Defend and Hold Harmless Sample Clauses

Defend and Hold Harmless. Licensee shall be required to hold harmless Licensor, its officers, employees and independent contractors from any claim or demand or damage to property or injury, including death to persons, which arise out of in any way the exercise by Licensee of its rights under this License. Licensee shall be required to pay for the cost of defense and hold harmless Licensor, its officers, employees and independent contractors against any judgment and to pay any settlement arising out of such claim or demand, including but not limited to, the full costs of the defense of Licensor, its employees, officers and independent contractors through the employment of experts approved by the parties defended, provided, however, that such approval shall not be unreasonably withheld.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Defend and Hold Harmless. The Owners agree to defend and hold the Village harmless from any and all actions, causes of action, claims, litigation in law or chancery, attorney's fees, and costs required to defend against efforts by anyone to set aside this annexation or the terms of this Agreement.
Sample 1Sample 2See All (4)
Defend and Hold Harmless. Each Cooperating Partner shall cooperate in the defense of and hold harmless each other and the Water Agency from all actions, claims or judgments by, or in favor of, third parties arising out of any act or omission of such Cooperating Partner, its officers, employees, or agents in connection with the performance of this agreement.
Sample 1
Defend and Hold Harmless. TENANT/S covenants and agrees to indemnify, defend and hold the PROPERTY OWNER, MANAGER, MANAGER'S agents, officers and/or employees harmless from and against any and all causes of action, expense, including defense costs and legal fees, and/or claims for damages of any nature whatsoever arising from or connected with or related to TENANT/S', TENANT/S' family, guest or invitees and/or TENANT/S' pets from improper or negligent (whether intentional or accidental) use of this premise including claims of TENANT/S' family, guest or invitees and/or TENANT/S' pets. TENANT/S ARE REQUIRED TO HAVE AND TO MAINTAIN ON A CONTINUAL AND ONGOING BASIS (AT ALL TIMES) A TEXAS TENANT'S OR RENTER'S POLICY OF INSURANCE WITH LIABILITY COVERAGE NAMING THE PROPERTY OWNER XXXXXX PROPERTIES LLC SAMPLE LEASE AGREEMENT AND/OR MANAGER AND/OR ANY OTHER PARTY AS MAY BE DIRECTED BY MANAGER AS AN ADDITIONAL INTEREST (SEE PARAGRAPH 39, "INSURANCE")
Sample 1
Defend and Hold Harmless. (a) If any suit or other legal proceeding is brought against WINTER SPRINGS and/or COUNTY by a third party seeking to challenge the adoption, validity and/or enforcement of this Agreement by WINTER SPRINGS and COUNTY, WINTER SPRINGS agrees to defend the adoption, validity and enforcement of this Agreement at WINTER SPRINGS’ expense, including attorney’s fees and other costs of defense, and hold harmless the COUNTY. The COUNTY will cooperate with and provide non- financial support to WINTER SPRINGS in such defense.
Sample 1
Defend and Hold Harmless. The current officers and directors of CRI and the officers and directors of the entity which shall receive the current assets and liabilities of CRI agree to defend, indemnify and hold harmless the surviving entity from any liability, claim, lawsuit, or regulatory action arising out of the business operations of CRI prior to the effective date of this merger.
Sample 1
Defend and Hold Harmless. Licensee shall use the Licensed Area at its own risk and Licensor shall not be liable for any damage to person or property resulting, directly or indirectly, from Licensee’s and its patrons’ use of the Licensed Area. Licensee shall pay any expenses incurred by Licensor in defending the validity of entering into this Agreement for the use of the Licensed Area by Licensee. Licensee shall be required to hold harmless Licensor, its officers, employees and independent contractors from any claim or demand or damage to property or inquiry, including death, to persons, which arise out of in any way the exercise by Licensee of its rights under this Agreement. Licensee shall be required to pay for the cost of defense and hold harmless Licensor, its officers, employees and independent contractors against any judgment and to pay any settlement arising out of such claim or demand, including but not limited to, the full costs of the defense of Licensor, its employees, officers and independent contractors through the employment of experts approved by the parties defended, provided, however, that such approval shall not be unreasonably withheld.
Sample 1
AutoNDA by SimpleDocs
Defend and Hold Harmless. Tort Liability. Government Code Section 895.2 imposes certain tort liability jointly upon public agencies solely by reason of such public agencies being parties to an agreement as defined in Government Code Section 895. Therefore, the COOPERATING ENTITIES hereto, as between themselves, pursuant to the authorization contained in Government Code Sections 895.4 and 895.6, each assumes the full liability imposed upon it or any of its officers, agents, representatives or employees by law for injury caused by a negligent or wrongful act or omission occurring in the performance of this Agreement, to the same extent that such liability would be imposed in the absence of Government Code Section 895.2. To achieve this purpose, each COOPERATING ENTITY indemnifies and holds harmless the other COOPERATING ENTITIES for any loss, cost, or expense, including reasonable attorneys’ fees that may be imposed upon or incurred by such other Party solely by virtue of Government Code Section 895.2. Neither the COUNTY nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the COOPERATING ENTITY under or in connection with any work, authority or jurisdiction delegated to COOPERATING ENTITY under this MOU. It is also agreed that, pursuant to California Government Code Section 895.4, COOPERATING ENTITY shall fully indemnify and hold COUNTY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COOPERATING ENTITY under or in connection with any work, authority or jurisdiction delegated to COOPERATING ENTITY under this MOU. Neither COOPERATING ENTITY nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by COUNTY and its consultants, contractors and employees under or in connection with any work, authority or jurisdiction delegated to COUNTY under this MOU. It is also agreed that, pursuant to California Government Code Section 895.4, COUNTY shall fully indemnify and hold COOPERATING ENTITY harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by COUNTY, its consultants, contractors and employees under or in connection with any work, authority or jurisdiction delegated to COUNTY under this MOU.
Sample 1
Defend and Hold Harmless 
Sample 1Sample 2

Related to Defend and Hold Harmless

  • Indemnity and Hold Harmless Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

  • Indemnification and Hold Harmless a. The Contractor shall be responsible for and shall indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines, of whatsoever kind of nature, arising out of or relating to a) the Contractor’s or any Subcontractor’s performance or failure to perform this Contract, or b) the acts or omissions of the Contractor or any Subcontractor.

  • Hold Harmless Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

  • Hold Harmless and Indemnification A. The Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City.

  • ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

  • Indemnified Parties Section 8.2

  • Claims Indemnified Subject to the exclusions stated in Subsection 4.02(d), the Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by the Company, any Permitted Lessee or any other Person. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), the Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses of the Loan Trustee and, so long as it is the holder of any Equipment Notes, each Pass Through Trustee (including, without limitation, reasonable attorney’s fees and disbursements and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of such Person’s agents) in connection with the transactions contemplated hereby.

  • Indemnified Persons The Trustee, the Master Servicer, the Company, the Trust Fund and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

  • Attorneys and Agents The Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties through its agents, representatives, attorneys, custodians, and/or nominees.

  • Indemnification of Agent Indemnitees EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE, PROVIDED THE CLAIM RELATES TO OR ARISES FROM AN AGENT INDEMNITEE ACTING AS OR FOR AGENT (IN ITS CAPACITY AS AGENT). In Agent’s discretion, it may reserve for any such Claims made against an Agent Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Lenders. If Agent is sued by any receiver, bankruptcy trustee, debtor-in-possession or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share.

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