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Parties' Indemnity. Subject to the terms of this Section, the Parties hereby agree to indemnify, defend and hold harmless the other Party and its officers, directors, agents, attorneys, accountants and affiliates from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys’ fees and expenses (“Damages”) asserted against or incurred by the Party by reason of or resulting from a breach by the other Party of any representation, warranty or covenant contained herein, or in any agreement executed pursuant thereto.

Parties' Indemnity. SubjectSection # Indemnification. To the fullest extent permitted by law, each party hereto hereby agrees to the terms of this Section, the Parties hereby agree to indemnify, defendindemnify and hold harmless the other Partyparty, its affiliates, and its officers,their respective directors, agents, attorneys, accountantsofficers and affiliatesauthorized agents from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys’ feesexpenses and expenses (“Damages”) asserted againstliabilities relating to or incurred by the Party by reasonarising out of or resulting from aany breach by the other Party of any representation, warrantywarranty, covenant or covenant contained herein,undertaking made by or on behalf of such party in any agreement executed pursuant thereto.this Agreement.

Parties' Indemnity. Subject to the terms of this Section, the Parties hereby agree to indemnify, defend and hold harmlessEach Party shall indemnify the other PartyParty, its directors, officers, employees, contractors, subcontractors, Consultants, and its officers, directors, agents, attorneys, accountants and affiliatesagents from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages,loss, cost, liability, damage or expense (including without limitation reasonable attorneys’ fees and expenses (“Damages”) asserted against or incurred by the Party by reasondisbursements of counsel) arising out of or resulting from arelating to any breach by the other Partyor asserted breach of any representation, warranty or covenant contained herein, or in any agreement executed pursuant thereto.this provision.

Parties' Indemnity. SubjectEach Party hereby irrevocably agrees to the terms of this Section, the Parties hereby agree to indemnify, defendindemnify and hold harmless the other Party and its officers, directors, agents, attorneys, accountants and affiliatesParties harmless from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys’ feesliabilities and damages (including legal or other expenses (“Damages”) asserted againstincidental thereto), contingent, current, or incurredinchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party by reasonor as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or resulting from a breach by the other Party of any representation, warranty or covenant contained herein, or in any agreement executed pursuant thereto.otherwise.

Parties' Indemnity. Subject to the terms of this Section, the Parties hereby agree to indemnify, defendIndemnification. Each party hereto shall jointly and severally indemnify and hold harmless the other Partyparty and its officers, directors,such other party's agents, attorneys, accountantsbeneficiaries, affiliates, representatives and affiliatestheir respective successors and assigns (collectively, the "Indemnified Persons") from and against any and all damages, losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys’taxes and costs and expenses (including, without limitation, attorneys' fees and expenses (“Damagescosts) (collectively, "Losses") asserted againstresulting directly or incurred by the Party by reasonindirectly from # any inaccuracy, misrepresentation, breach of warranty or resulting from a breach by the other Partynonfulfillment of any representation, warrantyof the representations and warranties of such party in this Agreement, or covenant contained herein,any actions, omissions or statements of fact inconsistent with in any agreement executed pursuant thereto.material respect any such representation or warranty, # any failure by such party to perform or comply with any agreement, covenant or obligation in this Agreement.

Parties' Indemnity. Subject to the terms of this Section, the Parties hereby agree toIndemnification. Any breaching Party shall, as applicable, indemnify, defend and hold harmless the other Party and its officers, directors, agents, attorneys, accountants and affiliates fromfor and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys’ fees and expenses (“Damages”) asserted againstDamages, Liabilities or Orders incurred by the Party by reasonor paid in settlement of or resulting from a breach by the other Partyin connection with any claim or Proceeding arising out of any representation, warranty breach of any of the representations and warranties, and/or covenant contained herein, or in any agreement executed pursuant thereto.other agreements, under this Agreement.

Parties' Indemnity. SubjectEach party shall indemnify the other and its partners, officers, directors, and employees against all claims, damages, liability, and litigating expenses (including the expense of investigation and defending such claims) as the same as incurred, relating to or arising out of its activities hereunder , except to the termsextent that any claims, damages, liability, or expense, if found on a final judgment by a court of this Section,law to have resulted from the Parties hereby agree to indemnify, defend and hold harmlessother’s willful misconduct or gross negligence in performing the other Party and its officers, directors, agents, attorneys, accountants and affiliates from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys’ fees and expenses (“Damages”) asserted against or incurred by the Party by reason of or resulting from a breach by the other Party of any representation, warranty or covenant contained herein, or in any agreement executed pursuant thereto.services described above.

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