Indemnification Contract Clauses (12,390)

Indemnification. Throughout the Term of Employment, the Corporation hereby agrees to maintain officers and directors liability insurance with one or more recognized insurance carriers and to cover the Executive under all of such policies and to provide indemnity to the Executive, in his capacity described in this Agreement, to the fullest extent provided under Georgia Law as provided herein. In addition, throughout the Term of Employment, the Corporation hereby agrees to agree to indemnify, defend and hold harml...ess the Executive and his Affiliates and, if applicable, the directors, officers, shareholders, employees, attorneys, accountants, agents and representatives of any affiliate of the Executive and the heirs, successors and assigns of the Executive or his affiliates (collectively, the "Indemnified Parties") to the fullest extent permitted under Georgia law, from and against any and all claims, liabilities, costs, expenses, including without limitation the payment by the Corporation of all legal fees, court costs and filing fees, as incurred by the Executive (collectively, "Claims"), based upon, arising out of or otherwise in respect of (i) any act of omission or commission by the Corporation or its board of directors, (ii) the failure of the Corporation to perform or observe fully any covenant, agreement or provision to be performed or observed by the Corporation to any third party, or (iii) any third-party Claim arising out of or in connection with the operation of the Business of the Corporation. View More

Indemnification. Consultant shall indemnify and hold the Company, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon any breach or alleged breach by Consultant of any obligation set forth in this Agreement, or Consultant's gross negligence or willful misconduct. Consultant further agrees to indemnify the Company and hold it harmless to th...e extent of any obligation imposed on the Company (i) to pay withholding taxes or any other applicable taxes or (ii) otherwise resulting from Consultant's being determined not to be an independent contractor. View More

Indemnification. Tenant agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold harmless Landlord, and Landlord's partners, members, managers, officers, representatives agents, employees and contractors, from and against any and all claims, demands, losses, liabilities, causes of action, suits, judgments, damages, costs and expenses (including attorneys' fees) (collectively, "Claims"), arising from any occurrence in or about the Premises, the use and occupancy of the Premises, or fr...om any activity, work, or thing done, permitted or suffered by Tenant, its agents, employees, contractors, shareholders, partners, invitees, subtenants or assignees in or about the Premises, the Building or the Project or due to any other act or omission of Tenant, its subtenants, assignees, invitees, employees, contractors and agents (other than any loss arising from the sole negligence, gross negligence, or willful misconduct of Landlord or its members, managers, contractors, employees, or agents). This indemnity provision shall survive termination or expiration of this Lease. Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold harmless Tenant, and Tenant's partners, members, managers, officers, representatives agents, employees and contractors, from and against any and all Claims to the extent arising from Landlord's gross negligence, sole negligence, or willful misconduct. The furnishing of insurance required hereunder shall not be deemed to limit Tenant's obligations under this Paragraph 18. Landlord shall not be liable to Tenant, and Tenant hereby waives all Claims against Landlord and the other indemnified parties, for any damages arising from any act, omission or neglect of any other tenant 23 in the Project and in no event shall Landlord or any of the other indemnified parties be liable for any injury or interruption to Tenant's business or any loss of income therefrom under any circumstances and neither Landlord nor any of the other indemnified parties shall be liable for any indirect or consequential losses or damages suffered by Tenant. Notwithstanding anything to the contrary contained in this Lease, in no event shall Landlord be liable to Tenant for any damage to the Premises or for any loss, damage or injury to any property of Tenant therein or thereon, or persons therein or thereon, occasioned by bursting, rupture, leakage or overflow of any plumbing or other pipes (including without limitation, water, steam or refrigerant lines), sprinklers, tanks, drains, drinking fountains or washstands, the failure of any systems or facilities in the Premises or other similar cause at, in, above, upon or about the Premises; and Landlord shall not be liable for any loss or damage to person or property sustained by Tenant, or any other person or entity, which may be caused by the Premises, or any appurtenances thereto, being out of repair, or by theft, vandalism, crime or other wrongdoing, or by any act or neglect of any other person or entity. View More

Indemnification. 5.1 ADDRESSES AND NOTICES. 5.2 TITLES AND CAPTIONS. 5.3 ASSIGNABILITY. 5.4 PRONOUNS AND PLURALS. 5.5 FURTHER ACTION. 5.6 APPLICABLE LAW. 5.8 INTEGRATION. 5.9 AMENDMENT. 5.10 CREDITORS. 5.12 RIGHTS AND REMEDIES. 5.13 COUNTERPARTS.

