I ndemnification. Until the Improvements are accepted by the City, the Developer shall be solely responsible for maintaining the premises upon which the Improvements are being constructed in a safe condition. The Developer agrees to indemnify and hold harmless the City and its officials, agents and employees and, if the Improvements include water and wastewater infrastructure, the ABCWUA, its employees, officers and agents, from any claims, actions, suits or other proceedings arising from or out of the acts or omissions of the Developer, its agents, representatives, contractors or subcontractors or arising from the failure of the Developer, its agents, representatives, contractors or subcontractors to perform any act or duty required of the Developer herein. The indemnification required hereunder shall not be limited as a result of the specifications of any applicable insurance coverage. Nothing herein is intended to impair any right or immunity under the laws of the State of New Mexico.
I ndemnification. A: By Seller: If notified promptly in writing of any action (and all prior related claims) brought against Buyer based on a claim that a Product infringes any valid United States patent, copyright or trade secret, Seller shall defend such action at Seller's expense and pay all costs and damages finally awarded in such action or settlement which are attributable to such claim. Seller shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Buyer shall cooperate fully with Seller in the defense, settlement or compromise of any such action. Notwithstanding anything to the contrary contained herein, Seller shall not have any liability to Buyer to the extent that any infringement or claim thereof is based upon (i) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (ii) compliance with Buyer's designs, specifications or instructions, (iii) use of the Product in an application or environment for which it was not designed or (iv) modifications of the Product by anyone other than Seller without Seller's prior written approval. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY WITH RESPECT TO INFRINGEMENT OR ALLEGED INFRINGEMENT BY THE PRODUCTS OF PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF THIRD PARTIES.
B: By Buyer: Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the extent arising from or in connection with (i) the negligence or willful misconduct of Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by Seller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; (v) modifications of a Product by anyone other than Seller without Seller's prior written approval; or (vi) any acts or omissions of Buyer with respe...
I ndemnification. The Contractor shall protect, indemnify and hold harmless NYSERDA and the State of New York from and against all liabilities, losses, claims, damages, judgments, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon or incurred by or asserted against NYSERDA or the State of New York resulting from, arising out of or relating to Contractor’s or its Subcontractors’ performance of this Agreement. The obligations of the Contractor under this Article shall survive any expiration or termination of this Agreement and shall not be limited by any enumeration herein of required insurance coverage.
I ndemnification. The Parties shall have the respective indemnification rights set forth in the Underlying Agreement.
I ndemnification. Buyer agrees to indemnify and hold Seller harmless from, or in connection with, any violation of the provisions of this Section by Buyer or its employees, consultants, agents, or customers.
I ndemnification. The Company, its successors and assigns, shall at all times save and hold harmless the City of Lawrence, Kansas, from all liability, costs, damages, and expenses of any kind, for the payment of which said City may become liable to any person, firm, or corporation by reason of any claim for damages arising from the failure of the Company, its employees, agents, or servants to exercise due care and diligence in the construction, installation, maintenance, and operation of its electric generation, transmission, distribution, and street lighting systems within the City or outside the City.
I ndemnification. Escrow Agent shall be responsible for performing its obligations under this Escrow Agreement and acting in a reasonable and prudent manner with regard to the matters contemplated herein. Provided Escrow Agent has acted in the manner stated in the preceding sentence, Depositor and Registrant each agree to indemnify, defend and hold harmless Escrow Agent from any and all Losses arising out of third party claims relating to this Escrow Agreement. Notwithstanding anything to the contrary contained herein, Escrow Agent shall not be entitled to indemnification or payment of Losses in connection with any matter if (i) it did not act in good faith and in a manner reasonably believed to be in the best interests of Depositor and Registrant or (ii) such Loss arises from Escrow Agent’s breach of this Escrow Agreement, negligence, gross negligence, willful or intentional misconduct, fraud, violation of applicable Law, actions taken outside the scope of this Escrow Agreement or failure to observe standards of performance of a reasonably prudent escrow agent under similar circumstances.
