Indemnification. Each party shall indemnify and hold harmless the other party, its affiliates and their respective officers, directors, managers, members, shareholders, employees and other agents and representatives, from and against any claims, liabilities, damages, judgments or other losses (including reasonable attorneys fees) imposed upon or incurred by them arising out of or as a result of any grossly negligent act or omission or willful misconduct by such party, except to the extent that such claims, liabilities, damages, judgments or other losses arise from the bad faith, willful misconduct or gross negligence of the party seeking indemnification hereunder. A Party seeking indemnification (the Indemnified Party) from the other Party shall give prompt notice to the other Party (the Indemnifying Party) of the claim and shall inform the Indemnifying Party of all facts and circumstances related to the claim. The Indemnified Party shall permit the Indemnifying Party to fully control the defense of such claim using counsel of the Indemnifying Partys choice at the Indemnifying Partys expense, and shall cooperate fully with the Indemnifying Party and the Indemnifying Partys selected counsel in connection with the defense and resolution of such claim.
Indemnification. EachThe parties hereto shall indemnify each other to the extent provided for in this paragraph. Except as a result of an act of gross negligence or willful misconduct on the part of a party hereto, no party shall be liable to another party, or its officers, directors, employees, shareholders or affiliates, for any damages sustained as a result of an act or omission taken or made under this Agreement, nor for any loss or damage arising from the termination of this Agreement, for any cause whatsoever. In those cases where gross negligence or willful misconduct of a party is alleged and proven, the non-damaged party agrees to defend, indemnify and hold harmless the other party, its affiliates and their respective officers, directors, managers, members, shareholders, employees and other agents and representatives,damaged party harmless from and against any claims, liabilities, damages, judgmentsand all reasonable costs, expenses and liabilities suffered or other losses (including reasonable attorneys fees) imposed upon or incurred by them arising out of orsustained as a result of any grossly negligentthe act or omissionof gross negligence or willful misconduct by such party, except to the extent that such claims, liabilities, damages, judgments or other losses arise from the bad faith, willful misconduct or gross negligence of the party seeking indemnification hereunder. A Party seeking indemnification (the Indemnified Party) from the other Party shall give prompt notice to the other Party (the Indemnifying Party) of the claim and shall inform the Indemnifying Party of all facts and circumstances related to the claim. The Indemnified Party shall permit the Indemnifying Party to fully control the defense of such claim using counsel of the Indemnifying Partys choice at the Indemnifying Partys expense, and shall cooperate fully with the Indemnifying Party and the Indemnifying Partys selected counsel in connection with the defense and resolution of such claim.misconduct.
Indemnification. Each party shallof the Parties agrees to indemnify and hold harmless the other party, its affiliates and their respective officers, directors, managers, members, shareholders, employees and other agents and representatives, from and against all claims, demands, obligations, and liabilities of any claims, liabilities, damages, judgments or other lossesnature whatsoever (collectively a Claim), and all related costs and expenses (including reasonable attorneys fees) imposed upon, resulting solely and directly from the indemnifying partys breach of this agreement or incurred by them arising out of or as a result of any grossly negligent act or omissionthe indemnifying partys negligence or willful misconduct by such party, exceptin exercising its rights or performing its duties under this agreement. Each party agrees to give the extent that such claims, liabilities, damages, judgments or other losses arise from the bad faith, willful misconduct or gross negligenceprompt written notice of any Claim as to which the party seeking indemnification hereunder. A Party seeking indemnification (the Indemnified Party) frombelieves it may be entitled to indemnification. The indemnifying party has the right to defend against any Claim with counsel of its own choosing and to settle or compromise the Claim as it deems appropriate. But the other Party shall give prompt notice toparty must cooperate with the other Party (the Indemnifying Party) of the claim and shall inform the Indemnifying Party of all facts and circumstances related to the claim. The Indemnified Party shall permit the Indemnifying Party to fully controlindemnifying party in the defense of such claim using counsel of the Indemnifying Partys choice at the Indemnifying Partys expense, and shall cooperate fully with the Indemnifying Party and the Indemnifying Partys selected counsel in connection with the defense and resolution of such claim.Claim.
