Client’s Indemnification. To the fullest extent permitted by law, Client shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, employees, and agents and Engineer’s Engineers from and against any and all claims for bodily injury and for damage to tangible property caused solely by the negligent acts of omission of Client or Client’s officers, directors, partners, employees, agents, and Client’s Engineers with respect to this Agreement or the Project.
Client’s Indemnification. Client shall protect defend, indemnify and hold harmless Sivla and its officers, directors, employees, successors and assigns from and against any losses, damages (including, without limitation, consequential damages and penalties) and expenses (including, without limitation, reasonable counsel fees, costs and expenses incurred in investigating and defending against the assertion of such liabilities) which may be sustained, suffered or incurred by Sivla and its officers, directors, employees, successors and assigns which are related to any breach by Client of its representations and warranties, or of its covenants, in this Agreement. Further, Client specifically agrees to protect, defend, indemnify and hold harmless Sivla from and against any losses, damages and expenses incurred defending against a shareholder derivative action initiated by shareholders of Client.
Client’s Indemnification. Client agrees to indemnify, protect, defend, release, and hold harmless TotalSource, its parents, subsidiaries, affiliates, directors, officers, and agents from and against any and all liability, expenses, losses, and claims for damages arising from or in connection with (i) actions or inactions of the Worksite Employees, Client's officers, directors, agents, or independent contractors while under Client's direction, supervision, or control; (ii) Client's breach of this Agreement; or (iii) Client's negligent, fraudulent, willful, or reckless performance or non-performance of any of the responsibilities described in this Agreement.
Client’s Indemnification. Client shall defend, indemnify and hold Influencer harmless from and against any and all claims, liabilities, damages, cost, judgments, penalties and expenses of any kind (including reasonable outside attorneys’ fees and litigation costs) (“Losses”) to the extent arising from third-party claims based on (i) the creation, publication or distribution of any Content created by, on behalf of or for Client; (ii) Client’s services; and (iii) any breach of any of Client’s representations, warranties, covenants and agreements under this Agreement or any grossly negligent act or omission or willful misconduct of Client provided, that Influencer promptly notifies Client in writing of such third-party claim (it being understood that any failure to do so shall not affect Client’s indemnification obligations hereunder except to the extent Client is prejudiced thereby); Client shall assume and control the defense of any such claim, provided, that Influencer will have the right, at its own cost, to participate in such defense. Client shall not settle any such claim unless there is no obligation, directly or indirectly, on the part of Influencer to contribute any portion of the payment for any Losses, Client obtains a general and unconditional release with respect to the claim as to Influencer, and there is no finding or admission of any violation of law or effect on any other claim that may be made against the Influencer. Client’s obligations set forth above are in addition to any other liability it may otherwise have hereunder and shall be independent of its obligations under any other provision of this Agreement.
Client’s Indemnification. Client agrees to indemnify, protect, defend, release, and hold harmless TotalSource, its parents, subsidiaries, affiliates, directors, officers, benefit plans and agents from and against any and all liability, expenses, losses, and claims for damages arising from or in connection with: (i) any actions or inactions of Worksite Employees, Client’s officers, SEI’s, directors, agents, or independent contractors, in each case, while under Client’s direction, supervision, or control; (ii) Client’s breach of this Agreement; or (iii) Client’s negligent, fraudulent, willful, or reckless performance or non-performance of any of the responsibilities described in this Agreement.
Client’s Indemnification. Client shall protect, defend, indemnify and hold harmless Media Buyer and its officers, directors, employees, successors and assigns from and against any losses, damages (including, without limitation, consequential damages and penalties) and expenses (including, without limitation, reasonable counsel fees, costs and expenses incurred in investigating and defending against the assertion of such liabilities) which may be sustained, suffered or incurred by Media Buyer and its officers, directors, employees, successors and assigns which are related to any breach by Client of its representations and warranties, or of its covenants, in this Agreement. Further, Client specifically agrees to protect, defend, indemnify and hold harmless Media Buyer from and against any losses, damages and expenses incurred defending against a shareholder derivative action initiated by shareholders of Client.
