Claims and Indemnification Sample Clauses

Claims and Indemnification. 12.1 All decisions regarding the defence, including but not limited to the proceedings, actions and settlement, with respect to any product liability claims relating to Goods, shall vest with the Supplier alone. Should it not be possible, due to regulatory or similar reasons, for the Supplier to be a party in the defence, the Customer shall defend the claim in accordance with the Supplier’s instructions. All decisions regarding the defence, with respect to any claims relating to the Goods or the trademarks connected with the Goods, shall vest with the Supplier alone. The Customer agrees to notify the Supplier promptly after becoming aware of any claim affecting the Supplier, and take all action reasonably requested by Supplier to avoid, compromise or defend against the claim and any proceedings in respect of the claim at the Supplier’s expense. 12.2 The Customer shall indemnify the Supplier and hold the Supplier harmless from and against any and all damages and liabilities (including reasonable attorneys’ fees and costs) arising from any breach of the Customer’s obligations pursuant to the Agreement or negligent action in distribution of the Goods by the Customer.
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Claims and Indemnification. Company shall defend, indemnify, and hold harmless The dBc from and against any and all liabilities, suits, claims, losses, damages, or judgments, and shall pay all costs, including reasonable attorneys’ fees and damages arising from or in any way related to: (a) any claim that any act or omission by The dBc in the performance of this Agreement with respect to the Masters and/or Music made available by Company constitutes an infringement or a violation of any right, interest, or law, including applicable copyright laws and contract rights, of any third party in or to such Masters and/or Music; (b) any breach of any warranty or representation of Company as provided in this Agreement; (c) any failure or inadequacy by or on behalf of Company with respect to any registration or filing of any right or entitlement related to any Masters or Music; and (d) any claim by any person for any royalty or other compensation arising from use or licensing of any Masters and Music by The dBc or its customers consistent with this Agreement, except as specifically qualified otherwise in Section 6 of this Agreement. The dBc will defend, indemnify, and hold harmless Company from and against any and all liabilities, suits, claims, losses, damages, or judgments, and shall pay all costs, including reasonable attorneys’ fees, for damages arising from or in any way related to any third party claim arising from or connected with any breach of any warranty, representation, or agreement of The dBc as provided in this Agreement.
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Claims and Indemnification. (1) The Architect agrees to indemnify the Owner for any losses or damages incurred by the Owner as a result of professional negligence in the performance of the Architect’s duties under this agreement. This duty to indemnify shall be binding only upon a finding by a Court of competent jurisdiction that the losses claimed are caused solely and proximately by the professional negligence of the Architect. To the fullest extent permitted by Laws and Regulations, a party’s total liability to the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party, shall not exceed the percentage share that the party’s negligence bears to the total negligence. (2) In the event of any claims made against the Owner in which it is alleged that a contractor or another person not a party to this agreement suffered loss as a result of any failure by the Architect to comply with any of the terms or standards set forth herein, the Architect agrees to cooperate with and assist the Owner in responding to such claims. Such assistance shall be provided at the then applicable Standard Hourly Rate Schedule for professional services. (3) Limit of Indemnity: The limit of liability of the Architect for indemnification hereunder shall be the amount of compensation set forth above for this project. If any claim for indemnification hereunder exceeds that amount, the Owner agrees to accept, as full satisfaction thereof, a sum equal to the compensation for this project set forth above.
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Claims and Indemnification. 1. The Engineer agrees to indemnify the Client for any losses or damages incurred by the Client as a result of professional negligence in the performance of the Engineer’s duties under this agreement. This duty to indemnify shall be binding only upon a finding by a Court of competent jurisdiction that the losses claimed are caused solely and proximately by the professional negligence of the Engineer. To the fullest extent permitted by Laws and Regulations, a party’s total liability to the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party, shall not exceed the percentage share that the party’s negligence bears to the total negligence. 2. In the event of any claims made against the Client in which it is alleged that a contractor or another person not a party to this agreement suffered loss as a result of any failure by the Engineer to comply with any of the terms or standards set forth herein, the Engineer agrees to cooperate with and assist the Client in responding to such claims. Such assistance shall be provided at the then applicable Standard Hourly Rate Schedule for professional services.
