall, and hereby does, indemnify and hold harmless the Partners and their Affiliates and any individual acting on their behalf from any loss, damage, claims or liability, including, but not limited to, reasonable attorneys’ fees and expenses, incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification, any such indemnification to be satisfied solely out of the assets of the Partnership. (b) Any Person entitled to indemnification under this Agreement shall be entitled to receive, upon application therefor, advances to cover the costs of defending any proceeding against such Person; provided, however, that such advances shall be repaid to the Partnership, without interest, if such Person is found by a court of competent jurisdiction upon entry of a final judgment not to be entitled to such indemnification. All rights of the indemnitee hereunder shall survive the dissolution of the Partnership; provided, however, that a claim for indemnification under this Agreement must be made by or on behalf of the Person seeking indemnification prior to the time the Partnership is liquidated hereunder. The indemnification rights contained in this Agreement shall be cumulative of, and in addition to, any and all rights, remedies and recourse to which the person seeking indemnification shall be entitled, whether at law or at equity. Indemnification pursuant to this Agreement shall be made solely and entirely from the assets for the Partnership and no Partner shall be liable therefor.