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.
Defense and Indemnification. 4 The County shall defend and indemnify employees covered by this agreement 5 against claims and judgments incurred in or arising out of the performance of their 6 official duties, subject to the limitations of the Oregon Tort Claims Act.
Defense and Indemnification. 12.1 User shall defend, indemnify, and hold harmless County, its agents, officers, and employees from and against all claims, damages, losses, judgments, liabilities, expenses, and other costs, including litigation costs and attorney’s fees, arising out of, resulting from or in connection with the Event or this Agreement. User’s obligation to defend, indemnify, and hold the County, its agents, officers, and employees harmless applies to any actual or alleged personal injury, death, damage or destruction to tangible or intangible property, including the loss of use. User’s obligation under this paragraph extends to any claim, damage, loss, liability, expense, or other costs that are caused in whole or in part by any act or omission of User, its agents, employees, suppliers, guests, or anyone directly or indirectly employed by any of them, or anyone for whose acts or omissions any of them may be liable.
12.2 User’s obligation to defend, indemnify, and hold the County, its agents, officers, and employees harmless under the provisions of paragraph 12.1 is not limited to, or restricted by, the requirement in this Agreement that User procure and maintain a policy of insurance.
Defense and Indemnification. Business Associate shall defend, indemnify and hold harmless Covered Entity from and against all claims, liabilities, judgments, fines, assessments, penalties, awards or other expenses, of any nature whatsoever, including without limitation attorneys fees, expert witness fees, and costs of investigation, litigation, or dispute resolution, relating to or arising out of any breach of this Agreement by Business Associate, its employees, officers, agents, or sub-contractors.
Defense and Indemnification. Contractor agrees to defend, indemnify and hold harmless BUSD, its Board, trustees, officers, agents, employees and volunteers from all claims, including active and passive claims, losses, costs, attorney fees and expenses arising out of any liability or claim of liability for personal injury, bodily injury to persons or death, contractual liability and damage to property sustained or claimed to have been sustained arising out of activities of the Contractor or its sub-Contractors, and any other person, firm or corporation furnishing or supplying services, materials or supplies in conjunction with the services of the Contractor, whether authorized by this MOU or not. Contractor further agrees to waive all rights of subrogation against BUSD. The provisions of this article do not apply to any damage or losses caused solely by the negligence or willful misconduct of BUSD or any of its agents or employees.
Defense and Indemnification. The Company agrees to defend and to indemnify and hold Consultant harmless from, any liability, claim, judgment, damage or any similar obligation relating to a claim or suit by a third party against the Consultant, either arising from this Agreement or any Company's products or services which resulted from the Consultant’s performance of services under this Agreement.
Defense and Indemnification. The Board agrees to provide the Superintendent with legal counsel selected and paid for by the Board, and to defend, indemnify, and hold the Superintendent harmless for all claims, demands and judgments arising out of the performance of his duties as Superintendent, to the fullest extent permitted by law.
Defense and Indemnification. 14.1. The Contractor hereby agrees to defend, indemnify, reimburse and hold harmless City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of the Contractor or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City.
14.2. The Contractor’s duty to defend and indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Xxxxxxxx has filed suit on the Claim. The Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages.
14.3. Contractor will defend any and all Claims which may be brought or threatened against City and will pay on behalf of City any expenses incurred by reason of such Claims including, but not limited to, court costs and attorney fees incurred in defending and investigating such Claims or seeking to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to any other legal remedies available to City and shall not be considered City’s exclusive remedy.
14.4. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. The Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the City’s protection.
14.5. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.
Defense and Indemnification. A. To the fullest extent permitted by law, Provider agrees to protect, reimburse, indemnify, and hold harmless City, its appointed and elected officials, agents and employees against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of City. This indemnity shall be interpreted in the broadest possible manner to indemnify City for any acts or omissions of Provider or its subcontractors either passive or active, irrespective of fault, including City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of City.
B. Provider’s duty to indemnify City shall arise at the time written notice of the Claim is first provided to City regardless of whether Claimant has filed suit on the Claim. Provider’s duty to indemnify City shall arise even if City is the only party sued by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole cause of claimant’s damages.
C. In addition to the duty to indemnify and hold harmless, Provider will have the duty to defend City, its agents, employees, and officers from all liabilities, claims, expenses, losses, costs, fines, and damages (including but not limited to attorney’s fees and court costs) and causes of action of every kind and character. The duty to defend under this paragraph is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Provider, City, and any indemnified party. The duty to defend arises immediately upon written presentation of a Claim to Provider.
D. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit the liability of the Provider under the terms of this indemnification obligation. The Provider shall obtain, at its own expense, any additional insurance that it deems necessary for City’s protection.
E. This defense and indemnification obligation shall survive the expiration or termination of this Agreement.
Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY MBUSA MBUSA agrees to assume the defense of Retailer and to indemnify and hold Retailer harmless in any lawsuit naming Retailer as a defendant and involving any Mercedes-Benz Light Truck Product when the lawsuit also involves allegations of:
1. Bodily injury or property damage arising out of an occurrence allegedly caused solely by a defect or failure to warn of a defect in design, manufacture or assembly of a Mercedes-Benz Light Truck Product, provided that the defect could not reasonably have been discovered by Retailer during the pre-delivery inspections and service of the Mercedes-Benz Light Truck Product or otherwise;
2. Any misrepresentation or misleading statement or unfair or deceptive trade practice of MBUSA; or
3. Any substantial damage to a Mercedes-Benz Light Truck Product purchased by Retailer from MBUSA that was repaired by MBUSA and where Retailer had not been notified of such damage in writing prior to the delivery of the subject light truck, part or accessory to a retail client; and
4. That Retailer delivers to MBUSA, in a manner to be designated by MBUSA, within twenty (20) days of the service of any summons or complaint, copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below);
5. That the complaint does not involve allegations of Retailer misconduct, including but not limited to, improper or unsatisfactory service or repair, misrepresentation, or any claim of Retailer's unfair or deceptive trade practice;
6. That the Mercedes-Benz Light Truck Product which is the subject of the lawsuit was not altered by or for Retailer;
7. That Retailer agrees to cooperate fully in the defense of such action as MBUSA may reasonably require; and
8. That Retailer agrees that MBUSA may offset any recovery on Retailer's behalf against any indemnification that may be required hereunder.
B. DEFENSE AND INDEMNIFICATION BY RETAILER Retailer agrees to assume the defense of MBUSA or MBUSI and to indemnify and hold them harmless in any lawsuit naming MBUSA or MBUSI as a defendant when the lawsuit involves allegations of:
1. Retailer's failure to comply, in whole or in part, with any obligation assumed by Retailer under this Agreement;
2. Retailer's negligent or improper inspection, preparation, repair or servicing of a new or used Mercedes-Benz Light Truck Product, or such other motor vehicles or equipment as may be sold or serviced by Retailer;
3. Reta...
