City’s Obligation to Indemnify Sample Clauses

City’s Obligation to Indemnify. To the extent permitted by law and within the limitations of the Tort Claims Act and the Oregon Constitution, the City shall defend, save, hold harmless, and indemnify the Metro and their respective officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorneys fees, resulting from, arising out of, or relating to the activities of the City or its officers, employees, subcontractors, or agents under this Agreement. The City shall have control of the defense and settlement of any claim that is subject to this paragraph. However, neither the City nor any attorney engaged by the City shall defend the claim in the name of the Metro or any department of Metro, nor purport to act as legal representative of Metro or any of their respective Department, without first receiving from the Metro Attorney, authority to act as legal counsel for Metro, nor shall the City settle any claim on behalf of either entity without the approval of the Metro Attorney. Metro may, at its election and expense, assume its own defense and settlement.
Sample 1Sample 2
AutoNDA by SimpleDocs
City’s Obligation to Indemnify. As a material inducement to Developer to enter into this Agreement, the City hereby unconditionally and irrevocably covenants and agrees to indemnify, defend and hold harmless Developer, its successors and assigns, and all of its and their officers, directors, shareholders, beneficial owners, trustees, partners, affiliates, agents and employees (collectively, “Developer Indemnitees”) against any and all Losses incurred in connection with any claim against any and all Developer Indemnitees that results from or arises out of any act or omission of City constituting negligence, intentional misconduct, or breach of this Agreement. The City further covenants and agrees to make full and timely payment to each and every Developer Indemnitee of any expenses (including reasonable attorneys’ fees and costs and expenses) the Developer Indemnitee may incur in the enforcement of this section against the City. This indemnity shall remain in full force and effect notwithstanding any amendment, modification, renewal, expiration, or termination of this Agreement.
Sample 1
City’s Obligation to Indemnify. To the extent permitted by law and within the limitations of the Tort Claims Act, City shall defend, save, hold harmless, and indemnify Metro, and their respective officers, employees and agents from and against all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever, including attorneys fees, resulting from, arising out of, or relating to the activities of City or its officers, employees, subcontractors, or agents under this Agreement. City shall have control of the defense and settlement of any claim that is subject to this paragraph. However, neither City nor any attorney engaged by City shall defend the claim in the name of Metro or any department of Metro, nor purport to act as legal representative of Metro or any of their respective departments, without first receiving from the Metro Attorney, as applicable, authority to act as legal counsel for Metro, nor shall City settle any claim on behalf of Metro without the approval of the Metro Attorney, as applicable. Metro may, at their respective election and expense, assume its own defense and settlement.
Sample 1

Related to City’s Obligation to Indemnify

  • Obligation to Indemnify Subject to the provisions of this Section IV.G, Company will indemnify and hold Investor, its Affiliates, managers and advisors, and each of their officers, directors, shareholders, partners, employees, representatives, agents and attorneys, and any person who controls Investor within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (collectively, “Investor Parties” and each a “Investor Party”), harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, reasonable costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that any Investor Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by Company in this Agreement or in the other Transaction Documents, (b) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, Prospectus Supplement, or any information incorporated by reference therein, or arising out of or based upon any omission or alleged omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) any action by a creditor or stockholder of Company who is not an Affiliate of an Investor Party, challenging the transactions contemplated by the Transaction Documents; provided, however, that Company will not be obligated to indemnify any Investor Party for any Losses finally adjudicated to be caused solely by (i) a false statement of material fact contained within written information provided by such Investor Party expressly for the purpose of including it in the applicable Registration Statement, Prospectus, Prospectus Supplement, or (ii) such Investor Party’s unexcused material breach of an express provision of this Agreement or another Transaction Document.

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

  • Conditions Precedent to Indemnification It shall be a condition precedent to the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder:

  • Indemnification and Save Harmless Provision The Association agrees to indemnify and hold the Board harmless against any liability which may arise by reason of any action taken by the Board in complying with the provisions of this Article.

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

Time is Money Join Law Insider Premium to draft better contracts faster.