HOLD HARMLESS AND INDEMNIFICATION PROVISION Sample Clauses

HOLD HARMLESS AND INDEMNIFICATION PROVISION. CITY agrees to indemnify and hold the State of South Dakota, its officers, agents and employees, harmless from and against any and all actions, suites, damages, liability or other proceedings that may arise as the result of performing services hereunder. This section does not require the CITY to be responsible for or defend against claims or damages arising from errors or omissions of the State, its officers, agents or employees.
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HOLD HARMLESS AND INDEMNIFICATION PROVISION. District agrees to defend, indemnify, and hold harmless the Contractor of any and all claims, causes of action, liabilities, judgments, costs, and expenses (including, without limitation, reasonable attorney's fees, time spent testifying utilizing Xx. XxXxxxxxxxx’ rate for court procedures) arising out of the acts or omissions of District- prior to this Agreement and the implementation of the Contractor’s recommendations - and of its officers, employees, agents, and anyone else under the control of the District in performing the work under this Agreement. Xx. XxXxxxxxxxx’ right to indemnity under this section shall extend to its costs and expenses incurred in the enforcement of the promises made under this section. The promises made under this section shall survive the termination of this Agreement. The Contractor further agrees that it shall defend, indemnify and hold harmless the District its officers, directors, agents and employees for all loss, costs, damages and expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with a terminated, pending or completed action, suit or proceeding arising from any act, error or omission, misstatement, misleading statement, neglect or breach of duties by the Contractor or any of its officers, directors, agents or employees taken or made with respect to this Agreement.
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HOLD HARMLESS AND INDEMNIFICATION PROVISION. District agrees to defend, indemnify, and hold harmless the Contractor of any and all claims, causes of action, liabilities, judgments, costs, and expenses (including, without limitation, reasonable attorney's fees, time spent testifying utilizing Little Stars Consulting, LLC rate for court procedures) arising out of the acts or omissions of District- prior to this Agreement and the implementation of the Contractor’s recommendations - and of its officers, employees, agents, and anyone else under the control of the District in performing the work under this Agreement. Little Stars Consulting, LLC right to indemnity under this section shall extend to its costs and expenses incurred in the enforcement of the promises made under this section. The promises made under this section shall survive the termination of this Agreement. The Contractor further agrees that it shall defend, indemnify and hold harmless the District its officers, directors, agents and employees for all loss, costs, damages and expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with a terminated, pending or completed action, suit or proceeding arising from any act, error or omission, misstatement, misleading statement, neglect or breach of duties by the Contractor or any of its officers, directors, agents or employees taken or made with respect to this Agreement.
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HOLD HARMLESS AND INDEMNIFICATION PROVISION. In further consideration of the mutual promises contained in this Easement Fence & Gate Agreement, the sufficiency of which is acknowledged by the City and Owner, the Owner agrees: On behalf of itself, its heirs, personal representatives, grantees, assigns and successor(s) in interest, that the Owner, its heirs, personal representatives, grantees, assigns and successor(s) in interest shall hold harmless and indemnify the City of Greenacres, Florida, any other public entity, any utility company or its independent contractor, and any of their officers, employees and agents (the “Indemnified Parties”) from any and all liability, claims, causes of action, suits in equity or otherwise, damages and expenses, including attorney’s fees and litigation costs at all trial and appellate levels, which arise out of or result from the installation, construction, removal or alteration of the Improvement in, on, across or adjacent to the Easement and any public right-of-way and this Easement Fence & Gate Agreement. The Owner acknowledges the specific consideration set forth herein has been given for this hold harmless and indemnification provision and the same should be broadly construed under the laws of the State of Florida for the benefit of the Indemnified Parties.
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HOLD HARMLESS AND INDEMNIFICATION PROVISION. To the fullest extent permitted by law, the Contractor agrees to indemnify and hold harmless the City of Portsmouth, and to protect and defend it and its officers, employees and agents from and against all claims and suits arising from acts of omission or commission of the Contractor’s employees, agents or subcontractors, whether for alleged tort or breach of contract, made by any party, including but not limited to its employees, subcontractors, material men, workmen, consumers, invitees, guests, and agents or employees of the City, in the negligent performance of the Contractor’s work. To the fullest extent permitted by law, the Contractor shall indemnify the City, and each of them and their officers, employees and agents, from and against any and all claims, losses or expenses, including but not limited to attorney’s fees, which either or both of them may suffer, pay or incur as a result of claims or suits due to, arising out of or in connection with the Contractor’s or Contractor’s subcontractors negligent performance under this agreement. The Contractor shall, upon written demand by the City, insure and defend at the Contractor’s sole expense any and all suits or claims arising from this Agreement.
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Related to HOLD HARMLESS AND INDEMNIFICATION PROVISION

  • 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.

