IDEMNIFICATION. Tenant will defend, indemnify and hold University, its officers, employees, students, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are in connection with, caused by, or result from the negligent or intentional acts or omissions of, or accidents caused by, Tenant, Additional Occupants, Tenant’s and Additional Occupant’s Guests.
IDEMNIFICATION. Official shall indemnify, defend and hold GISOA, its affiliated Schools, board of directors, officers and independent contractors harmless from and against any claim, action, damages, liability, loss, cost or expense (including reasonable attorney's fees), resulting from or arising out of the performance of this Agreement.
IDEMNIFICATION. The University shall not assume any obligation to indemnify, hold harmless, or pay attorneys' fees that may arise from or in any way be associated with the performance or operation of this agreement.
IDEMNIFICATION. Each party shall defend, indemnify and hold harmless the other party for any third party claims that arise from relating to or arising out of any breach or alleged breach of its obligations under this Section (including any loss, cost of damage arising from the failure to notify and timely cooperate with any notice requirement) in accordance with the terms of the indemnification provided for through this Agreement.
IDEMNIFICATION. User shall and hereby agrees to indemnify the Trustee for, and to hold Trustee harmless from any claims, demands, suits, damages or costs, of any kind, arising out of or relating to use and access provided under this Agreement, caused or claimed to be caused by any act or failure of User.
IDEMNIFICATION. End User must agree to defend, indemnify and hold harmless VBI and its officers, shareholders, directors, professional staff, employees and agents and their respective successors, heirs and assigns (the "Indemnitees"), against all liability, demand, damage, loss, or expense incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of any theory of product liability (including but not limited to, actions in the form of tort, warrantee, or strict liability) for death, personal injury or illness (whether mental or physical), or property damage arising from End User's use, or other disposition of the Licensed Program, or a breach of this Agreement. End User must also agree, at its own expense, to provide attorneys reasonably acceptable to VBI to defend against any actions brought or filed against any of the Indemnitees with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. To the extent that any proposed settlement directly affects VBI, End User shall obtain the approval of VBI before finally agreeing to such settlement proposal, which consent shall not be unreasonably withheld.
IDEMNIFICATION. Grantee shall not be liable for, and Subrecipient shall defend and indemnify Grantee and its officers, agents, employees and volunteers against any and all claims, deductibles, self-insured retentions, demands, liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character including attorneys' fees and court costs (collectively, Claims), which arise out of or are in any way connected with the work covered under this Agreement arising either directly or indirectly from any act, error, omission or negligence of Subrecipient or its officers, employees, agents, Subrecipients, licensees or servants including without limitation, claims caused by the concurrent act, error, omission or negligence, whether active or passive, of Grantee, and/or its agents, officers, employees or volunteers. However, Subrecipient shall have no obligation to defend or indemnify Grantee from a Claim if it is determined by a court of competent jurisdiction that such Claim was caused by the sole negligence or willful misconduct of Grantee or its agents or employee. Subrecipient and its successors, assigns, and guarantors, if any, jointly and severally agree to indemnify, defend (with counsel selected by Grantee) reimburse and hold Grantee and its officers, employees and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims) or loss, including attorneys’ fees, consultants’ fees, and experts’ fees which arise during or after the contract term for any losses incurred in connection with investigation of site conditions, or any cleanup, remedial, removal or restoration work required by any hazardous materials laws because of the presence of hazardous materials, in the soil, ground water or soil vapors on the premises, and the release or discharge of hazardous materials by Subrecipient during the course of any alteration or improvements of the Premises by Subrecipient, unless hazardous materials are present solely as a result of the gross negligence or willful misconduct of Grantee, its officers, employees or agents. The indemnification provided by this section shall also specifically cover costs incurred in responding to:
a. Hazardous materials present or suspected to be present in the soil, ground water to or under the Property before the Commencement date.
b. Hazardous materials that migrate, flow, percolate, diffuse, or...
IDEMNIFICATION. (a) Subject to the provisions of Section 7.6 below, in consideration of each Purchaser’s execution and delivery of this Agreement and acquiring the Notes and in addition to all of the Company’s other obligations hereunder and under the Notes, the Company shall defend, protect, indemnify and hold harmless each Purchaser and all of their respective stockholders, partners, members, officers, directors, employees, direct or indirect investors, heirs, successors and assigns, and any agents or other representatives of any of the foregoing (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or in the Notes, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or in the Notes or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement or the Notes, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Notes, or (iii) the status of such Purchaser as an investor in the Company pursuant to the transactions contemplated by this Agreement and the Notes, except to the extent that the Purchaser breached any of its representations and warranties contained in Section 4 hereof. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
(b) Promptly after receipt by an Indemnitee under this Section 7.1 of notice of the commencement of any action or proceeding (including any governm...
IDEMNIFICATION. 6.1 Provider will indemnify and hold Conduent, its parent corporations, affiliates, employees, subcontractors and agents harmless from all losses, costs, expenses and damages, including attorney’s fees, incurred because of or incident to the Equipment or the use, possession, operation, storage and condition thereof; provided, however, that Provider’s obligation to indemnify and hold harmless will not apply in cases which Conduent will be found liable for personal injury and/or damage to property resulting from the negligence or willful acts of Conduent, its employees, subcontractors or agents.
IDEMNIFICATION. Contractor shall defend, indemnify and hold harmless CTW, its officers, trustees, affiliates, employees, agents, assigns and representatives from and against any and all claims, actions, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or in connection with any breach by Contractor of any of the representations or warranties contained in this Agreement. This paragraph shall survive any termination of this Agreement.
