GENERAL INDEMNITY/LIABILITY Sample Clauses
The General Indemnity/Liability clause establishes that one party agrees to compensate the other for losses, damages, or claims arising from specific actions or omissions. Typically, this clause applies to situations where a party's negligence, misconduct, or breach of contract causes harm to the other party or third parties. For example, if a contractor's actions result in property damage or injury, the contractor may be required to cover the resulting costs. The core function of this clause is to allocate risk and financial responsibility, ensuring that the party responsible for causing harm bears the associated costs, thereby protecting the other party from unforeseen liabilities.
GENERAL INDEMNITY/LIABILITY. A. The Members acknowledge and agree that the terms and conditions of this Section 10.17 shall not limit or vitiate in any manner whatsoever, the indemnification obligations of the Members and/or their Affiliates under the Indemnification Agreement.
B. Each Member hereby covenants and agrees to indemnify and hold harmless the Company, the other Members and their Affiliates from and against any and all expenses (including reasonable attorneys' fees), losses, damages, liabilities, charges and claims of any kind or nature whatsoever (collectively "INDEMNIFIED LOSSES") arising out of or resulting from any fraudulent act, negligence, willful misconduct or breach or default of the covenants and provisions of this Agreement, by such Member.
C. If any third party shall notify any party hereto, or such party's Affiliate (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim for indemnification against any other party hereto (the "INDEMNIFYING PARTY") under this Section 10.17, then the Indemnified Party shall promptly (and in any event within five (5) Business Days after receiving notice of the Third Party Claim) notify each Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that the failure to so notify the Indemnifying Party shall not affect the rights to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure.
D. Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; PROVIDED, HOWEVER, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party; PROVIDED, FURTHER, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless and until the Indemnifying Party obtains for the benefit of the Indemnified Party, as part of such judgment or settlement, a complete and absolute release of any liabilities from the third party making such Third Party Claim.
E. Unless and ...