I ndemnification. In consideration of CSAC's promise to delegate to the Board of Directors the sole responsibility for selecting, directing and managing the Employee(s), the Entities agree to indemnify, defend and hold harmless CSAC, its officers, directors, Employees and agents from and against all claims, liability, losses, damages, judgments, demands, or expenses arising from or in connection with the Employee(s)' performance under the terms of this Agreement or with the employment of the Employee(s), except such claims which are shown to arise from the negligence or willful default of CSAC in the performance of its duties and obligations provided herein. CSAC's rights under this indemnification provision shall remain enforceable after the termination of this Agreement and for so long as CSAC may be subject to liability arising from or in connection with this Agreement. CSAC agrees to exonerate, indemnify, defend and hold harmless the Entities and each individual County, (including without limitation each County's officers, agents, Employees, volunteers, and elected and appointed officials, and those special districts and agencies which County’s Board of Supervisors acts as the governing Board), from and against all claims, liability, losses, damages, judgments, demands or expenses arising from or in connection with CSAC's performance under the terms of this Agreement.
I ndemnification. The School Board agrees to indemnify Boys&Girls Club upon notice for any liabilities caused by the School Board's or its employees' or agents' negligent or tortuous acts or omissions within the scope of their employment under this contract up to the limits of sovereign immunity set forth in Section 768.28, Florida Statutes. The School Board further agrees to defend the Boys&Girls Club and to hold it harmless, upon receipt of the Boys&Girls Club's notice of claim of indemnification to the School Board, against all claims, suits, judgments, damages, or liabilities, including court costs and attorney's fees incurred by Boys&Girls Club because of the negligent or tortuous acts or omissions of the School Board or its employees, agents or subcontractors. The parties acknowledge and agree that the compensation paid to the School Board pursuant to the agreement includes compensation for such indemnification. Nothing herein shall be construed as consent by a School Board who is a state agency or subdivision of the state to be sued by third parties in any matter arising out of any contract. The School Board shall have no obligation to indemnify, hold harmless or defend Boys&Girls Club from any claims, suits, judgments, or damages arising out of any conduct of Boys&Girls Club.
I ndemnification. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSOR ASSUMES NO RESPONSIBILITY FOR AND SHALL NOT BE LIABLE FOR THE CARE, PROTECTION AND SECURITY OF THE VESSEL (INCLUDING HER GEAR, EQUIPMENT, APPURTENANCES AND CONTENTS). EXCEPT FOR ANY CLAIMS, ACTIONS OR DEMANDS SOLELY ATTRIBUTABLE TO THE WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR MATERIAL BREACH OF THIS LICENSE AGREEMENT BY LICENSOR, LICENSEE FOR ITSELF, ITS HEIRS AND ASSIGNS, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR AND THE LICENSOR PARTIES (COLLECTIVELY, THE “INDEMNITEES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING COURT COSTS AND LEGAL FEES) (COLLECTIVELY, THE “CLAIMS”) WHICH ARE RELATED IN ANY MANNER TO (I) THE VESSEL, ITS CONTENTS AND EQUIPMENT, DUE TO FIRE, THEFT, COLLISION, RAINSTORMS, FLOODS, WINDSTORM, HURRICANES, ACTS OF GOD, ACTS OR OMISSIONS OF LICENSEE AND LICENSEE PARTIES OF OTHER CAUSE, W PARTIES’ USE OF THE FACILITIES OF PELICAN REST MARINA, THE SLIP, THE DOCK FACILITIES, THE PRESENCE OF LICENSEE’S VESSEL, CAR OR PERSONAL PROPERTY AT THE MARINA, OR THE MOVING OF THE VESSEL, WHETHER OR NEGLIGENCE OR CONDUCT OF ONE OR MORE INDEMNITEES; LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES, AND LICENSEE, ON BEHALF OF ITSELF, ITS HEIRS, SUCCESSORS AND ASSIGNS, HEREBY RELEASES LICENSOR AND OTHER INDEMNITEES FROM ANY AND ALL LIABILITY ARISING OUT OF ANY IMPLIED WARRANTY. IN THE EVENT OF ANY DAMAGE OR INJURY TO PELICAN REST MARINA ARISING FROM THE ACTIVE OR PASSIVE ACTS, OMISSIONS OR NEGLIGENCE OF LICENSEE, ALL EXPENSES INCURRED BY LICENSOR TO REPAIR OR RESTORE PELICAN REST MARINA SHALL BE PAID BY LICENSEE UPON DEMAND OF LICENSOR.
