Common use of Assumption of Liability; Indemnity Clause in Contracts

Assumption of Liability; Indemnity. Notwithstanding any other provision of this Agreement to the contrary, if applicable law requires a member of the BMS Group to make any payment or provide any benefit to any Xxxx Xxxxxxx Employee in the event no member of the Xxxx Xxxxxxx Group offers to provide such Xxxx Xxxxxxx Employee with a specified level of compensation or benefits, then Xxxx Xxxxxxx and its Affiliates shall offer to provide such level of compensation or benefits to the extent necessary to prevent any member of the BMS Group from being so obligated to such Xxxx Xxxxxxx Employee. Xxxx Xxxxxxx shall assume and be solely responsible for all Liabilities with respect to claims made by any Xxxx Xxxxxxx Employee for severance, indemnity or other termination pay or other benefits (i) relating to or resulting from Xxxx Johnson’s failure to offer employment to any Xxxx Xxxxxxx Employee (or failure to continue the employment of any Xxxx Xxxxxxx Employee of a Transferred Entity) or failure to offer or continue employment on terms and conditions which would preclude any claims of constructive dismissal or similar claims under any applicable law or other failure to comply with the terms of this Agreement, (ii) where such severance, indemnity or termination pay or other benefits are required to be paid under applicable law upon the Separation without regard to such terms and conditions or such continuation of employment or (iii) where such severance, indemnity or termination pay or notice or benefits are required to be paid to a Xxxx Xxxxxxx Employee due to a Xxxx Xxxxxxx Employee’s refusal to accept the offer of employment from the new Xxxx Xxxxxxx entity. From and after the Separation Date, Xxxx Xxxxxxx shall indemnify and hold harmless BMS and its Affiliates against all losses which BMS may suffer or incur as a result of any claim, action or any proceeding made by any Xxxx Xxxxxxx Employee against BMS or its Affiliates from and after the Separation Date or arising from any breach of Xxxx Johnson’s obligations under this Subsection 3.1(d). Xxxx Xxxxxxx shall promptly reimburse BMS for any separation payments described in this Subsection 3.1(d) that BMS makes.

Assumption of Liability; Indemnity. Notwithstanding any other provision of this Agreement to the contrary, if applicable law requires a member of the BMS Group to make any payment or provide any benefit to any Xxxx Xxxxxxx Foreign BMS Employee in the event no member of the Xxxx Xxxxxxx BMS Group offers to provide such Xxxx Xxxxxxx Foreign BMS Employee with a specified level of compensation or benefits, then Xxxx Xxxxxxx BMS and its Affiliates shall offer to provide such level of compensation or benefits to the extent necessary to prevent any member of the BMS Xxxx Xxxxxxx Group from being so obligated to such Xxxx Xxxxxxx Foreign BMS Employee. Xxxx Xxxxxxx BMS shall assume and be solely responsible for all Liabilities with respect to claims made by any Xxxx Xxxxxxx Foreign BMS Employee for severance, indemnity or other termination pay or other benefits (i) relating to or resulting from Xxxx JohnsonBMS’s failure to offer employment to any Xxxx Xxxxxxx Foreign BMS Employee (or failure to continue the employment of any Xxxx Xxxxxxx Employee of a Transferred EntityForeign BMS Employee) or failure to offer or continue employment on terms and conditions which would preclude any claims of constructive dismissal or similar claims under any applicable law or other failure to comply with the terms of this Agreement, (ii) where such severance, indemnity or termination pay or other benefits are required to be paid under applicable law upon the Separation without regard to such terms and conditions or such continuation of employment or (iii) where such severance, indemnity or termination pay or notice or benefits are required to be paid to a Xxxx Xxxxxxx Foreign BMS Employee due to a Xxxx Xxxxxxx Foreign BMS Employee’s refusal to accept the offer of employment from the new Xxxx Xxxxxxx entity. From and after the Separation Date, Xxxx Xxxxxxx BMS shall indemnify and hold harmless BMS Xxxx Xxxxxxx and its Affiliates against all losses which BMS may suffer or incur as a result of any claim, action or any proceeding made by any Xxxx Xxxxxxx Foreign BMS Employee against BMS or its Affiliates from and after the Separation Date or arising from any breach of Xxxx JohnsonBMS’s obligations under this Subsection 3.1(d)Section 4.1. Xxxx Xxxxxxx BMS shall promptly reimburse BMS Xxxx Xxxxxxx for any separation payments described in this Subsection 3.1(d4.1(c) that BMS Xxxx Xxxxxxx makes.

