Hold Harmless and Defend Sample Clauses

Hold Harmless and Defend. Grantee hereby covenants and agrees, to the extent permitted by law, to defend and hold Grantor (which, for the purposes of this Paragraph, shall include the officers, directors, partners, trustees, beneficiaries, members, managers, employees, agents, tenants, or contractors of Grantor), harmless from and against any and all loss, claim, damage, cause of action, penalty, fine, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses, suffered by any such indemnified Party either (i) arising out of or relating to the discharge of drainage from any portion of the Grantee’s Land into the AY Project Drainage System, regardless of whether such discharge is then in compliance with applicable Legal Requirements, or (ii) arising out of or relating to the breach of any provision of this Agreement by, or the negligent or intentional act or omission of, Grantee or any of its employees, agents, or contractors, or (iii) arising out of the failure of Grantee to comply with all Permits and Legal Requirements in connection with the exercise of its rights or obligations hereunder, or (iv) arising out of or relating to the discharge or release of “Hazardous Substances” from Grantee’s Land into
Sample 1
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Hold Harmless and Defend. Xxxxx agrees to hold harmless and defend Management Company and its agents against any third-party complaints. • Indemnity. Xxxxx agrees to indemnify Mgt. Co. for the reasonable cost to defend and any payments made to settle any third-party claims, including those made by members of the Guest’s party and invitees and licensees of the Guest on the Property.
Sample 1
Hold Harmless and Defend. The Permittee agrees to indemnify, hold harmless and defend the City, its elected and appointed officers, employees and agents from and against any and all liabilities, claims, demands, or causes of action of any manner or kind arising out of or resulting from, the negligent acts or omissions of the Permittee, including but not limited to the Permittee’s use, operation, installation, maintenance, placement or removal of devices, or by the negligent acts or omissions of the employees, agents, contractors or subcontractors of the Permittee in connection with the devices . The City does not require device users over the age of 15 to wear helmets. If the Permittee requires helmets, all liability for their customers' failure to comply with this requirement is assumed by the Permittee. Permittee’s obligations under this section are relieved to the extent any claims arise out of or result from the negligent acts, omissions, breaches of law or contract, by the City.
Sample 1
Hold Harmless and Defend. (a) The Town hereby covenants and agrees, to the extent permitted by law, to defend and hold the AY Parties (which, for the purposes of this Paragraph, shall include the officers, directors, partners, trustees, beneficiaries, members, managers, employees, agents, tenants, or contractors of the AY Parties), harmless from and against any and all loss, claim, damage, cause of action, penalty, fine, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses, suffered by any such indemnified Party arising out of or relating to either (i) the exercise by the indemnifying Party of the rights and easements hereby created, or (ii) the breach of any provision of this Agreement by, or the negligent or intentional act or omission of, the indemnifying party, or (iii) the failure of the indemnifying party to comply with all Permits and Legal Requirements in connection with the exercise of its rights or obligations hereunder, or (iv) the discharge or release of “Hazardous Substances” by the indemnifying party on the land of the other Party. For the purposes of this Paragraph 6(a), the term “the indemnifying Party” shall mean the Town, its employees, agents and contractors. (b) AY Holding and BP Watertown Retail hereby jointly covenant and agree to defend and hold the Town (which, for the purposes of this Paragraph, shall include the Town’s employees, agents and contractors), harmless from and against any and all loss, claim, damage, cause of action, penalty, fine, cost or expense, including, without limitation, reasonable attorneys’ fees and expenses, suffered by any such indemnified party arising out of or relating to either (i) the exercise by the indemnifying party of the rights and easements hereby created, or (ii) the breach of any provision of this Agreement by, or the negligent or intentional act or omission of, the indemnifying party, or (iii) the failure of the indemnifying party to comply with all Permits and Legal Requirements in connection with the exercise of its rights or obligations hereunder, or (iv) the discharge or release of “Hazardous Substances” by the indemnifying party on the land of the other Party. For the purposes of this Paragraph 6(b), the term “the indemnifying Party” shall mean AY Holding and BP Watertown Retail, and their respective employees, agents and contractors. (c) As used in this Agreement, (a) the term “Hazardous Substances” shall mean, collectively, any and all chemicals, substances, wastes, materials, ...
Sample 1

