Agency Indemnification. Business Associate hereby indemnifies Agency and agrees to hold Agency harmless from and against any and all losses, expense, damage or injury that Agency may sustain as a result of, or arising out of, Business Associate, or its agent's or subcontractor's, unauthorized use or disclosure of PHI.
Agency Indemnification. Business Associate hereby indemnifies ODM and agrees to hold ODM harmless from and against any and all losses, expense, damage or injury that ODM may sustain as a result of, or arising out of, Business Associate, or its agent's or subcontractor's, unauthorized use or disclosure of PHI.
Agency Indemnification. The Agency shall indemnify, defend, and hold harmless the School, its officers, employees, and agents and the Students from and against any and all claims, demands, suits, actions, causes of action, judgments, injunctions, orders, rulings, directives, penalties, assessments, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees, costs and expenses) arising from: (a) any act or omission of the Agency or its officers, employees, agents, contractors, consultants, and any person acting for or on behalf of the Agency (collectively, the “Agency Agents”), (b) any accident, fire, or other incident or casualty on or within the Agency Facilities, and/or (c) any failure on the part of the Agency or the Agency Agents to observe or perform any of the terms and conditions herein or comply with any Applicable Laws. The Agency’s obligations hereunder shall survive the expiration or earlier termination of this Agreement.
Agency Indemnification. [Used in affiliation agreements with private entities and City and County of Honolulu and other county government entities]. The Agency shall indemnify, defend, and hold harmless the University, its officers, employees, agents, representatives, or any person acting on its behalf and the Students from and against any and all claims, demands, suits, actions, causes of action, judgments, injunctions, orders, rulings, directives, penalties, assessments, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys’ fees, expert witness fees and costs, discovery and pretrial costs, and costs incurred in the investigation, prosecution, defense, and/or handling of any action) arising from any claimed injury to or death of persons, or damage to or destruction of property, resulting from or related to: (1) any act or omission of the Agency or any of the Agency’s officers, employees, contractors, consultants, agents, representatives, invitees, and any person acting for or on behalf of the Agency (hereafter collectively the “Agency agents”), (2) any accident, fire, or other incident or casualty on or within the Agency Facilities and any areas adjacent thereto, and/or (3) any failure on the part of the Agency or the Agency agents to observe or perform any of the terms and conditions herein or comply with any Applicable Laws. Under no circumstances, shall any Student or Education Program faculty member be considered an Agency agent. Furthermore, the Agency shall reimburse the University, its officers, employees, agents, or any person acting on its behalf, and the Students for all attorneys’ fees, costs, and expenses incurred in connection with the defense of any such claims. The Agency’s obligations under this section E.3 shall survive the expiration or earlier termination of this Agreement.
Agency Indemnification. RHA represents to Renton that it has or will have adequate supervision for those participating in the project and that all applicable rules, regulations, statutes and ordinances will be complied with Page 2 of 7 in their entirety. RHA agrees to indemnify, hold and defend Renton, its elected officials, officers, employees, agents and volunteers harmless from any and all claims, demands, losses, actions, violations and liabilities (including costs and all attorney's fees) to or by any and all persons or entities, including without limitation, their respective agents, licensees or representatives, arising from, resulting from, or connected with the Agreement to the extent caused by the negligent acts, errors or omissions of RHA, its partners, shareholders, agents, employees, or by RHA's breach of this Agreement. RHA waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. RHA's indemnification shall not be limited in any way by any limitation of the amount of damages, compensation or benefits payable to or by any third- party under workers' compensation acts, disability benefit acts or any other benefits acts or federal, state or municipal benefits programs. 7.
Agency Indemnification. Agency shall indemnify, defend and hold harmless TT from and against any and all third party claims, damages, losses, expenses or liabilities, including, but not limited to, reasonable legal fees, in each case payable to unaffiliated third parties (including Riders or other TT end users), arising out of or resulting from the following: (a) Agency’s breach of its obligations set forth in Section 4.3 (Agency’s TT Rider Data Obligations) or Section 5 (Confidentiality); (b) claims regarding or relating to the Agency’s transit service (and not the Services itself) including those relating to expired but unused Digital Passes and any unauthorized use or disclosure of TT Rider Data by Agency; (c) Agency Material, Agency Policy Information, and/or use of Agency Marks; and (d) breach of Agency’s obligations with respect to Additional Services.
Agency Indemnification. Each Agency (singularly and not jointly) acknowledges that pursuant to the terms of this Agreement, the Agency is totally responsible for the acts or omissions of its own officials, officer, and employees. The Agency assumes the risk of all damages, loss, costs, and penalties, and agrees to indemnify, defend, and hold harmless the County, its officers, officials, and employees from and against all liability which may accrued to or be sustained by the County or account of any claim, suit or legal action made or brought against the County or its officers, officials, and employees, for the death or injury to person (including Agency’s employees) or damage to property involving the Agency, arising out of any act or omission of the Agency or any Agency employee in the performance of law enforcement services. This indemnification extends to the officials offers and employees of the County and includes attorney’s fees and the costs of establishing the rights to indemnification hereunder in favor of the County. This indemnification does not extend to injuries or damages caused by the sole negligence of the County.
Agency Indemnification. The Agency agrees to indemnify the SFMTA for claims related to the distribution of resources throughout the transit service network arising in whole or in part from the SFMTA’s provision of transit services to the Project Area as required by the Transit Operating Plan and/or the Transportation-Related Mitigation Measures, and any challenge to the environmental review performed under section 18.3 of the DDA.
Agency Indemnification. Agency shall indemnify, defend and hold Members harmless from any claims or liability arising out of or relating to the functioning of Agency pursuant to this Agreement. Agency shall maintain liability insurance in sufficient amounts as determined by the Commission for personal injuries, and property damage naming Members as additional insureds.
Agency Indemnification. SPF-II hereby appoints Advisor as its agent to enter into and execute letters of intent, purchase and sale agreements, contracts with professionals and other consultants, insurance contracts, deeds, easements, leases, notes, mortgagees, pleadings, assignments and any other document, instrument, certificate or other writing necessary for Advisor to carry out its duties hereunder. The authority granted herein may be exercised without further notice, consent or approval by SPF-II; provided, however, that nothing contained herein shall be construed as granting Advisor authority to take any action requiring Board approval without obtaining such approval. Advisor shall not be liable for any action taken, omitted or suffered to be taken by it in good faith and authorized or within the rights or powers conferred by this Agreement or in accordance with the written opinion of its counsel, except to the extent of Advisor's negligence, bad faith or willful misconduct. SPF-II hereby indemnifies, defends and holds Advisor harmless from and against any and all loss, claim, cost, damage or expense (including but not limited to reasonable attorneys' fees and court costs) raised or incurred in connection with Advisor's performance of its duties hereunder or execution of any instrument as provided for herein; provided, however, that SPF-II shall have no such obligation with respect to loss, claim cost, damage or expense caused by Advisor's negligence, bad faith or willful misconduct. Advisor shall not be answerable for any act or omission of any agent, appraiser, contractor, engineer , consultant, attorney, property manager, accountant or bookkeeper if such individual or entity was selected and retained by Advisor with reasonable care, unless Advisor knowingly participates in any default or misconduct, or has actual knowledge of such default or misconduct and fails to take reasonable remedial action, or through negligence in the performance of its specific responsibilities hereunder has enabled such default or misconduct to occur. Notwithstanding the foregoing, this provision shall not constitute a waiver of any rights that SPF-II may have under applicable federal or state securities laws.
