AC Transit Indemnity Sample Clauses

AC Transit Indemnity. AC Transit is responsible for using a portion of the AHSC Grant proceeds in the amount of $4,386,106 to implement the BRT Improvements in accordance with the AHSC Grant Standard Agreement, including, but not limited to, any disbursement deadlines. AC Transit shall indemnify, defend, protect, and hold harmless Developer, and its affiliates, directors, officers, partners, members, agents and employees (each, an “Developer Indemnified Party”) against any and all claims, actions, suits, causes of action, losses, liabilities, injuries, costs, damages, or expenses (collectively, “Claims”), including, without limitation, any direct, indirect or consequential loss, liability, damage, or expense, court costs and attorneys’ fees, arising out of or in connection with the AC Transit’s performance of or failure to perform its obligations to complete the BRT Improvements, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents, including any claims, losses or liabilities of the Partnership caused by a breach or default under the AHSC Grant documents that triggers a default under the AHSC Housing Loan. However, in no event shall the Developer Indemnified Party be indemnified hereunder for any Claims resulting from such party’s sole negligence or willful misconduct. AC Transit agrees to pay all of the Developer Indemnified Party’s costs and expenses, including attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any Developer Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party.
Sample 1
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AC Transit Indemnity. AC Transit is responsible for using a portion of the AHSC Grant proceeds in the amount of [$4,386,106] to implement the BRT Improvements in accordance with the AHSC Grant Standard Agreement, including, but not limited to, any disbursement deadlines. AC Transit shall indemnify, defend, protect, and hold harmless the City, Partnership, and Developer and their respective affiliates, directors, officers, officials, partners, councilmembers, commissioners, agents and employees (each, a “Local Indemnified Party”) against any and all Claims, including, without limitation, any direct loss, liability, damage, or expense, court costs and reasonable attorneys’ fees, arising out of or in connection with AC Transit’s performance of or failure to perform its obligations to complete BRT Improvements, in the manner and within the time periods set forth on Exhibit A, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall a Local Indemnified Party be indemnified hereunder for any Claims resulting from such party’s negligence or willful misconduct. AC Transit agrees to pay all of the costs and expenses of a Local Indemnified Party, including reasonable attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, including, but not limited to, all such costs and expenses which may be incurred by any Local Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party.
Sample 1

Related to AC Transit Indemnity

  • Union Indemnification In consideration of full and active participation by the member organizations of the Coalition in the WPS program, and in recognition of the potential liability which might result solely from that participation, Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. agree that they, or one of the subsidiary health plan organizations of Xxxxxx Foundation Health Plan, Inc., will indemnify Coalition unions and their officers and employees, and hold them harmless against any and all suits, claims, demands and liabilities arising from or relating to their participation in WPS with Xxxxxx Permanente.

  • Hold Harmless/Indemnity Project Sponsor shall indemnify and hold harmless the Air District, its employees, agents, representatives, and successors-in-interest against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of their performance of the Project or operation or use of the equipment that is subject to this Agreement. Project Sponsor shall also indemnify and hold harmless the Program Manager, its employees, agents, representatives, and successors-in-interest against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of their performance of the Project or operation or use of the equipment that is subject to this Agreement, or payments made pursuant to this Agreement brought for, or on account of, any of the following: (A) injuries to or death of any person, including the Project Sponsor and its employees/officers/agents; (B) damage to any property of any kind whatsoever and to whomsoever belonging; (C) any sanctions, penalties, or claims of damages resulting from the Project Sponsor’s failure to comply, if applicable, with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended; or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of the Program Manager and/or its officers, agents, employees, or servants. However, the Project Sponsor’s duty to indemnify and save harmless under this Section shall not apply to injuries or damage for which the Program Manager has been found in a court of competent jurisdiction to be liable by reason of its own negligence or willful misconduct. The duty of the Project Sponsor to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code. In the event that, for any reason other than Program Manager’s sole misconduct, the Air District seeks return of funds already distributed to the Project Sponsor pursuant to this Agreement, the Project Sponsor shall indemnify and reimburse the Program Manager in the amount the Program Manager is required to return to the Air District under the funding Agreement between the Program Manager and the Air District. This indemnification provision will survive termination or expiration of this Agreement.

  • IPR Indemnity 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party.

  • Client Indemnity In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).8.3

  • Non-Endorsement, Indemnification The Requester and Approved Users acknowledge that although all reasonable efforts have been taken to ensure the accuracy and reliability of controlled-access data obtained through the attached DAR, the NIH and Submitting Investigator(s) do not and cannot warrant the results that may be obtained by using any data included therein. NIH and all contributors to these datasets disclaim all warranties as to performance or fitness of the data for any particular purpose. No indemnification for any loss, claim, damage, or liability is intended or provided by any party under this agreement. Each party shall be liable for any loss, claim, damage, or liability that said party incurs as a result of its activities under this agreement, except that NIH, as an agency of the United States, may be liable only to the extent provided under the Federal Tort Claims Act, 28 USC 2671 et seq.

  • INDEMNIFICATION; LIABILITY a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.

  • PARTY INDEMNITY The Supplier/Service Provider hereby indemnifies and shall hold Transnet harmless against any direct damages suffered by or claims arising against Transnet in respect of clause Error! Reference source not found. above.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Patent Indemnity 29.1 The Supplier shall, subject to the Procuring Entity's compliance with GCC Sub-Clause 29.2, indemnify and hold harmless the Procuring Entity and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney's fees and expenses, which the Procuring Entity may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract by reason of:

  • SUCCESSOR LIABILITY In the event that, after the Effective Date, Indivior proposes to (a) sell any or all of its business, business units or locations (whether through a sale of assets, sale of stock or other type of transaction) that are subject to this CIA; or (b) purchases or establishes a new business, business unit or location related to or engaged in any of the Covered Functions, the CIA shall be binding on the purchaser of any business, business unit or location. Any such new business, business unit or location (and all Covered Persons at each new business, business unit or location) shall be subject to the applicable requirements of this CIA, unless otherwise determined and agreed to in writing by OIG. Indivior shall give notice of such sale or purchase to OIG within 30 days following the closing of the transaction. If, in advance of a proposed sale or a proposed purchase, Indivior wishes to obtain a determination by OIG that the proposed purchaser or the proposed acquisition will not be subject to the requirements of the CIA, Indivior must notify OIG in writing of the proposed sale or purchase at least 30 days in advance. This notification shall include a description of the business, business unit, or location to be sold or purchased, a brief description of the terms of the transaction and, in the case of a proposed sale, the name and contact information of the prospective purchaser.

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