  • HOLD HARMLESS AND INDEMNIFICATION AGREEMENT The CONTRACTOR hereby agrees to protect, defend, indemnify, and hold PLACER COUNTY free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by PLACER COUNTY arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of the COUNTY) and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the contract or agreement. CONTRACTOR agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONTRACTOR. CONTRACTOR also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against CONTRACTOR or the COUNTY or to enlarge in any way the CONTRACTOR'S liability but is intended solely to provide for indemnification of PLACER COUNTY from liability for damages or injuries to third persons or property arising from CONTRACTOR'S performance pursuant to this contract or agreement. As used above, the term PLACER COUNTY means Placer County or its officers, agents, employees, and volunteers.

  • Hold Harmless and Indemnity Contractor shall defend, indemnify and hold harmless District, Architect, Construction Manager, Inspector, the State of California and their officers, employees, agents and independent contractors from all liabilities, claims, actions, liens, judgments, demands, damages, losses, costs or expenses of any kind arising from death, personal injury, property damage or other cause based or asserted upon any act, omission, or breach connected with or arising from the progress of Work or performance of service under this Agreement or the Contract Documents. As part of this indemnity, Contractor shall protect and defend, at its own expense, District, Architect, Inspector, the State of California and their officers, employees, agents and independent contractors from any legal action including attorney’s fees or other proceeding based upon such act, omission, breach or as otherwise required by this Article. Furthermore, Contractor agrees to and does hereby defend, indemnify and hold harmless District, Architect, Inspector, the State of California and their officers, employees, agents and independent contractors from every claim or demand made, and every liability, loss, damage, expense or attorney’s fees of any nature whatsoever, which may be incurred by reason of:

  • HOLD HARMLESS/INDEMNIFICATION Contractor agrees to protect, defend, and save State, its elected and appointed officials, agents, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of Contractor's employees or third parties on account of bodily or personal injuries, death, or damage to property arising out of services performed or omissions of services or in any way resulting from the acts or omissions of Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of State, under this Contract.

  • Indemnification/Hold Harmless The Exhibitor who signs this contract and each person associated therewith (i.e. employees, spouses, guests, survivors, heirs, executors and representatives) herein agrees to indemnify, defend, hold harmless, and to release and forever discharge from any and all known and unknown damages, injuries, death, loss, liabilities, claims, costs, penalties, demands, actions, causes of action, judgments, and liabilities of every kind and description (including court costs and attorney’s fees), occasioned by, resulting from, and/or related to conduct, actions, and/or omissions of anyone connected with this event, including: Xxxx Xxxx Xxxxxxxxxxx, Inc. d.b.a. Rod Shows, Fairplex, all other Exhibitors/Vendors at the event; and each of their respective owners, shareholders, officers, their directors, employees, agents, staff, volunteers, independent contractors, representatives and servants. Exhibitor covenants and agrees that in case Rod Shows shall be made party to any litigation commenced by or against exhibitor or relating to this agreement or to the booth space hereunder, then exhibitor shall and will pay all costs and expenses, including reasonable attorney fees and court costs, incurred by or imposed upon Rod Shows by virtue of any such litigation. SECURITY & PROPERTY DAMAGE Rod Shows will provide limited facility security and will exercise reasonable precaution for the protection of the exhibitors property. Rod Shows assumes no responsibility for loss or damage incurred during the rental period, or for any loss of items left onsite overnight. Neither Rod Shows or the vendor/exhibitor shall be responsible for any loss or damage to property of other party hereto including, but not limited to loss or damage occasioned by theft, fire, smoke, acts of God, public enemy, riot, civil commotion or other insurable hereto with respect to any loss or damage. It shall be the responsibility of Rod Shows and the Vendor/Exhibitor, respectively, to secure their own property insurance or otherwise protect themselves and their property against any such loss or damage. UNAVAILABILITY OF BOOTH SPACE

  • Indemnification and Save Harmless Provision The Association agrees to indemnify and hold the Board harmless against any liability which may arise by reason of any action taken by the Board in complying with the provisions of this Article.

  • 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;

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • INDEMNIFICATION AND HOLD HARMLESS AGREEMENT With respect to any liability, including but not limited to claims asserted or costs, losses, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising out of any services performed under this Agreement, the Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, and employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. The Consultant's duty to defend, indemnify, protect and hold harmless shall not include any claims or liabilities arising from the active or sole negligence or sole willful misconduct of the City, its agents, officers or employees.

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