Defense, Indemnification, and Hold Harmless. The Contractor shall defend, indemnify, and hold harmless the City, its officers, officials, employees, and volunteers from any and all claims, injuries, damages, losses, or suits, including attorney fees, arising out of or in connection with the performance of this Contract, except for injuries and damages caused by the sole negligence of the City.
Defense, Indemnification, and Hold Harmless. OWNER (IN THE EVENT OF AN ASSIGNMENT PURSUANT TO SECTION 8.5 BELOW “OWNER” FOR PURPOSES OF THIS SECTION 6.2 SHALL MEAN SUCH ASSIGNEE) HEREBY COVENANTS AND AGREES, TO THE EXTENT PERMITTED BY CHAPTER 151 OF THE TEXAS INSURANCE CODE, AND NO FURTHER, TO DEFEND, INDEMNIFY, AND HOLD HARMLESS CITY, AND ITS PAST, PRESENT, AND FUTURE OFFICIALS, OFFICERS, REPRESENTATIVES, EMPLOYEES, AND OTHER AGENTS (IN THIS SECTION, COLLECTIVELY THE “CITY”) AGAINST AND FROM (AND WILL PAY TO CITY OR THE CLAIMANT, AS APPLICABLE, THE AMOUNT OF SUCH DAMAGES TO THE EXTENT THAT PAYMENT OBLIGATIONS UNDER THIS INDEMNITY ARISE) ALL ACTIONS, DAMAGES, CLAIMS, LOSSES, OR EXPENSE OF ANY TYPE (COLLECTIVELY, “DAMAGES”), ARISING FROM (i) THE BREACH OF ANY PROVISION OF THIS AGREEMENT BY OWNER OR (ii) ANY THIRD PARTY CLAIMS RELATING TO ANY PUBLIC IMPROVEMENT CONSTRUCTED BY OWNER ACQUIRED UNDER THIS AGREEMENT, INCLUDING ANY CLAIM RELATING TO THE SOLE NEGLIGENCE OF CITY OR RESULTING FROM ANY INJURY TO ANY PERSON OR DAMAGE TO PROPERTY RESULTING FROM THE ACTS OR OMISSIONS OF OWNER, ITS CONTRACTOR OR SUBCONTRACTORS, IN OWNER’S CONSTRUCTION OF THE OFFSITE ROADS FOR THE PROJECT. OWNER WILL DEFEND CITY AGAINST ALL SUCH CLAIMS OTHER THAN THOSE CLAIMS RELATING TO CITY’S SOLE NEGLIGENCE AND CITY WILL REASONABLY COOPERATE AND ASSIST IN PROVIDING SUCH DEFENSE. CITY SHALL HAVE THE RIGHT TO REASONABLY APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY OWNER IN FULFILLING ITS OBLIGATIONS HEREUNDER SUBJECT TO THE TERMS AND CONDITIONS OF ANY INSURANCE POLICY APPLICABLE TO SUCH CLAIM AND THE INSURER’S RIGHT TO RETAIN COUNSEL ON BEHALF OF ANY INSURED OR ADDITIONAL INSURED. CITY RESERVES THE RIGHT, BUT IS NOT REQUIRED, TO PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE AT ITS OWN EXPENSE. OWNER SHALL RETAIN DEFENSE COUNSEL WITHIN 10 BUSINESS DAYS OF WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHTS TO DEFENSE AND INDEMNIFICATION, AND IF OWNER DOES NOT DO SO, CITY MAY RETAIN ITS OWN DEFENSE COUNSEL IF REASONABLY NECESSARY AND OWNER WILL BE LIABLE FOR ALL REASONABLE COSTS AND EXPENSES OF SUCH COUNSEL INCURRED UNTIL OWNER HAS RETAINED DEFENSE COUNSEL. THIS SECTION SURVIVES THE TERMINATION OF THIS AGREEMENT INDEFINITELY WITH RESPECT TO MATTERS OCCURRING PRIOR TO CITY’S ACCEPTANCE OF THE OFFSITE ROAD, SUBJECT TO APPROPRIATE STATUTES OF LIMITATIONS, AS THEY MAY BE TOLLED OR EXTENDED BY AGREEMENT OR OPERATION OF LAW. OWNER WILL NOT SETTLE ANY CLAIM IF SUCH SETTLEMENT PROVIDES FOR INJUNCTIVE OR DECLATORY RELIEF AGAINST CITY WITHOUT ...
Defense, Indemnification, and Hold Harmless. The Union agrees to defend, indemnify and hold the City harmless against any and all actions, claims, proceedings, suits, orders and judgments (“Claims”) brought or issued against the City or its agents arising out of any action or inaction by the City relating in any way to the MERP, other than claims brought by the Union to enforce the obligations to make contributions as set forth above. This defense, indemnification, and hold harmless provision applies to all such Claims brought by, without limitation, any individual, business, organization, governmental unit, or other entity.