Client’s Indemnification. You will indemnify, defend, and hold harmless Horizon from and against any and all liability, damage, loss or expense (including reasonable attorneys’ fees) arising out of (i) any claim, demand, action or proceeding, statutory or otherwise, based on allegations arising as a result of use of the Website, Software, Documentation or Services in a manner not expressly described or permitted by this Agreement, (ii) use of the Website, Software, Documentation or Services in any unlawful manner or for any unlawful purpose, (iii) breach or alleged breach of this Agreement by you or your personnel, (iv) Horizon’s use of Client Content that infringes any third party Intellectual Property, or (v) Horizon’s use of Client Content as permitted by this Agreement that violates the privacy rights or the rights to Personally Identifiable Information of a third party.
Client’s Indemnification. The Client is liable for Plan benefit claims and all expenses incident to the Plan and any loss, liability, claim or expense (including attorney’s fees, court costs and expenses of litigation) arising out of any act or omission of the Client in connection with the Plan or in connection with this Contract, including compensatory, punitive, or other damages. The Client is also liable for any and all loss, liability, clam, damage or expense (including attorney’s fees, court costs and expenses of litigation) arising out of or in any way related to a breach of duty by the Plan Administrator or the named fiduciary of the Plan. Nothing in this Section 7.A. is intended by Client to waive or waives any immunities or liability limitations contained in the Colorado Governmental Immunity Act, which are expressly preserved by Client.
Client’s Indemnification. Client shall defend, indemnify, save and hold harmless the Consultant and its officers, directors, employees, subcontractors, agents, and permitted successors and assigns (together, “Consultant Indemnitees”) from and against any and all Claims arising out of or related to:
(i) Any Client specifications, directions or Confidential Information or any Client Material (including, without limitation, any Claims for infringement or alleged infringement of any third party’s IP Rights);
(ii) Any use or the Services or Work Product of Consultant or any Third-Party Material, other than in accordance with Consultant’s written specifications or instructions;
(iii) Any product, good, or service of any Client Indemnitee or its agents, employees, independent contractors, suppliers, customers or partners, or its or any of their successors or assigns;
(iv) Or any act, omission, or other matter described in subparts (i)-(iv) of Section 10(a).
Client’s Indemnification. To the extent allowed by law, Client will indemnify, defend, and hold harmless Xxxxxx Solutions from and against any and all liability, damage, loss or expense (including reasonable attorneys’ fees) arising out of (i) any claim, demand, action or proceeding, statutory or otherwise, based on allegations arising as a result of use of the Website, Software, Documentation or Services in a manner not expressly described or permitted by this Agreement, (ii) use of the Website, Software, Documentation or Services in any unlawful manner or for any unlawful purpose, (iii) Xxxxxx Solutions’ use of Client Content that infringes any third party Intellectual Property, or (iv) Xxxxxx Solutions’ use of Client Content as permitted by this Agreement that violates the privacy rights or the rights to Personally Identifiable Information of a third party. KARPEL SOLULTIONS’ INDEMNIFICATION: Xxxxxx Solutions will at its own expense (including payment of attorneys' fees) defend Client in the event that any suit is brought against Client based on a claim that the Software directly infringes any valid U.S. Intellectual Property right and shall indemnify Client from any amounts assessed against Client in a resulting judgment or settlement of such claims. Xxxxxx Solutions will not be liable for any cost or expense of defense Client incurs in connection with any such suit or claim, without Xxxxxx Solutions’ prior and specific authorization and consent. Notwithstanding the foregoing, Xxxxxx Solutions has no obligations under this Section in the event any infringement claim is solely or in part based upon or arising out of any modification or alteration to the Software not made by Xxxxxx Solutions, (ii) any combination or use of the Software with products, hardware or services not supplied by Xxxxxx Solutions or approved in writing by Xxxxxx Solutions in advance of such combination, (iii) Client’s continuance of allegedly infringing activity after being notified of such activity, or after being informed of modifications that would have avoided the alleged infringement, (iv) Client’s failure to use corrections or enhancements made available by Xxxxxx Solutions, (v) use of the Software not in accordance with the applicable Documentation or outside the scope of this Agreement, or (vi) the use of the Software in a manner for which it was neither designed nor contemplated. Xxxxxx Solutions’ aggregate liability and obligation under this Section will be will not exceed the fees Client has pai...