Indemnification. Each party shallParty will indemnify and hold harmless the other party,Party, its affiliatesprincipals, employees, officers, and their respective officers, directors, managers, members, shareholders, employees and other agents and representatives,(collectively, the “Indemnified Party”) from and against any and all liabilities, losses, claims, liabilities, damages, judgments or other losses (includingdemands, actions, judgments, costs, and expenses, including but not limited to reasonable attorneys fees) imposed upon or incurred by themattorneys’ fees, arising out of or as a result ofresulting from any grossly negligent act or omissionnegligence, gross negligence, or willful misconduct by such party, exceptthe indemnifying Party, its employees, officers, directors, and agents. Each Party’s indemnification obligations are conditioned upon the Indemnified Party: # giving prompt written notice of any claim, action, suit or proceeding for which the Indemnified Party is seeking indemnity; # granting control of the defense and settlement of the action to the extentindemnifying Party, provided that such claims, liabilities, damages, judgmentsno settlement admitting liability or other losses arise fromthat requires the bad faith, willful misconductpayment of funds or gross negligencethe granting of legal or equitable relief will be entered into absent mutual agreement of the party seeking indemnification hereunder. AParties, which will not be unreasonably withheld; and # reasonably cooperating with the One Earth Sequestration LLC IL contract 08012024.docx Confidential - Not for Public Consumption or Distribution indemnifying Party seeking indemnification (the Indemnified Party) from the other Party shall give prompt noticewith respect to the other Party (the Indemnifying Party) of the claim and shall inform the Indemnifying Party of all facts and circumstances related to the claim. The Indemnified Party shall permit the Indemnifying Party to fully control the defense of such claim using counsel of the Indemnifying Partys choiceaction. Notwithstanding the foregoing, the Indemnified Party may, at the Indemnifying Partysits option and expense, and shall cooperate fully with the Indemnifying Party and the Indemnifying Partys selected counselparticipate in connection with the defense and resolutionor settlement of such claim.any claim, action, suit, or proceeding.
Indemnification. Each party shallThe parties hereby agree to indemnify and hold harmless the other party, and each of them, or its affiliatesassigns, their partners, employees, agents, representatives, assigns, and their respectivecontrolling persons (and other officers, directors, managers, members, shareholders, employeesemployees, agents, representatives, assigns and controlling persons of each of them) from any and all losses, claims, damages, liabilities, costs, and expenses (and all other agentsactions, suits, proceedings, or claims in respect thereof) and representatives, from and against any claims, liabilities, damages, judgmentslegal or other losses (including reasonable attorneys fees) imposedexpenses in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the cost of investigating, preparing or defending any such action, suit, proceeding, or claim, whether or not in connection with any action, suit, proceeding or claim for which they are a party), as and when incurred, directly or indirectly, caused by, relating to, based upon or incurred by themarising out of this agreement so long as each party has not committed intentional or willful misconduct, or shall not have acted grossly negligent, in connection with the services which form the basis of the claim for indemnification. The parties further agree that neither party shall incur any liability on a count of this agreement or any acts or omissions arising out of or as a result of any grossly negligent act or omissionrelating to this agreement except for such parties intentional or willful misconduct by such party, except tomisconduct. This paragraph shall survive the extent that such claims, liabilities, damages, judgmentsexpiration or other losses arise from the bad faith, willful misconduct or gross negligencetermination of the party seeking indemnification hereunder. A Party seeking indemnification (the Indemnified Party) from the other Party shall give prompt notice to the other Party (the Indemnifying Party) of the claim and shall inform the Indemnifying Party of all facts and circumstances related to the claim. The Indemnified Party shall permit the Indemnifying Party to fully control the defense of such claim using counsel of the Indemnifying Partys choice at the Indemnifying Partys expense, and shall cooperate fully with the Indemnifying Party and the Indemnifying Partys selected counsel in connection with the defense and resolution of such claim.this agreement.
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