Assumption of Liability; Indemnity. Notwithstanding any other provision of this Agreement to the contrary, if applicable law requires a member of the BMS Group to make any payment or provide any benefit to any Xxxx Xxxxxxx Employee in the event no member of the Xxxx Xxxxxxx Group offers to provide such Xxxx Xxxxxxx Employee with a specified level of compensation or benefits, then Xxxx Xxxxxxx and its Affiliates shall offer to provide such level of compensation or benefits to the extent necessary to prevent any member of the BMS Group from being so obligated to such Xxxx Xxxxxxx Employee. Xxxx Xxxxxxx shall assume and be solely responsible for all Liabilities with respect to claims made by any Xxxx Xxxxxxx Employee for severance, indemnity or other termination pay or other benefits (i) relating to or resulting from Xxxx Johnson’s failure to offer employment to any Xxxx Xxxxxxx Employee (or failure to continue the employment of any Xxxx Xxxxxxx Employee of a Transferred Entity) or failure to offer or continue employment on terms and conditions which would preclude any claims of constructive dismissal or similar claims under any applicable law or other failure to comply with the terms of a. Throughout this Agreement, the “Indemnified Party (ii) where such severanceies)” means Xxxxxxx-Xxxxxxxxx, indemnity or termination pay or other benefits are the General Contractor, the Owner, any party required to be paid indemnified pursuant to the General Contract, and any of their respective officers, agents, servants, or employees, and affiliates, parents and subsidiaries. The Subcontractor hereby assumes the entire responsibility and liability for any and all actual or potential damage or injury of any kind or nature whatsoever (including death, business interruption or loss of use resulting therefrom) to all persons and entities, whether employees of the Subcontractor or any tier of the Subcontractor or otherwise, or to all property or as a result of a perceived risk of such damage or injury (including actions taken to avoid or contain such actual or potential damage or injury, whether required or incurred by a public authority or otherwise); caused by, resulting from, arising out of or occurring in connection with the execution of the Work, or in preparation for the Work, or any extension, modification, or amendment to the Work by change order or otherwise. Should any claims for such actual or potential damage or injury (including death resulting therefrom) be made or asserted, whether or not such claims are based upon an Indemnified Party’s alleged active or b. To the extent Subcontractor’s indemnification obligation hereunder requires Subcontractor to indemnify Xxxxxxx-Xxxxxxxxx for liability for damages to persons or property caused, in whole or in part, by any act, omission or default of Xxxxxxx-Xxxxxxxxx arising from this Agreement or from the performance of the Agreement, such indemnification obligation shall not exceed the combined amount of the Price of the Agreement and the limits of Subcontractor’s General Liability Insurance required under applicable law upon the Separation without regard Agreement , which sum Xxxxxxx-Xxxxxxxxx and Subcontractor hereby acknowledge bears a reasonable commercial relationship to such terms the Agreement in compliance with Section 725.06(1), Florida Statutes. Contractor and conditions or such continuation of employment or (iii) where such severance, indemnity or termination pay or notice or benefits are required Subcontractor further acknowledge that this Indemnification Agreement and the limitation set forth herein shall be deemed to be paid incorporated in, and to be a part of, the Contract Documents governing the Work, including all bid documents and specifications. c. In the event this Agreement pertains to a Xxxx Xxxxxxx Employee due project of a public agency as contemplated by Section 725.06(2), Florida Statutes, Subcontractor’s indemnification obligations hereunder shall require subcontractor to a Xxxx Xxxxxxx Employee’s refusal to accept the offer of employment from the new Xxxx Xxxxxxx entity. From and after the Separation Date, Xxxx Xxxxxxx shall indemnify and hold harmless BMS Xxxxxxx-Xxxxxxxxx and Xxxxxxx- Xxxxxxxxx’x officers and employees from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness or intentional wrongful conduct of Subcontractor and persons employed or unutilized by Subcontractor in the performance of the Work. d. In furtherance to but not in limitation of the indemnity provisions in this Agreement, Subcontractor hereby expressly and specifically agrees that its Affiliates against all losses which BMS may suffer obligation to indemnify, defend and save harmless as provided in these Terms and Conditions and the Agreement shall not in any way be affected or incur as a result of any claim, action or any proceeding made diminished by any Xxxx Xxxxxxx Employee against BMS statutory or constitutional immunity it enjoys from suits by its Affiliates own employees or from and after the Separation Date limitations of liability or arising from any breach of Xxxx Johnsonrecovery under worker’s obligations under this Subsection 3.1(d). Xxxx Xxxxxxx shall promptly reimburse BMS for any separation payments described in this Subsection 3.1(dcompensation laws. e. IN THE EVENT THAT THE LAW OF THE STATE IN WHICH THE PROJECT IS LOCATED (OR OTHER APPLICABLE LAW) that BMS makesLIMITS THE INDEMNITY OBLIGATIONS OF THE SUBCONTRACTOR, THEN THE INDEMNITY OBLIGATIONS OF THE SUBCONTRACTOR SHALL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND THIS ARTICLE SHALL BE CONSTRUED TO CONFORM TO SUCH LAW.