Defense & Indemnification a. The SCHOOL agrees to defend, indemnify and hold harmless the DISTRICT, its officers, directors, agents, or employees against all claims, demands, actions, lawsuits, costs, damages and expenses, including attorneys’ fees, judgments, fines and amounts arising from any willful act, omission, error, recklessness or negligence of the SCHOOL, its officers, directors, agents or employees in connection with the performance of services pursuant to this Agreement. The obligations pursuant to this provision shall survive the termination of this Agreement.
Defense & Indemnification a. Neptune Aquatic Center agrees to defend and indemnify and hold harmless the BOE, its affiliates, officers, agents, servants and employees from and against any and all claims and liabilities (including reasonable attorney's fees and expenses, including expert fees, incurred in the defense thereof) relating to personal injury or property damage or any other claim arising out of the acts or omissions, including negligence or malpractice, of the Neptune Aquatic Center, or of any of its officers, directors, employees, agents, servants or independent contractors in connections with their responsibilities under this Agreement. The Neptune Aquatic Center’s liability under this agreement shall continue after the termination of this agreement with respect to any liability, loss, expense or damage resulting from acts occurring prior to termination.
Defense & Indemnification. A. The Contractor hereby agrees to defend, indemnify, reimburse and hold harmless the 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 the City for any acts or omissions of the Contractor or its subcontractors either passive or active, irrespective of fault, including the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City.
Defense & Indemnification a. CONSULTANT agrees to defend, indemnify and hold harmless the DISTRICT, its officers, directors, agents, or employees against all claims, demands, actions, lawsuits, costs, damages and expenses, including attorneys’ fees, judgments, fines and amounts arising from any willful act, omission, error, recklessness or negligence of the CONSULTANT, its officers, directors, agents or employees in connection with the performance of services pursuant to this Agreement. The obligations pursuant to this provision shall survive the termination of this Agreement.
Defense & Indemnification. A. The Contractor hereby agrees to defend, indemnify, and hold harmless the 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 and until such Claims have been specifically determined by the trier of fact to be due to 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 sub-Contractors or subcontractors either passive or active, irrespective of fault, including the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City.
Defense & Indemnification. 13.1 We will defend You and Your employees and trustees (hereinafter and for purposes of this Section, collectively referred to as “You”) against any claim, demand, suit or proceeding made or brought against You by a third-party alleging that the Cloud Services infringe or misappropriate such third-party’s intellectual property rights (a “Claim Against You”), and will indemnify and hold harmless You from any damages, attorney fees and costs ultimately awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You.
Defense & Indemnification. The City shall provide legal defense and indemnification in accordance with City Code Section 2- 57.
Defense & Indemnification. X. Xxxxxx, at its sole cost and expense, shall defend Xxxxxx and the state of Montana, their employees, officers, officials, agents, and volunteers (collectively, Indemnitees) from and against all claims, allegations, lawsuits, or any other action (Claim or Claims) relating to personal injury, death, damage to property, financial loss or other obligation arising or allegedly arising out of or in connection with Xxxxxx’s duties under this lease.
Defense & Indemnification. (a) The Redeveloper agrees to indemnify and hold the City and its agents, employees and/or representatives harmless against any litigation filed against the City and its agents, employees and/or representatives challenging any aspect of the Agreement, the Project or (subject to paragraph (h) below) the Additional Improvements, including but not limited to, the validity of the Project or of any governmental action taken by the City to effectuate the Project, including but not limited to the City’s entry into this Agreement, the City’s transfer of the NJDOT Parcels and any Third-Party Property to the Redeveloper thereunder, and the City’s provision to the Redeveloper of any financial incentives; provided, that the Redeveloper’s obligation to indemnify and hold harmless shall not apply to any claim or suit by a third party arising from the gross negligence or intentional wrongful acts of the City or any of its directors, officers, agents, servants or employees. If such litigation is filed, the City shall retain control over the defense of such litigation and shall, following consultation with the Redeveloper, appoint counsel of its choice to defend the City in such litigation. The Redeveloper shall reimburse the City for the City’s reasonable costs in defending such litigation through the escrow established under, and in the manner set forth within, Section 2.1(9) of this Agreement and shall indemnify and hold the City harmless against any monetary judgment entered against the City in such litigation. The City shall promptly inform the Redeveloper of the filing of any litigation challenging the validity of the Project or of any governmental action taken by the City to effectuate the Project and shall have a continuing obligation to keep the Redeveloper apprised of the status of such litigation until the litigation is concluded.
Defense & Indemnification. If Inovonics, its Affiliates, or any of their respective employees, agents, or suppliers (“Indemnitees”) are faced with a legal claim by a third party (including without limitation your employees, customers, contractors, or end users) arising out of your actual or alleged negligence, willful misconduct, violation of law, or failure to meet the confidentiality, security, or Authorized Use obligations under this Agreement, you agree to defend the claim at your sole expense (including attorneys’ fees and costs) and to pay any damages, fines, penalties, interest, or other amounts that are awarded against the Indemnitees or that you agree to pay in settlement of the claim; provided, that any settlement or compromise that may adversely affect Inovonics (such as but not limited to any admission of liability, payment of money, or requirement to take or refrain from taking any action) requires our prior written consent, which we agree will not be unreasonably withheld. Your obligations under this Section include claims arising out of the acts or omissions of your employees, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. In the event of a conflict of interest or other
