Agreement to Indemnify, Defend and Hold Harmless Sample Clauses

Agreement to Indemnify, Defend and Hold Harmless. Independent Contractor agrees to indemnify (indemnify meaning reimburse by payment or otherwise), defend and hold harmless the Center with respect to any and all claims, liabilities, losses, suits or expenses (including reasonable attorneys fees and costs), made or brought by anyone, arising out of or related to (1) Independent Contractor’s provision of Services or obligations under this Agreement and/or (2) any injury, damage, death or other loss to any course participant(s), property or any other person as a result of the provision of the Services. Independent Contractor’s agreement to indemnify, defend and hold harmless the Center includes any losses claimed to be caused, in whole or in part, by the acts, omissions or negligence of the Center, Independent Contractor, Leave No Trace course leaders or co-instructors, or other third party(s).
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Agreement to Indemnify, Defend and Hold Harmless. (a) The PFI as the Servicer agrees to indemnify, defend and hold the Bank and the other Indemnified Parties harmless from and against all losses, damages, claims, actions, causes of action, liabilities, obligations, judgments, penalties, fines, forfeitures, costs and expenses, including, without limitation, legal fees and expenses, that result from (i) the failure or purported failure of the PFI or its assignee or designee in any way to perform its servicing obligations and duties with respect to the Mortgages or managing or disposing of Property in accordance with this Contract or the Guides, or (ii) the actual or purported willful misfeasance, bad faith or negligence of the PFI or its assignee or designee in the performance of its obligations or duties as the Servicer in connection with this Contract or the Guides, or the reckless disregard of such obligations or duties. In no event shall this indemnification be deemed to be a guarantee of payment by any obligor of any Mortgage. If an Indemnified Party seeks indemnification under this Section 7.4 (a), it must promptly give the PFI notice of any legal action or dispute. However, delay or failure by the Indemnified Party to provide such notice shall not release the PFI from any indemnity obligations, except and only to the extent that the PFI shows that such delay or failure materially prejudiced the defense of such action. The PFI shall be responsible to conduct such defense through counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party is permitted to control fully the defense of any such claim and to settle any such claim subject to the PFI’s approval, which approval shall not be unreasonably withheld; provided further that the Indemnified Party shall have the right to retain counsel to represent it at its expense in connection with any such claim. If the PFI fails to comply with its indemnity obligations or breaches this Contract, or the Bank believes that there is a conflict between the Bank and the PFI or its counsel, the Bank may engage separate counsel at the expense of the PFI. If the PFI fails to assume the defense of an action within ten (10) days after receiving notice, then the PFI shall be bound by any determination made in the action or by any compromise or settlement the Indemnified Party may effect. The Indemnified Party shall use reasonable efforts to mitigate any claims tendered to the PFI. The Indemnified Party shall assign to the PFI all...
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Agreement to Indemnify, Defend and Hold Harmless. (a) The PFI agrees to indemnify, defend and hold the Bank and the other Indemnified Parties harmless from and against all losses, damages, claims, actions, causes of action, liabilities, obligations, judgments, penalties, fines, forfeitures, costs and expenses, including, without limitation, legal fees and expenses, that result from (i) its failure or purported failure in any way to perform its services and duties in connection with servicing Mortgages or managing or disposing of Property according to this Contract or the Guides, or (ii) the actual or purported willful misfeasance, bad faith or negligence of the PFI in the performance of its obligations or duties under this Contract or the Guides, or the reckless disregard of such obligations or duties. Such defense shall be conducted by counsel acceptable to the Bank.
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Agreement to Indemnify, Defend and Hold Harmless. Independent Contractor agrees to indemnify (indemnify meaning reimburse by payment or otherwise), defend and hold harmless the Center with respect to any and all claims, liabilities, losses, suits or expenses (including reasonable attorneys fees and costs), made or brought by anyone, arising out of or related to (1) Independent Contractor’s provision of Services or obligations under this Agreement and/or (2) any injury, damage, death or other loss to any course participant(s), property or any other person as a result of the provision of the Services. Independent Contractor’s agreement to indemnify, defend and hold harmless the Center includes any losses claimed to be caused, in whole or in part, by the acts, omissions or negligence of the Center, Independent Contractor, Leave No Trace course leaders or co-instructors, or other third party(s). 補償・弁護・非訟への同意：契約者は、以下の事項に関連するいかなる苦情、賠償責任、損失、訴訟、出費（相応な弁護士費用や経費を含む）に対しても、センターを補償（支払い等）・弁護・非訟しなければならない。(1)この同意書のもとに行われる契約者の提供するサービスや責務、(2)サービスの提供に起因する、すべての参加者、施設、あるいは他の人々の障害、損傷、死、その他の損失。契約者は、センター、契約者、LNT コースの講師や補助講師、もしくは第三者の不適切な行為や過失によって生じたすべて損失について、センターを補償（支払い等）・弁護・非訟しなければならない。
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Related to Agreement to Indemnify, Defend and Hold Harmless

  • Indemnification and Hold Harmless a. The Contractor shall be responsible for and shall indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines, of whatsoever kind of nature, arising out of or relating to a) the Contractor’s or any Subcontractor’s performance or failure to perform this Contract, or b) the acts or omissions of the Contractor or any Subcontractor.

  • Indemnity and Hold Harmless Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

  • Hold Harmless and Indemnification A. The Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City.

  • Hold Harmless Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply 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 County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

  • ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

  • Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:

  • Indemnitee’s Entitlement to Indemnification In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

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