The Indemnification and Hold Harmless clause requires one party to compensate the other party for any losses, damages, or liabilities arising from specific events or actions. It also ensures that the indemnified party is protected from any legal claims or damages related to the indemnifying party's actions or negligence.
5. INDEMNIFICATION AND HOLD HARMLESS FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest
6. INDEMNIFICATION AND HOLD HARMLESS FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified and held harmless against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
7. ADDITIONAL INDEMNIFICATION AND HOLD HARMLESS RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification or hold harmless rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
Any and all Expenses, and any and all claims, liabilities, losses, actions, suits, proceedings, subpoenas, damages, and costs relating to or arising out of or in any way connected to the Nevada Litigation or any other Assigned Claim (“Indemnified Losses”). The Assignee agrees that no Indemnified Party shall have any liability to the Assignee or its respective owners, parents, affiliates, securityholders, attorneys or creditors for any Indemnified Losses. For the avoidance of doubt, this indemnification and hold harmless obligation and Indemnified Losses shall include, without limitation, any Expenses or any liability that may be imposed on Assignor arising out of any claim or counterclaim filed in any proceeding relating to or arising out of an Assigned Claim or relating to or arising out of any separate claim made in response to the assertion or prosecution by Assignee of an Assigned Claim. By way of example only, this indemnification and hold harmless obligation and Indemnified Losses shall include the counterclaims filed in the Nevada Litigation, and any other claim made or that may be made by a Target Party for indemnification of legal fees and costs or any other obligation, including without limitation Expenses, allegedly owed or required to be advanced by Assignor to that Target Party, and any liability connected to the Assigned Claims. However, this indemnification shall not include the cost of monitoring the Assigned Claims; and
21. Indemnification and Hold Harmless – Member. If a third party makes a claim against RPMG or any person or organization related to it as the result of the actions or omissions of Member or any person or organization related to Member including, but not limited to, claims relating to the quality of High Purity Alcohol produced by Member or the performance of its obligations under this Agreement, Member shall indemnify RPMG and its related persons and organizations and hold them harmless from any liabilities, damages, costs and/or expenses, including costs of litigation and reasonable attorneys’ fees which they incur as a result of any such claims. 22. Indemnification and Hold Harmless – RPMG. The indemnification obligations of the parties under this Agreement will be mutual and RPMG, therefore, makes the same commitment to indemnify Member and its related persons or organizations to the extent any claim is made against Member or its related person arising out of any action or omission of RPMG.
21.Indemnification and Hold Harmless – Member. If a third party makes a claim against RPMG or any person or organization related to it as the result of the actions or omissions of Member or any person or organization related to Member including, but not limited to, claims relating to the quality of High Purity Alcohol produced by Member or the performance of its obligations under this Agreement, Member shall indemnify RPMG and its related persons and organizations and hold them harmless from any liabilities, damages, costs and/or expenses, including costs of litigation and reasonable attorneys’ fees which they incur as a result of any such claims. 22.Indemnification and Hold Harmless – RPMG. The indemnification obligations of the parties under this Agreement will be mutual and RPMG, therefore, makes the same commitment to indemnify Member and its related persons or organizations to the extent any claim is made against Member or its related person arising out of any action or omission of RPMG.
1. Execute an indemnification and hold harmless agreement (the “Indemnification”) by the terms of which Purchaser shall indemnify and hold harmless the Huff Entities from any claims, loss, demands for payment arising from any Huff Entity obligation to pay or guaranty of any Company obligation to any Mortgage Lender. The Indemnification Agreement will be in form and substance mutually acceptable to Purchase and Seller;
Indemnification and Hold Harmless: In exchange for this assignment, “Company” agrees to indemnify, defend, and hold harmless “Auston” from any and all claims and or lawsuits arising out to the sale or use of the “Inventions” and to pay any legal fees and costs associated with any litigation arising out of any claims of harm or defect related to or based upon any claims that the “Inventions” were dangerous, defective or unsafe for their intended use.
(d)Indemnification and Hold Harmless. The Science Advisor shall not be liable for any acts, errors or omissions in performing its duties, except if such performance is conducted in bad faith or with gross negligence that results in material harm to the Company. The Company will indemnify, hold harmless and pay all expenses, costs, liabilities of the Science Advisor incurred in defense of legal actions brought against the Science Advisor, except actions or omissions of the Science Advisor that constitute fraud, gross negligence or willful misconduct.