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Claims and Indemnification. 12.1. Except for those foreseen under Clause 10.1.1, each of the Parties will be fully liable for the performance of the covenants, obligations and/or duties arising under this Agreement, as well as for the representations and warranties given under this Agreement and for the performance of their respective obligations and covenants undertaken hereunder. It is agreed that the indemnification will be determined so that the Aggrieved Party and/or the Company could regain the position it would have enjoyed had the respective warranties been true, accurate and complete or the respective covenants, duties and/or obligations being duly and entirely fulfilled. 12.2. The Party breaching this Agreement (the “Party in breach”) shall fully indemnify and hold harmless the other Party (the “Aggrieved Party”) in order to cover all claims, losses, liabilities, obligations, damages, costs and expenses, including reasonable court and advisers’ fees (the “Losses”) within the limit of the Purchase Price, in relation to: (i) any breach or inaccuracy of any representation or warranty undertaken in this Agreement; (ii) any breach of any covenant or obligation undertaken in this Agreement: For the avoidance of any doubt, the Parties agree, as example, that the following may constitute Losses: (a) for the Sellers: the Buyer’s failure to pay the Price under the conditions of this Agreement; and Losses caused to the Sellers (and/or to the Company before/after Closing Date) in case of failure to observe the representations and warranties or any other obligation or covenant of the Buyer provided in this Agreement; (b) for the Buyer: the Sellers’ failure to transfer the ownership over the Shares as per the conditions of this Agreement, Losses caused to the Buyer (and/or to the Company before/after Closing Date) in case of failure to observe the representations and warranties or any other obligation or covenant provided in this Agreement under Clause 8 hereto; 12.3. In the event a Party considers that the other Party has breached any of the representations/warranties given or any covenant and/or obligation undertaken in this Agreement, then the Aggrieved Party shall send a request for indemnification in writing to the Party in breach (“Notice of Claim”). The Notice of Claim shall: (a) refer to the respective breach; (b) specify the estimated size of the claim (including the estimated Losses suffered or likely to be suffered by the Aggrieved Party); and (c) provide any available and rel...
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Claims and Indemnification. 15.1 Selfcare hereby covenants and agrees to indemnify and hold harmless the Partners and their heirs, successors and assigns against any and all claims, losses, expenses (including reasonable attorneys' fees), obligations, damages, costs and liabilities suffered or incurred by the same which arise out of, result from or are related to any breach or failure of the Selfcare to perform or comply with any of its warranties, representations, commitments or obligations hereunder. 15.2 Each Partner hereby covenants and agrees to indemnify and hold harmless Selfcare and its heirs, successors and assigns against any and all claims, losses, expenses (including reasonable attorneys' fees), obligations, damages, costs and liabilities suffered or incurred by the same which arise out of, result from or are related to any breach or failure of the Partnership or any Partner to perform or comply with any of their warranties, representations, commitments or obligations hereunder, but, with respect to each of the Limited Partners, in no event for an amount more than that Limited Partner's proportionate share of the Cash (as defined in Section 3.1) plus the value of the Purchase Shares received by (or for the benefit of) that Limited Partner less that Limited Partner's proportionate share of any Early Premium or Late Premium delivered to Selfcare pursuant to Section 9. 15.3 Each Partner further covenants and agrees to indemnify and hold harmless Selfcare and its heirs, successors and assigns against any and all liabilities of the Partnership of any nature, including without limitations the Partnership Liabilities, and any and all liabilities of the Partners that arose in connection with the conduct and activities of the Partnership prior to the Closing Date, and any and all costs, liabilities, claims, losses or damages arising from any failure of the Partnership or the Partners to discharge or pay any such liability or obligation of the Partnership or the Partners, but, with respect to each of the Limited Partners, in no event for an amount more than that Limited Partner's proportionate share of the Cash (as defined in Section 3.1) plus the value of the Purchase Shares received by (or for the benefit of) that Limited Partner less that Limited Partner's proportionate share of any Early Premium or Late Premium delivered to Selfcare pursuant to Section 9. 15.4 The Parties and the Trust shall be notified promptly in writing of any claims which may arise hereunder after the Closi...
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Claims and Indemnification. Participant agrees that it shall not make any claims or demands for damages or other relief against any third party, including without limitation, any party to the Funding Agreement, and any departments, agencies, ministries or other entities forming a part of, created by, or belonging to the governments of Canada, Ontario or Quebec, in connection with the activities contemplated by this Agreement. Participant shall indemnify, defend, and hold harmless iPaaS Access Provider and iPaaS Access Providers Related Parties, from and against any and all losses, liabilities, obligations, claims, suits, costs, expenses, damages, or judgments of any kind or nature whatsoever (including reasonable attorneys' fees and other reasonable expenses associated with, and any costs incurred pursuing indemnification claims hereunder), whether actual or threatened, resulting from (i) the negligence or willful misconduct of Participant or its Authorized Users; (ii) a breach of this Agreement by Participant or its Authorized Users;
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Claims and Indemnification. The parties intend that each of them shall be responsible for its own actions and omissions and for the actions and omissions of its own agents and employees. Neither intends to assume by this contract any liability that is not the result of its own actions or omissions. ________________ Hospital agrees to defend, indemnify and hold H.A.M.C. harmless from any claims, damages, losses, and expenses, including attorney’s fees, arising out of or resulting form the negligent performance or non-performance of any of its duties or services pursuant to this Agreement. H.A.
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Claims and Indemnification 
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Related to Claims and Indemnification

