CONTRACTOR’S INDEMNIFICATION AND INSURANCE Sample Clauses

CONTRACTOR’S INDEMNIFICATION AND INSURANCE. (a) The Contractor shall indemnify and save harmless the Province and its employees and agents from any losses, claims, damages, actions, causes of action, costs and expenses that the Province or any of its employees or agents may sustain, incur, suffer or be put to at any time either before or after this Agreement ends, where the same or any of them are based upon, arise out of or occur, directly or indirectly, by reason of any act or omission of the Contractor or of any agent, employee, officer, director or subcontractor of the Contractor in connection with this Agreement, excepting always liability arising out of the independent acts or omissions of the Province and its employees and agents.
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CONTRACTOR’S INDEMNIFICATION AND INSURANCE. The Contractor shall indemnify and save harmless the Province, its employees and agents, from and against any and all losses, claims, damages, actions, causes of action, costs and expenses that the Province may sustain, incur, suffer or be put to at any time either before or after the expiration or termination of this Agreement where the same or any of them are based upon, arise out of or occur, directly or indirectly, by reason of any act or omission of the Contractor or of any agent, employee, officer, director or subcontractor of the Contractor pursuant to this Agreement, excepting always liability arising out of the independent negligent acts of the Province. The Contractor must provide, maintain and pay for: Commercial General Liability insurance protecting the Province and the Contractor from and against any and all claims which may arise out of the Contractor’s operations and handling of the Equipment during the rental period. The amount of such insurance shall not be less than $2,000,000 inclusive of any one occurrence, and the Contractor shall provide the Province with evidence of such insurance prior to the commencement of work under this Agreement, and such evidence shall be in the form of a completed Province of British Columbia Certificate of Insurance and no other evidence shall be accepted. Automobile Liability insurance on all licensed vehicles owned by or leased to the Contractor and used by them in the performance of the services provided under this Agreement. Such insurance shall be for an amount not less than $2,000,000 inclusive per occurrence. ICBC’s confirmation of automobile insurance coverage in the form of a completed APV 47 or a copy of the vehicle insurance documents shall be used as satisfactory evidence of automobile liability insurance. The insurance policies, except for ICBC automobile liability insurance, must provide that the insurance must not be cancelled or materially changed so as to affect the coverage provided under the Agreement, without the insurer giving at least thirty (30) days prior written notice to the Province. If the insurance policies expire prior to the end of the Agreement Term, the Contractor must provide the ministry evidence of insurance renewal in the form of a completed Province of British Columbia Certificate of Insurance or ICBC’s APV 47 or a copy of the vehicle insurance documents as applicable, at least ten (10) days prior to the expiry date of the policies listed in this schedule. Failure to pr...
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CONTRACTOR’S INDEMNIFICATION AND INSURANCE. Agreement (signed by the Shareholder and Contractor; to be signed by the Coop and Managing Agent).
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CONTRACTOR’S INDEMNIFICATION AND INSURANCE. (a) Contractor agrees to indemnify, defend (with counsel reasonably satisfactory to Owner), and hold Owner and Owner's officers, directors, agents and employees harmless from and against all liability, claims, demands, causes of action, damages, losses, or expenses (including attorney's fees) of any kind or nature arising out of or resulting from any negligent act or omission, willful misconduct, or breach of this Agreement by Contractor, any Subcontractor engaged by Contractor, anyone directly employed by any of them or anyone whose acts any of them may be liable for, except if such shall arise from the negligence or wilful misconduct of Owner. The obligations of Contractor under this Paragraph K.3(a) shall not extend to the liability of the Architect, engineers or other consultants hired and retained directly by Owner, or their respective agents or employees, arising out of (i) the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs, or specifications, or (ii) the giving or the failure to give directions or instructions by the Architect, engineers or other consultants hired by Owner, or their respective agents or employees, provided such giving or failure to give directions or instructions is the sole cause of the injury or damage. This indemnification shall survive termination of this Agreement.
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CONTRACTOR’S INDEMNIFICATION AND INSURANCE 
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Related to CONTRACTOR’S INDEMNIFICATION AND INSURANCE

  • Indemnification and Insurance (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

  • D&O Indemnification and Insurance (a) From and after the Share Exchange Closing, each of the Company and Surviving Corporation agrees that it shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Share Exchange Closing, whether asserted or claimed prior to, at or after the Share Exchange Closing, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and each of their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the Surviving Corporation and the Company shall, and shall cause their Subsidiaries to (i) maintain for a period of not less than six (6) years from the Share Exchange Closing provisions in their respective Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Company’s, Acquiror’s and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by applicable Laws.

  • Directors’ and Officers’ Indemnification and Insurance (a) Parent and Purchaser agree that any rights to indemnification or exculpation now existing in favor of, and all limitations on the personal liability of each present and former director, officer, employee, fiduciary or agent of Seller and its Subsidiaries (the “Indemnified Parties” and, each, an “Indemnified Party”) provided for in the respective organizational documents and any indemnification agreement between Seller or any Subsidiary of Seller and any present or former director, officer, employee, fiduciary or agent of Seller of any of its Subsidiaries, in effect as of the date hereof shall continue in full force and effect (and with respect to Seller, shall be reflected in the applicable organizational documents of such entity), for a period of six (6) years after the Acceptance Date. During such period, Parent shall not, nor shall it permit the Surviving Corporation to, amend, repeal or otherwise modify such provisions or agreements for indemnification in any manner that would materially and adversely affect the rights thereunder of any individual who at any time on or prior to the Acceptance Date was a director, officer, employee, fiduciary or agent of Seller or its Subsidiaries in respect of actions or omissions occurring at or prior to the Acceptance Date (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by Law; provided, however, that in the event any claim or claims are asserted or made either prior to the Acceptance Date or within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims.

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

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