Defense, Indemnification, and Hold Harmless. Advertiser agrees to indemnify, defend and hold harmless the City from and against any and all claims, damages, losses, expenses or liabilities, including, but not limited to, reasonable attorneys’ fees, arising out of or resulting from any patent, copyright and other infringement claim by any third party in connection with any Order issued pursuant to this Mas- ter Agreement. This section survives the termination of this Master Agreement.
Defense, Indemnification, and Hold Harmless. Member agrees to defend, indemnify, and hold harmless ETI and its directors, officers, employees, volunteers, agents, and other representatives and contractors (collectively “Indemnified Parties”) against all claims, demands, actions, causes of action, losses, damages, costs, and expenses of any kind (including, without limitation, legal fees and costs), directly or indirectly resulting from, arising out of, or in any way related to Member's ETI membership or this Agreement.
Defense, Indemnification, and Hold Harmless. As a condition of PM’s willingness to perform the services provided for in the engagement letter, Client agrees to defend, indemnify and hold PM and the PM Persons harmless against any claims by third parties for losses, claims, damages, or liabilities, to which PM or the PM Persons may become subject in connection with or related to the services performed in the engagement, unless a court having jurisdiction shall have determined in a final judgment that such loss, claim, damage, or liability resulted primarily from the willful misconduct or gross negligence of PM, or one of the PM Persons. This defense, indemnity and hold harmless obligation includes the obligation to reimburse PM and/or the PM Persons for any legal or other expenses incurred by PM or the PM Persons, as incurred, in connection with investigating or defending any such losses, claims, damages, or liabilities
Defense, Indemnification, and Hold Harmless. Developer shall protect, indemnify, hold harmless and defend, in any actions of law or in equity, City, its officers, employees, agents, and elective and appointive boards, from any and all claims, losses, damage, including property damage, personal injury, including death, and liability of every kind, nature and description, including attorney’s fees and costs, directly or indirectly arising out of or in any way connected with performance under this Agreement by Developer, Developer’s agents, consultants, contractor, or of any person directly or indirectly employed by, or acting as agent for Developer, or Developer’s contractor or subcontractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. This indemnification shall extend to claims, losses, damage, injury and liability for injuries occurring before or after completion of the constructed improvements and shall apply regardless of whether or not the City accepted the Grading or Frontage Improvements. Acceptance of insurance certificates required under this Agreement does not relieve Developer from liability under this indemnity and hold harmless clause.
Defense, Indemnification, and Hold Harmless. BUYER agrees to defend, indemnify and hold harmless SELLER, its officers, directors, shareholders, employees, successors and assigns from and against any and all claims, liabilities, losses, or damages, including any attorney’s fees, as a result of any claim, suit, action, administrative proceeding, demand, judgment or settlement arising out of (a) BUYER’s breach of any of its obligations described under paragraphs 8-12 above; or (b) any allegation of a material or safety defect in the SELLER’S product(s) or a failure to warn of any dangers or risks associated with theuse of SELLER’S product(s) (including any allegation of conspiracy to so act), which may be brought by a third party or employee of BUYER receiving SELLER’S product(s) from BUYER. Further, XXXXX agrees to defend, indemnify and hold harmless SELLER, its officers, directors, shareholders, employees, successors and assigns, against claims for loss, damage, injury or death from any cause to a person or persons resulting from or during the use of SELLER’S product(s) sold hereunder, or the re-use of bags as described in paragraph 18 herein.
Defense, Indemnification, and Hold Harmless. Contractor shall indemnify, defend and hold harmless City, its City Council, members of its boards and commissions, officers, agents, employees and volunteers (collectively “City”) from and against any and all loss, damages, liability, claims, suits, judgments, taxes, costs and expenses, whatsoever, including reasonable attorney’s fees arising from or in any manner connected to: (i) the condition or use of materials or equipment provided by Contractor in the performance of the Services; (ii) the Services, activities or work conducted pursuant to this Agreement; or (iii) claims by any persons or entities providing services, materials, equipment or supplies in connection with Contractor’s obligations under this Agreement.
Defense, Indemnification, and Hold Harmless. Subject to prompt notice of the service of any suit or any claim, action, loss, or other damages provided by the Township Road District to the City Liaisons, the City shall defend, indemnify, and hold the Township Road District, and its elected officer, employees, and agents, harmless from claims of injuries, liabilities, causes of action, losses, and damages claimed by any person or entity alleged to have been caused by the negligent, willful or wanton, or intentional act or omission in the performance of Services hereunder on the part of the City or its contractors, subcontractors, engineers, consultants, employees, or agents unless such claims, liabilities, causes of action, losses, or damages were caused by the negligent, willful or wanton, or intentional conduct of Township Road District or its elected officer, employees, representatives, or contractors. Nothing contained herein shall be construed as a limitation or waiver of defenses available to the City and its agents, including, but not limited to the Illinois Local Government and Local Governmental Employees Tort Immunity Act.