  • Defense and Indemnification 12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

  • HOLD HARMLESS AND INDEMNIFICATION To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

  • Release and Indemnification The Company hereby (i) releases the Issuer, its governing body members, officers, agents, including independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, the “indemnified parties”) from, (ii) agrees that the indemnified parties shall not be liable for, and (iii) agrees to indemnify and hold harmless the indemnified parties from and against (except for matters directly resulting from the negligence, breach of contract, willful misconduct, bad faith or recklessness of an indemnified party or their agents) all liabilities, losses, damages, costs, expenses, suits, claims, settlements and judgments, of any nature whatsoever arising from or related in any manner whatsoever to the acquisition, improving, equipping, ownership, leasing or operation of the Facilities or any activities related to the foregoing or to the failure of the Company to perform any of its obligations under this Agreement. All covenants, stipulations, promises, agreements and obligations of the Issuer contained herein shall not be deemed to be the covenants, stipulations, promises, agreements and obligations of any governing body member, officer, agent, consultant and legal counsel, servant or employee of the Issuer in the individual capacity thereof. No recourse shall be had for the payment of the principal or Redemption Price of or Purchase Price or interest on the Bonds or for any claim based thereon or hereunder against the Issuer or any governing body member, officer, agent, consultants and legal counsel, servant or employee of the Issuer or any natural person executing the Bonds or pertaining to their sale, delivery, payment, redemption or Mandatory Purchase or Optional Tender Purchase. Neither the Issuer nor the Trustee shall be responsible or liable for any market loss suffered in connection with the investment of funds made in accordance with the Indenture, or, absent failure on the part of the Trustee to follow clear and reasonable instructions of the Company for investing moneys, shall have any liability for nonpayment of interest on any uninvested moneys that the Trustee may hold at any time in trust or receive under any of the provisions of this Agreement or the Indenture, except as otherwise specifically agreed in writing. Promptly after receipt by the Issuer or Trustee, as the case may be, or any such other indemnified person of notice of the commencement of any action in respect of which indemnity may be sought against the Company under this Section, such person will notify the Company in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Company shall assume the defense of such action (including the employment of counsel who shall be counsel reasonably satisfactory to the Issuer, Trustee or such other person as the case may be, and the payment of expenses). Insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Company, the Issuer or any such other indemnified person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Company unless the employment of such counsel has been specifically authorized by the Company. The Company shall not be liable to indemnify any person for any settlement of any such action effect without its consent.

  • Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. (b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof. (c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section. (d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person. (f) The foregoing provisions of this Section shall survive any termination of this Agreement.

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