Indemnification and Hold Harmless Agreement Opco has entered into an indemnification and hold harmless agreement with Fortistar, dated December 31, 2020. Prior to the closing of the Business Combination, Mr. Comora was Chairman of the board of Opco, and, thereafter, became Chairman of our board, is the Founder and President of, and sole member in, Fortistar. Mr. Nadeem Nisar, also a former member of the board of Opco and a current member of our board, is a Managing Director of Fortistar and also serves as a member of Fortistar’s management and investment committees which oversee the operations of Fortistar’s portfolio companies. In addition, Mr. Adam Comora, Mr. Jonathan Maurer, Mr. Anthony Falbo and Mr. David Unger, at the time this agreement was signed, served as executive officers of Opco and also served at Fortistar. The indemnification and hold harmless agreement requires Opco, on behalf of itself or any of its direct or indirect subsidiaries, to use its best efforts to repay and perform all of its outstanding liabilities and obligations, indemnify and hold Fortistar harmless from and against any and all payments, commitments, liabilities, losses, damages, expenses and costs of whatsoever nature by reason of or arising out of any credit support arrangements, including guarantees of repayment of debt, commitments to provide equity capital, and commitments to fund certain royalty payments in the event a project is not completed by a specific date or if a project does not deliver minimum annual contracted volumes of RNG, related to (i) several of Opco projects, namely the New River RNG LLC Project, the Noble Road RNG LLC Project and the Pine Bend RNG LLC Project and (ii) any such credit support arrangements that Fortistar may in the future so provide for the benefit of Opco. As of July 31, 2022, the approximate dollar amounts related to such credit support arrangements in existence by Fortistar under this indemnification and hold harmless agreement was (a) $0 in connection with outstanding loan guaranties (because the underlying loan had been repaid), (b) an aggregate of $14,500,000 in equity capital commitments related to three projects under construction, (c) $5,000,000 in aggregate payments if Opco fails to meet minimum delivery requirements for RNG related to the Noble Road RNG Project, and (d) certain “make whole” payments consisting of potential annual royalty payments if New River RNG Project was not completed by a date certain, which amounts are no longer at risk as the New River Project was completed prior to the required date. None of the foregoing amounts were due and payable at December 31, 2022, as none of the conditions upon which Fortistar would be required to perform on behalf of Opco under the indemnification and hold harmless agreement existed as of the date hereof.
(i) Indemnification and Hold Harmless. Buyer agrees to indemnify and hold harmless Seller from and against any and all losses, claims, damages, liabilities or expenses arising out of any action by Buyer or its representatives, or any misrepresentation or breach of warranty made by Buyer in this Agreement or in its conduct of business after the date hereof.
1.6 Indemnification and Hold Harmless. Shareholder shall fully indemnify, hold harmless and defend (collectively “indemnify” and “indemnification”) OZSC and its directors, officers, employees, agents, stockholders and Affiliates (collectively, “Indemnified Parties”) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to (1) any breach of any representation or warranty of Shareholder contained in this Agreement, and (2) any breach or violation of any covenant or other obligation or duty of Shareholder under this Agreement or under applicable law.
12. Indemnification and Hold Harmless. The Strategic Consultant agrees to indemnify and hold harmless the Company from any and all third party claims by the Strategic Consultant, which may arise out of and in the course of the performance of his duties hereunder. This section shall not affect any other remedies either party may have under this Agreement. The Strategic Consultant expressly waives any and all claims for unemployment benefits and/or workers' compensation benefits, and shall maintain same as necessary in connection with the performance of services required by the Company.
12. Indemnification and Hold Harmless. The Strategic Consultant agrees to indemnify and hold harmless the Company from any and all third party claims by the Strategic Consultant, which may arise out of and in the course of the performance of his duties hereunder. This section shall not affect any other remedies either party may have under this Agreement. The Strategic Consultant expressly waives any and all claims for unemployment benefits and/or workers' compensation benefits, and shall maintain same as necessary in connection with the performance of services required by the Company.
5.Indemnification and Hold Harmless Agreement. You shall pay all local, state and federal income taxes, penalties, interest, fines or other assessments incurred in connection with the payment to you of monies or other consideration under this Release Agreement. If the Company is required to pay, or it is contended that the Company is required to pay, any such taxes, penalties, interests, fines or assessments, you agree to hold harmless and indemnify the Company in full with respect to the same.
5. Indemnification and Hold Harmless Agreement. You shall pay all local, state and federal income taxes, penalties, interest, fines or other assessments incurred in connection with the payment to you of monies or other consideration under this Release Agreement. If the Company is required to pay, or it is contended that the Company is required to pay, any such taxes, penalties, interests, fines or assessments, you agree to hold harmless and indemnify the Company in full with respect to the same.
11.Indemnity. Issuer agrees to defend, indemnify and hold Escrow Agent and its related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively, “Escrow Agent Indemnified Parties”) harmless from and against any loss, liability, claim, or demand, including attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of (i) this Agreement or a breach of any provision in this Agreement, or (ii) any change in regulation or law, state or federal, and the enforcement or prosecution of such as such authorities may apply to or against Issuer. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Issuers business and/or associated persons. The defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Issuer agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.
