District Indemnity. The District shall indemnify, defend and hold harmless the Agencies and each of them and their officers, directors, agents, and employees from and against all suits, actions, legal or administrative proceedings, claims, demands, damages, consequential damages, liabilities, and expenses, such as but not limited to constitutional or property rights claims, arising out of or related to the District’s willful misconduct or the negligent acts, errors or omissions of the District in the performance of this Agreement.
District Indemnity. To the fullest extent permitted by applicable law, District shall defend, indemnify and hold harmless Customer, its officers, directors, employees and agents, and each and every one of them, from and against any and all actions, liability, damages, claims, suits, proceedings, judgments, settlements, losses and expenses (including reasonable legal fees and expenses of attorneys chosen to represent Customer), including expenses of every type and description to which it may be subjected or put to arising out of or related to: any breach or alleged breach of any representation, warranty, covenant, promise or agreement of District contained in this Agreement. This indemnification shall not include any claim arising from the sole or active negligence or willful misconduct of Customer or any of its directors, officers, employees or agents.
District Indemnity. From and after the execution of this Agreement, District hereby agrees to indemnify, defend, protect, and hold harmless the Sellers (as a third party beneficiary) and any and all agents, employees, representatives, council members, board members, consultants, and officers of the Sellers, from and against all losses, liabilities, claims, damages (including foreseeable or unforeseeable consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out of pocket litigation costs and reasonable attorneys’ fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of or in connection with:
District Indemnity. The District shall indemnify, defend and hold harmless St. Xxxx and St. Xxxx’s employees, officers, agents and representatives from all claims, demands, losses, damages, actions, causes of actions and/or liabilities, including without limitation, attorneys’ fees, which arise out of or are related in any manner to the District’s negligent, grossly negligent or willful conduct. The District’s obligations hereunder shall survive expiration of the Term of this Agreement or the earlier termination hereof until barred by the applicable statute of limitations.
District Indemnity. In connection with the Exclusive Use of any Improvements by the District, as described above in Section 4.3, or any other exclusive use of any Improvements by District employees, officers, or agents, District agrees to defend and indemnify and hold harmless the YMCA and its officers, directors, agents and employees from and against any claims, liabilities, penalties, fines or damage arising out of the sole and exclusive negligent acts or omissions of District's officers, employees or agents; provided that no violation of any duty of care owed by the YMCA hereunder has contributed to the damage, injury or other incident for which relief is being sought. In the event that both parties are held jointly and severally liable for an act or negligence related to the District's Exclusive Use of the Premises and or the Improvements, and, if there is no determination as to the relative fault of each party, the District and the YMCA shall each bear their own costs of defense and shall cooperate to reach an agreement as to the appropriate sharing of liabilities, penalties, fines and/or damages arising from the claim.
District Indemnity. To the extent that the Construction Manager or the Subcontractors are not in violation of Subsection 2.1(L) below and to the extent sufficient appropriations are made pursuant to Section 14.18 below, the District shall indemnify, defend and hold harmless the Construction Manager, the Subcontractors, and the directors, officers, agents and employees of each (the “Construction Manager Indemnitees”), for, from and against any Environmental Damages asserted against or sustained by such parties as a result of any of the Construction Manager Indemnities being deemed or determined to be a generator, arranger, owner, operator, treater, xxxxxx, transporter or disposer of, or otherwise responsible for, any such Environmental Conditions.
District Indemnity. The District shall defend, indemnify and hold Tenant and the Tenant Parties harmless from and against any Claims to the extent arising out of (a) Pre-Existing Environmental Contamination, or (b) any Hazardous Materials brought onto the Premises during the term of this Lease by the District or any third party acting on behalf of the District. As used in this Section 16.6, Hazardous Materials shall be deemed to include Pre- Existing Environmental Contamination.
District Indemnity. District agrees it shall, in accordance with the provision of Section 895.4 of the Government Code of the State of California, indemnify, defend and hold harmless City, and its elected or appointed public officials, officers, employees, and attorneys, from and against any and all liability for damage, actual or alleged, to persons or property arising out of or resulting from any and all acts or omissions of District or any of its officers, officials, employees or agents in implementing the terms of this MOU.
District Indemnity. DISTRICT shall indemnify and defend AERIES SOFTWARE against all costs, including but not limited to reasonable attorney’s fees, and losses arising out of any action by a third party against AERIES SOFTWARE arising directly or indirectly out of or incidental to (i) the breach by DISTRICT of any of its obligations or covenants hereunder; (ii) the content, disclosure and distribution of any DISTRICT Data; or (iii) an alleged infringement of DISTRICT Data on a third party’s intellectual property right(s).
District Indemnity. Education Minnesota Non-Licensed Instructors will indemnify, defend and hold the District harmless against any claims made against and any suits instituted against the District, its officers or employees, by reason of the payroll deductions under this Article.
