Waivers and Indemnification Clause Samples

Waivers and Indemnification. Sponsor and Host mutually waive all claims against each other for any injuries, damages, losses or claims, whether known and unknown, which arise during or resulting from its participation in the Conference, regardless of whether or not caused in whole or part by the negligence or other fault of the other party. Sponsor and Host releases and forever discharge each other from all such claims. Sponsor and Host agrees to mutually indemnify and hold harmless from all losses, liabilities, damages, costs or expenses (including but not limited to reasonable attorneys’ fees and other litigation costs and expenses) incurred by themselves as a result of any claims or suits that the other party (or anyone claiming by, under or through that party) may bring to recover any losses, liabilities, costs, damages or expenses which arise during or resulting from participation in the Conference, regardless of whether or not caused in whole or part by the negligence or other fault of the other party.
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Waivers and Indemnification. 5.1 Non-Liability of TOWNSHIP Officials, Employees and Agents. No elective or appointive board, commission, member, officer, employee or other agent of the TOWNSHIP shall be personally liable to LICENSEE, its successors and assigns, in the event of any default or breach by the TOWNSHIP or for any amount which may become due to LICENSEE, its successors and assigns, or for any obligation of TOWNSHIP under this Agreement. SAMPLE
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Waivers and Indemnification. 5.1 Non-Liability of Township Officials, Employees and Agents. No elective or appointive board, commission, member, officer, employee or other agent of the Township shall be personally liable to LICENSEE, its successors and assigns, in the event of any default or breach by the Township or for any amount which may become due to LICENSEE, its successors and assigns, or for any obligation of Township under this Agreement.
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Waivers and Indemnification. Sponsor waives all claims against Host for any injuries, damages, losses or claims, whether known and unknown, which arise during or resulting from its participation in the Conference, regardless of whether or not caused in whole or part by the negligence or other fault of Host. Sponsor releases and forever discharges the Host from all such claims. Sponsor agrees to indemnify and hold Host harmless from all losses, liabilities, damages, costs or expenses (including but not limited to reasonable attorneys’ fees and other litigation costs and expenses) incurred by the Host as a result of any claims or suits that Sponsor (or anyone claiming by, under or through Sponsor) may bring against Host to recover any losses, liabilities, costs, damages or expenses which arise during or resulting from Sponsor’s participation in the Conference, regardless of whether or not caused in whole or part by the negligence or other fault of Host.
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Waivers and Indemnification. 5.1 Non-Liability of TownshipOfficials, Employees and Agents. No elective or appointive board, commission, member, officer, employee or other agent of the Townshipshall be personally liable to FRANCHISEE, its successors and assigns, in the event of any default or breach by the Township or for any amount which may become due to FRANCHISEE, its successors and assigns, or for any obligation of Township under this Agreement. 5.2 Obligation to Indemnify the Township. FRANCHISEE, its successors and assigns, shall hold harmless, defend, protect and indemnify the Township, including, without limitation, each of its commissions, departments, officers, agents, employees and contractors, from and against any and all actions, losses, liabilities, expenses, claims, demands, injuries, damages, fines, penalties, costs, judgments or suits including, without limitation, reasonable attorneys' fees and costs (collectively, “Claims”) of any kind allegedly arising directly or indirectly from: (i) any act by, omission by, or negligence of FRANCHISEE or its contractors or subcontractors, or the officers, agents, or employees of any of them, while engaged in the performance of the work or conduct of the activities authorized by this Agreement, or while in or about the Public Rights-of-Way or any other Township property for any reason connected in any way whatsoever with the performance of the work, conduct of the activities or presence of the DAS/Small Cell Networks authorized by this Agreement, or allegedly resulting directly or indirectly from the presence, construction, installation, maintenance, replacement, removal or repair of the DAS/Small Cell Networks,
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Waivers and Indemnification. 5.1 Non-Liability of City/Village/Township Officials, Employees and Agents. No elective or appointive board, commission, member, officer, employee or other agent of the City/Village/Township shall be personally liable to LICENSEE, its successors and assigns, in the event of any default or breach by the City/Village/Township or for any amount which may become due to LICENSEE, its successors and assigns, or for any obligation of City/Village/Township under this Agreement. 5.2 Obligation to Indemnify the City/Village/Township. LICENSEE, its successors and assigns, shall hold harmless, defend, protect and indemnify the City/Village/Township, including, without limitation, each of its commissions, departments, officers, agents, employees and contractors, from and against any and all actions, losses, liabilities, expenses, claims, demands, injuries, damages, fines, penalties, costs, judgments or suits including, without limitation, reasonable attorneys' fees and costs (collectively, “Claims” or “Claim”) of any kind, including, but not limited to, personal or bodily injury, death and property damage, made upon the City/Village/Township arising out of a third-party claim, directly or indirectly, involving any acts or omissions of LICENSEE or its contractors or subcontractors, or the officers, agents, or employees of any of them, while in the exercise of the rights or performance of the duties under this Agreement or otherwise, except to the extent that any such Claims result from the sole negligence or willful misconduct of the City/Village/Township, including, without limitation, each of its commissions, boards, departments, officers, agents, employees or contractors.
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Waivers and Indemnification. Sponsor and Host mutually waive all claims against each other for any injuries, damages, losses or claims, whether known and unknown, which arise during or resulting from its participation in the Conference, regardless of
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Waivers and Indemnification 
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Related to Waivers and Indemnification

  • 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.

  • Waivers Indemnification 90 11.1 Demand; Protest; etc...........................................................................90 11.2 The Lender Group's Liability for Collateral....................................................90 11.3 Indemnification................................................................................90

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

  • 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.

  • 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.