Related to Hold Harmless and Defend

  • Hold Harmless Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

  • TO HOLD HARMLESS AND INDEMNIFY THE RELEASEES from any and all liability for any damage to property of or personal injury to any third party, resulting from my use of the Equipment;

  • Hold Harmless and Indemnity Consultant shall fully and promptly undertake its obligations as set forth below:

  • Hold Harmless Clause CSEA shall indemnify, defend, and hold the District harmless from any and all claims, demands, suits, or any other action arising out of the check-off and organizational security provisions contained herein. It is the expressed intent of the parties that any dispute or claim by a Unit Member arising under the provisions of this Article shall be specifically excluded from the grievance procedures in Article 22 of this Agreement.

  • HOLD HARMLESS AND INDEMNIFICATION To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District. a) THE PARTIES UNDERSTAND AND AGREE THAT ARTICLE VIII, PARAGRAPH 1 OF THIS AGREEMENT SHALL BE THE SOLE INDEMNITY, AS DEFINED BY CALIFORNIA CIVIL CODE § 2772, GOVERNING THIS AGREEMENT. ANY OTHER INDEMNITY THAT MAY BE ATTACHED TO THIS AGREEMENT AS AN EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE PARTIES. b) ANY ATTEMPT TO LIMIT THE CONTRACTOR’S LIABILITY TO THE DISTRICT IN AN ATTACHED EXHIBIT SHALL BE VOID AND UNENFORCEABLE BETWEEN THE DISTRICT AND THE CONTRACTOR.

  • Indemnity/Hold Harmless The Union agrees to indemnify and hold the District harmless against any and all liabilities (including reasonable and necessary costs of litigation) arising from any and all claims, demands, suits, or other actions relating to the District's compliance or attempted compliance with either this Article or the requests of the Union pursuant to this Article, or relating to the conduct of the Union in administering this Article. The Union shall have the right to determine and decide all matters relating to settlement and conduct of litigation with respect to this Article. In no case shall District funds be involved in any remedy relating to this Article. Any underpayments to the Union resulting from the District's failure to make a required deduction shall be remedied by additional deductions from the affected employee(s). Any overpayments to the Union resulting from excessive deductions shall be remedied either by refund from the Union to the affected employee(s) or by a credit against future payments by the affected employee(s).

  • Indemnification/Hold Harmless As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. XXXXXXXXXX also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

  • Indemnify and Hold Harmless The Trust shall be the policy holder of any insurance plan or health care coverage plan offered by and through the Trust. As the policy holder, the Trust shall indemnify and hold harmless from liability the Employer from any claims by beneficiaries, health care providers, vendors, insurance carriers or home care workers covered under this Agreement.

  • ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

  • HOLD HARMLESS AGREEMENT Concessionaire hereby waives all claims and recourse against the State, including the right to contribution for loss or damage to persons or property arising from, growing out of, or in any way connected with or incident to this Contract, except claims arising from, and to the extent of, the sole gross negligence or willful misconduct of the State, its officers, agents, or employees. Concessionaire shall protect, indemnify, hold harmless, and defend State, its officers, agents, and employees against any and all claims, demands, damages, costs, expenses, attorney fees, expert costs and fees, or liability costs arising out of the development, construction, operation, or maintenance of the Premises property described herein and compliance with all laws, including but not limited to the Americans With Disabilities Act of 1990 as provided for herein, except for liability arising out of, and to the extent of, the sole gross negligence or willful misconduct of State, its officers, agents, or employees or other wrongful acts for which the State is found liable by a court of competent jurisdiction.

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