Indemnification. (a) LSG shall defend, indemnify and hold Strong and its parents, affiliates, subsidiaries, directors, officers, agents, employees, licensees, successors, and assigns (collectively, "Strong Indemnitees") harmless from and against any third party claims, charges, damages, costs, expenses (including reasonable outside attorneys' and accountant's fees and disbursements), judgments, settlements, penalties, liabilities or losses of any kind or nature whatsoever (collectively, "Expenses") arising out o...f or resulting from any breach of any of LSG's warranties, representations or undertakings under any provision of this Agreement. (b) Strong shall indemnify and hold LSG and its parents, affiliates, subsidiaries, directors, officers, agents, employees, licensees, successors, and assigns (collectively, "LSG Indemnitees") harmless from and against any and all Expenses arising out of or resulting from any breach by Strong of its assumption of obligations contained herein or by reason of or resulting from any breach of any of LSG's warranties, representations or undertakings under any provision of this Agreement; the development, production, distribution and/or other exploitation of a production produced by Strong based upon any of the Projects and/or ancillary rights therein, except to the extent such Expenses are subject to or covered by LSG's indemnification obligations hereunder. (c) If either a LSG Indemnitee or a Strong Indemnitee is entitled to indemnification hereunder (an "Indemnitee"), the Indemnitee will give the indemnifying party ("Indemnitor") prompt written notice of the applicable claim (but any delay in notification will not relieve Indemnitor of its indemnification obligations under this Agreement except to the extent that such delay materially impairs Indemnitor's ability to defend such claim). The Indemnitee will cooperate reasonably with Indemnitor and provide all information and assistance as Indemnitor may reasonably require in connection with the defense and settlement of such claim. Indemnitor will, at its own expense, control the defense and settlement of such claim, but Indemnitor may not, without the prior written approval of Indemnitee, enter into or acquiesce to any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of any of the Indemnitee. In addition, the Indemnitee will have the right to participate, at their own expense and with counsel of their own choosing, in the defense of any claim, in which case Indemnitee will cooperate reasonably with the Indemnitor and provide all information and assistance as the Indemnitor may reasonably require in connection with the defense and settlement of such claim. View More

Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each Merchant's credit card and check processors (collectively, "Processor") and Processor's officers, directors, and shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by Processor resulting from (a) claims asserted by LG for monies owed to LG from any Merchant and (b) actions taken by any Processor in reliance upon information or i...nstructions provided by LG. View More

Indemnification. The Company agrees to indemnify, defend and hold Computershare harmless from, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable and documented fees and expenses of external legal counsel) that may be paid, incurred or suffered by it, or which it may become subject arising out of the assignment contemplated hereunder in connection with events occurring before the ...date of this Agreement. View More

Indemnification. 9.1 Indemnification by Consultant. (a) Consultant shall indemnify, defend (at Consultant's expense) and hold Customer, its Affiliates and their respective officers, directors, agents and employees harmless from and against any court costs, reasonable attorneys' fees and expenses, settlement expenses, court-awarded damages and reasonable costs of investigation arising out of or resulting from: [***] (b) [***] 9.2 Indemnification by Customer. Customer shall indemnify, defend (at Customer's expense...) and hold Consultant, its Affiliates and their respective officers, directors, agents and employees harmless from and against any court costs, reasonable attorneys' fees and expenses, settlement expenses, court-awarded damages and reasonable costs of investigation arising out of or resulting from (i) any bodily injury or real or tangible personal property damage arising out of Customer's negligence or willful misconduct; and (ii) any third-party claim that such third party's patent, trademark, trade secret, copyright or trade dress right is infringed, misappropriated or violated by any Customer Materials. Proprietary & Confidential 7 9.3 Indemnification Procedures. Promptly after receipt by an indemnified party of a notice of any claim or the commencement of any action, such indemnified party shall: (a) notify the indemnifying party in writing of any such claim; (b) provide the indemnifying party with reasonable assistance to settle or defend such claim, at the indemnifying party's own expense; and (c) grant to the indemnifying party the right to control the defense and/or settlement of such claim, at the indemnifying party's own expense; provided, however, that: (i) the failure to so notify, provide assistance and grant authority and control shall only relieve the indemnifying party of its obligation to the indemnified party to the extent that the indemnifying party is prejudiced thereby; (ii) the indemnifying party shall not, without the indemnified party's consent (such consent not to be unreasonably withheld or delayed), agree to any settlement that: (A) makes any admission on behalf of the indemnified party; or (B) consents to any injunction against the indemnified party (except an injunction relating solely to the indemnified party's continued use of any infringing Deliverable or Customer Materials); and (iii) the indemnified party shall have the right, at its expense, to monitor any legal proceeding through legal counsel of its choosing, but shall have no right to settle a claim without the indemnifying party's written consent. View More

Indemnification. (a) Each person who is or was a member of the Board, the Compensation Committee, or a committee of the Board or an Officer of the Company to whom authority to administer the Plan was delegated in accordance with Section 3, will be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a pa...rty or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company's approval, or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person, unless such loss, cost, liability or expense is a result of such person's own willful misconduct or except as expressly provided by statute; provided, however, that such person will give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person's own behalf. (b) The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company's certificate of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless. View More

Indemnification. 11.1. The Contractor agrees to indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, the Contractor's services under this Agreement. This provision shall survive the duration of this Agreement. 11.2. The Contractor agrees to defend against any and all claims, demands, causes of... action, lawsuits, and/or judgments arising out of, or relating to, the Contractor's services under this Agreement, unless expressly stated otherwise by the Company, in writing. View More