What does an indemnity provision typically include?

Most indemnification provisions require the indemnifying party to "indemnify and hold harmless" the indemnified party for specified liabilities. In practice, these terms are typically paired and interpreted as a unit to mean "indemnity."

Is indemnification a remedy?

Indemnification Provisions As the name suggests, an indemnification as an exclusive remedy provision means that the right to indemnification provided under the M&A agreement is the parties' exclusive remedy for any breach of the representations, warranties, covenants, agreements, and obligations in the M&A agreement.

Is indemnification a cause of action?

Causes of action. The indemnifying party becomes responsible for a cause of action when the indemnified party'sor a third party'sright to seek relief, as the case may be, accrues.

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Indemnity Provisions - Exclusivity of Indemnity as a Remedy

Orange California Indemnity Provisions - Exclusivity of Indemnity as a Remedy

Name: Orange California Indemnity Provisions - Exclusivity of Indemnity as a Remedy
Brand: US Legal Forms
Rating: 4.84 (265 reviews)

Category:

Contracts - Clauses - Indemnification

State:

Multi-State

County:

Orange

Control #:

US-ND1012

Format:

Instant download

Description

This form provides boilerplate contract clauses that define the exclusivity or nonexclusivity of indemnity as a remedy under the terms of the contract agreement. Different language options for exclusivity and nonexclusivity are included.

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Indemnity is a comprehensive form of insurance compensation for damages or loss. In this type of arrangement, one party agrees to pay for potential losses or damages caused by another party.

Most indemnification provisions require the indemnifying party to "indemnify and hold harmless" the indemnified party for specified liabilities. In practice, these terms are typically paired and interpreted as a unit to mean "indemnity."

Example 1: A service provider asking their customer to indemnify them to protect against misuse of their work product. Example 2: A rental car company, as the rightful owner of the car, having their customer indemnify them from any damage caused by the customer during the course of the retnal.

Tips for Enforcing Indemnification Provisions Identify Time Periods for Asserting Indemnification Rights.Provide Notice in a Timely Fashion.Notify All Concerned Parties.Understand Limitations on Recovery.Exclusive Remedy.Scope of Damages.Claims Process/Dispute Resolution.

Indemnification Provisions As the name suggests, an indemnification as an exclusive remedy provision means that the right to indemnification provided under the M&A agreement is the parties' exclusive remedy for any breach of the representations, warranties, covenants, agreements, and obligations in the M&A agreement.

To indemnify means to compensate someone for his/her harm or loss. In most contracts, an indemnification clause serves to compensate a party for harm or loss arising in connection with the other party's actions or failure to act. The intent is to shift liability away from one party, and on to the indemnifying party.

Causes of action. The indemnifying party becomes responsible for a cause of action when the indemnified party'sor a third party'sright to seek relief, as the case may be, accrues.

Indemnity can be claimed for loss arising out of the action of a third party to a contract, whereas damages can only be claimed for loss arising out of the actions of the parties upon breach of contract.

As discussed, an indemnity provision transfers risk from one party (called the indemnitee) to another party (called the indemnitor). Under an indemnity provision, the indemnitor agrees to reimburse the indemnitee for losses resulting from a claim or claims brought by a third-party.

Indemnification, according to the court, is an offensive righta swordallowing the indemnitee to seek indemnification. On the other hand, hold harmless is a defensive measure providing the right not be bothered by the other party itself seeking indemnification. Under this view, hold harmless shields one party

Company/Business/Individual Name shall fully indemnify, hold harmless and defend and its directors, officers, employees, agents, stockholders and Affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not

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Clause 17 (IPRs Indemnity). Section G. Clause 23 (Limitations on Liability).Include all pertinent data concerning contribution or indemnity in the file. A. Developer is fee simple owner of that certain real property located in the City of. Meryl Streep. Qhinatown.

Name and Address of Developer. City, State, ZIP Codes. Date. B. Developer is located in Los Angeles County. Name and Address of Developer. City, State and Zip Codes. Name and Address of Registered Agent. B. Developer does not hold title to any portion of property. The Developer holds title to the lot on which this lot is located. The Developer has an exclusive contractual right to occupy said property during the period in which said lot abuts upon said property. Developer shall not, and hereby waives and agrees not to permit Developer to, alter, move, add, remove, demolish, encumber, modify, extend, modify or otherwise alter said property in any manner whatsoever and does not waive or transfer any of said rights by virtue of any agreement, provision, representation, warrant, understanding, statement, warranty or other agreement or by operation or otherwise. C.

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Orange California Indemnity Provisions - Exclusivity of Indemnity as a Remedy

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What does an indemnity provision typically include?

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How do you enforce an indemnity provision?

Is indemnification a remedy?

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Is indemnification a cause of action?

What is the difference between indemnification and damages?

What are indemnity provisions?

Is indemnification a defense?

How do you write an indemnity clause?

Interesting Questions

What is an indemnity provision?

What does exclusivity of indemnity as a remedy mean?

Why is exclusivity of indemnity important?

Can parties negotiate the exclusivity of indemnity?

What if the indemnity provision is not exclusive?

Are there any limitations to the exclusivity of indemnity provisions?

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