City Indemnity. To the extent permitted by law, and pursuant to Government Code Section 895.4, City shall defend, with counsel acceptable to County, indemnify and save harmless the County and all County officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injuries to or death of any person or damage to property resulting from anything done or omitted to be done by City and its contractors under or in connection with any work, authority or jurisdiction delegated to City under this Agreement; provided, however, that City is not required to indemnify County for the proportion of liability a court determines is attributable to the sole negligence or willful misconduct of County, its officers or employees. This provision will survive the expiration or termination of this Agreement.
City Indemnity. Subject to the conditions and limitations of the Oregon Tort Claims Act (OTCA) and the Oregon Constitution, the City shall indemnify and hold harmless the County, and their officers, agents and employees, or any of them from any and all claims, actions, suits, loss, costs, expenses, and damages of any nature whatsoever, by any reason or arising out of any act or omission of the City, its officers, agents and employees, or any of them relating to or arising out of performing services described in this Agreement. In the event that any suit based upon such a claim, action, loss, or damages is brought against the County, and/or their officers, agents and employees, or any of them, or jointly against the Parties and their respective officers agents and employees, or any of them, the City shall satisfy the same.
City Indemnity. City is responsible for HCD fund disbursement to the District (“City Obligations”). City shall indemnify, defend, protect, and hold harmless the District and its affiliates, directors, officers, partners, members, agents and employees (each, an “District Indemnified Party”) and Developer Indemnified Party against any and all 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 City’s performance of or failure to perform its City Obligations, in the manner and within the time periods, and to otherwise perform any covenants, set forth in the AHSC Documents. However, in no event shall the District Indemnified Party or the Developer Indemnified Party be indemnified hereunder for any Claims to the extent said Claims result from such party’s gross negligence or willful misconduct. City agrees to pay all of the costs and expenses of the District Indemnified Party and the Developer Indemnified Party, including reasonable attorneys’ fees, which may be incurred in any effort to enforce any term of this Agreement, caused by a City breach of the Agreement, including, but not limited to, all such costs and expenses which may be incurred by any District Indemnified Party and Developer Indemnified Party in any legal action, reference or arbitration proceeding brought by HCD or other third party.
City Indemnity. City shall fully release, indemnify, hold harmless and defend the JPB, its member agencies (the San Mateo County Transit District, the City and County of San Francisco, and the Santa Xxxxx Valley Transportation Authority), TransitAmerica Service Inc. (“TASI”), Union Pacific Railroad Company, and/or their respective officers, directors, employees, contractors and agents (collectively, “JPB Indemnitees”) from and against all liability, claims, suits, sanctions, costs or expenses for injuries to or death of any person (including, but not limited to, the passengers, employees and contractors of Railroad), and damage to or loss of property arising out of or resulting from any negligent act or omission by City, its agents, employees, contractors or subcontractors in the maintenance of the City Improvements or in the performance of any other obligation in this Agreement. City’s obligation to defend shall include the payment of all reasonable attorneys fees and all other costs and expenses of suit. If any judgment is rendered against any JPB Indemnitee, City shall, at its expense, satisfy and discharge the same, so long as said claim has been timely tendered to the City without prejudice to City’s rights and/or abilities to undertake a defense of said claim.
City Indemnity. To the extent that the Construction Manager or the Subcontractors are not in violation of Subsection 2.1(L) below and to the extent sufficient appropriations are made pursuant to Section 14.18 below, the City shall indemnify, defend and hold harmless the Construction Manager, the Subcontractors, and the directors, officers, agents and employees of each (the “Construction Manager Indemnitees”), for, from and against any Environmental Damages asserted against or sustained by such parties as a result of any of the Construction Manager Indemnities being deemed or determined to be a generator, arranger, owner, operator, treater, xxxxxx, transporter or disposer of, or otherwise responsible for, any such Environmental Conditions.
City Indemnity. Pursuant to California Government Code Section 895.4, City shall indemnify, defend with counsel approved in writing and hold harmless County, its elected officials, board members, officers, agents, employees and authorized volunteers from and against any and all claims, damages, demands, liability, costs, losses and expenses, including, without limitation, court costs, reasonable attorneys’ fees, and expert witness fees, arising our of, in connection with or in any way related to the negligence and willful misconduct of the City relating to this Agreement.
City Indemnity. Subject to Article 17.4, the City covenants to defend, indemnify and save harmless the Operator from and against any and all Claims of any nature whatsoever and howsoever caused by the City resulting from or relating to:
(a) Any breach, violation or non-performance by the City of this Agreement;
(b) Any negligent acts or omissions by the City;
(c) Any inaccuracy in or breach of any of the representations or warranties contained in this Agreement; and
(d) All costs, expenses and legal fees (on a substantial indemnity basis) that may be incurred or paid by the Operator in enforcing this Agreement and/or that may be incurred or paid by the Operator in connection with any Claim action, suit or proceeding with respect to a matter for which the City is obligated to indemnify the Operator pursuant to this Article.
City Indemnity. The City agrees to save harmless, release and indemnify TK against and from all fines, suits, claims, liabilities, damages, costs, expenses, demands and actions of any kind or nature whatsoever for which TK may become liable, suffer or incur by reason of or related to or arising from:
i) any breach, violation, default or non-performance by the City of any provision of this Agreement; and
ii) any wrongful act, omission or negligence of the City or its officers, employees, agents, contractors, subcontractors or others for whom it is responsible. In this section, references to TK include its directors, officers, employees, agents and contractors. The indemnity applies to issues or incidents arising during the term of this Agreement and survives the expiry or earlier termination of this Agreement.
City Indemnity. City will indemnify, defend and hold harmless Developer for, from and against any and all Claims suffered or incurred by Developer resulting from or arising out of the use of or activities on the Easement Area by City or its Permittees, except to the extent caused by the negligence or willful misconduct of Developer, as established by a court of competent jurisdiction.
City Indemnity. The City shall indemnify, defend and hold harmless Consumers Energy, and its officers, directors, employees and agents, from and against any and all causes of action, liabilities, losses, claims, demands, damages, penalties, fines, charges, interest, costs, expenses or orders (including, without limitation, attorney and consultant fees and expenses, including court costs and litigation expenses) related to the Development or the Project Site to the extent proximately caused by City’s (i) negligence, (ii) willful misconduct or (iii) violation of law or regulation.