Section 7.05. Indemnification and Hold Harmless of Manager. The Manager shall not be liable, responsible, or accountable in damages or otherwise to any Member for any loss or damage incurred because of any act or omission performed or omitted by the Manager in good faith on behalf of the Company and in a manner reasonably believed by the Manager to be within the scope of the authority granted the Manager by this Agreement and in the best interests of the Company. · Gross Negligence or Willful Misconduct. A Manager shall be personally liable, responsible, and accountable to any Member if the Manager is guilty of fraud, intentional breach of this Agreement, gross negligence or willful misconduct regarding an act or omission. · Good Faith Acts or Omissions. Any act or omission performed or omitted by a Manager on advice of counsel to the Company shall be conclusively deemed to have been performed or omitted in good faith. · No Personal Liability for Capital Contributions. The Manager shall not be personally liable for the return of the capital contribution of any Member, or any portion thereof, it being expressly understood that any such return shall be made solely from Company assets. · Indemnity Provisions. The Company shall indemnify, save, defend, and hold the Manager harmless from and against any loss, expense, or damage suffered by the Manager resulting from any act or omission of the Manager relating to the Company; however, the Company shall not be required to indemnify the Manager for any loss, claim, expense, or damage incurred as a result of the willful misconduct, gross negligence or fraud of the Manager.
7. ADDITIONAL INDEMNIFICATION AND HOLD HARMLESS RIGHTS. Notwithstanding any limitation in Sections 3, 4 or 5, the Company shall, to the fullest extent permitted by applicable law, indemnify and hold harmless Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with the Proceeding. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Charter, the Bylaws, vote of its stockholders or Disinterested Directors, or applicable law.
Indemnification and hold harmless clause Article 40. Indemnification and hold harmless clause 40.1 To the fullest extent permissible by law, the company shall indemnify and reimburse for, and hold harmless against, each officer and former officer, Director and former Director (including former members of the company’s management board and supervisory board) (and, in the case of an officer or Director that is not a natural person, its affiliates, shareholders, members, managers, directors, officers, partners, employees and agents) collectively, the “Indemnified Persons”): a. any and all liabilities, claims, judgments, fines and penalties (collectively, the “Claims”) incurred by an Indemnified Person as a result of any expected, threatened, pending or completed action, investigation or other proceeding, whether civil, criminal or administrative (each a “Legal Action”) in relation to any act or omission in or related to his or her capacity as Indemnified Person; and b. any expenses (including reasonable attorneys’ fees and litigation costs) (collectively, “Expenses”) incurred by an Indemnified Person in connection with any Legal Action.
Indemnification and hold harmless are legal concepts often used in contracts to allocate risk and protect one party from financial loss caused by the actions, negligence, or conduct of another party.
These clauses are designed to manage potential risks and liabilities by transferring them from one party to the other.
You should use indemnification and hold harmless provisions in contracts where there’s a potential for one party to be held liable for losses or damages arising from the other’s actions. Common scenarios include:
Writing an indemnification and hold harmless clause involves clearly defining the scope, terms, and limitations. Here’s a basic structure to follow:
Identify the Parties: Clearly state the names of the indemnifying party (the one giving the indemnity) and the indemnified party (the one being protected).
Define the Scope: Specify the subject matter, such as property damage, injury, legal fees, etc.
Detail the Terms: State the conditions under which the indemnity is provided, including any exceptions.
Include Legal Language: Use precise legal terminology to avoid ambiguities.
“Party A agrees to indemnify, defend, and hold harmless Party B from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or in any way connected with Party A’s performance of this agreement, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property, except to the extent caused by the gross negligence or willful misconduct of Party B.”
Indemnification and hold harmless clauses are commonly found in a variety of contracts across multiple industries. Typical contracts include:
Understanding these clauses and their appropriate application is essential for managing risk and ensuring legal protection in contractual relationships.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
An integration clause, also known as a merger clause, ensures that the written contract represents the complete and final agreement between the parties by superseding all prior negotiations, discussions, or agreements, whether written or oral. This clause prevents any party from claiming that external statements or documents should be considered part of the agreement, thus providing clarity and reducing potential disputes.
Joint and several liability is a legal concept in contract law whereby all parties involved are individually responsible for the full obligation or debt, allowing the claimant to pursue any one party or all parties for the entire amount due. This clause ensures that if one party is unable to fulfill their portion, the remaining parties must cover the shortfall, providing greater security for the claimant.
A "Jurisdiction and Venue" clause specifies the particular court and location where any disputes related to the contract will be resolved. This clause helps provide clarity and predictability for the parties involved, ensuring that legal proceedings occur in a mutually agreed-upon and convenient forum.
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