INDEMINIFICATION Clause Samples

INDEMINIFICATION. The LESSEE hereby covenants and agrees to indemnify, save harmless and defend the LESSOR, its officers, employees and agents from all claims, ▇▇▇▇▇, damage, liability, loss, demands, actions, costs, charges, judgements, or other liabilities for property damageor injury or death to persons or other expenses (including but not limited to defense costs, expenses and reasonable attorney fees) imposed upon the LESSOR be the reason of injuries or death of persons (including wrongful death) and damages to property caused during or because of the LESSEES use and posession of the aircraft or any actions or non-actions of the LESSEE, its officers, employees, agents or other representatives, except that the Lessor is responsible for their negligent acts and liability under this

INDEMINIFICATION. Exhibitor shall on a current basis indemnify, defend (with le- gal counsel) satisfactory to ICM and hold harmless Organizer and the Event Facility from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys’ fees and expenses which result from or arise out of or in connection with (a) Exhibitor’s participation nor presence at the Event,

INDEMINIFICATION. Exhibitor shall on a current basis indemnify, defend (with legal counsel) satisfactory to ICM and hold harmless Organizer and the Event Facility from any and all claims, demands, suits, li- abilities, damages, losses, costs, reasonable attorneys’ fees and expenses which result from or arise out of or in connection with (a) Exhibitor’s participation nor presence at the Event, (b) any breach by Exhibitor of any agreements, covenants, prom- ises or other obligations under this contract; (c) any matter for which Exhibitor is otherwise responsible under the terms of this contract; (d) any violation or infringement (or claim of ▇▇▇▇▇- tion or infringement) of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; (e) any libel, slander, defamation or similar claims resulting from the actions of Exhibitor; (f) harm or injury (including death) to Exhibitor; and (g) loss of or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise.

INDEMINIFICATION. Seller agrees to defend, indemnify, and hold harmless Buyer, its affiliates, and their respective officers, directors, members, shareholders, employees, agents, representatives, assigns and successors (collectively the “Buyer Indemnitees”) from, and on demand reimburse, the Buyer Indemnitees for any and all damages, losses and/or expenses (including Buyer Indemnitees’ attorney’s fees and their other costs of defense) incurred in connection with any and all suits, claims, demands or liabilities whatsoever: (1) arising out of or alleged to have arisen from a breach of any of the representations, warranties or obligations of Seller under this Agreement (including any related act or omission by Seller); (2) for death, illness, personal injury or property damage, both in law and equity, arising out of or resulting in any way from any actual or alleged defect in any Products; (3) for any act or omission, negligence or willful misconduct of the Seller, its agents, employees, or subcontractors relating to Buyer’s purchase or sale of any of the Products; (4) for any actual or alleged breach of Seller’s written warranty for the Products; (5) for any actual or alleged infringement of any patent, trademark, copyright, trade secret, trade dress or other intellectual property right of a third party in connection with the Products; (6) for the Products violating any Laws; or (7) pertaining to or in connection with the content of Seller’s packaging, labeling, or advertising of the Products. In the event of a claim, lawsuit, demand or other matter covered by the Agreement, Buyer shall notify Seller in writing and provide Seller the opportunity to assume full responsibility for the defense and resolution of such claim, lawsuit, demand or matter, provided however that a) Seller, its agents, representative, attorneys or insurers shall not bind the Buyer Indemnitees in settlement without the Buyer Indemnitees’ prior written consent, and b) the Buyer Indemnitees shall be permitted to participate in its own defense at its own expense. If Seller fails to take timely action to defend any such suit then Buyer or the Buyer Indemnitees can defend such suit at Seller’s expense. This Section shall survive the expiration or earlier termination of this Agreement.

INDEMINIFICATION. The CITY agrees to indemnify the State of South Dakota, its officers, agents, and employees, from and against all claims or proceedings for actions, suits, damages, liabilities, other losses or equitable relief to the extent arising as a result of the CITY’S negligence, tortious acts, or intentional acts in performing services under this Agreement. Notwithstanding the foregoing, the STATE may, in its sole discretion engage attorneys and other professionals to defend the State of South Dakota, its officers, agents, and employees, or to assist CITY in the defense. If the STATE exercises this authority and CITY is determined to be liable, then the STATE is entitled to reimbursement of its reasonable attorney fees and costs in defending the suit in proportion to the degree of liability attributed to CITY in the proceeding. This section does not require CITY to be responsible for or defend against claims or proceedings for damages, liabilities, losses or equitable relief arising solely from errors or omissions of the STATE, its officers, agents or employees.

INDEMINIFICATION. If an employee receives a traffic violation pursuant to a Township vehicle not meeting safety standards or for a Commercial Drivers License violation which is not the employee’s responsibility, then the Township will provide the employee with legal representation for the violation.

INDEMINIFICATION. Pavilion will defend at its own expense any action against End User brought by a third party to the extent that the action is based upon a claim that the Product infringes any patents, copyrights, trademarks or trade secrets, and Pavilion will pay those damages finally awarded against End User in any such action that are specificallyattributable to such claim or those damages agreed to by Pavilion in a monetary settlement of such action. The foregoing obligation is conditioned on: (i) End User notifying Pavilion promptly in writing of such action, (ii) End User giving Pavilion sole control of the defense thereof and any related settlement negotiations, and (iii) End User cooperating with Pavilion and, at Pavilion’s request and expense, assisting in such defense. If any Software becomes, or in Pavilion opinion is likely to become, the subject of an infringement claim, Pavilion may, at its option and expense, either (a) procure for End User the right to continue using the Software, (b) replace or modify the Software so that it becomes non-infringing, or (c) accept return of (1) the Product incorporating the affected Software and effect a refund to End User the fees actually paid by End User for the affected Products, reduced for depreciation, which is calculated on a straight-line basis over a three-year useful life, in which case End User’s right to use such affected Software will be terminated. Notwithstanding the foregoing, Pavilion will have no obligation under this Section 6 or otherwise with respect to any infringement claim based upon (i) any use of the Software not in accordance with these Terms or the applicable Documentation or for purposes not intended by Pavilion, (ii) any use of Software in combination with other products, equipment, software, or data not supplied by Pavilion, or (iii) any modification or alteration of the Software or Product by any person other than Pavilion or its authorizedrepresentatives.THIS SECTION 6 STATES PAVILION DATA’S ENTIRE LIABILITY, AND END USER’S SOLE AND EXCLUSIVE REMEDY, FOR INFRINGEMENT CLAIMS AND ACTIONS.

INDEMINIFICATION. In addition to any other indemnification obligations of the Tenant under this Lease, the Tenant agrees and covenants to indemnify, defend, hold harmless, save, discharge and release the Landlord and its shareholders, partners, members, directors, managers, officers, employees, agents, successors and assigns from and against any payments, charges, judgments, assessments, losses, damages, liabilities, claims, demands, actions, penalties, fines or costs and expenses (including attorneys fees, costs, fees of experts and any legal or other expenses reasonably incurred in connection therewith) of any type or nature whatsoever arising from, based upon, related to or associated with any use, possession or occupancy of the Property by the Tenant or its shareholders, directors, employees, agents, licensees or invitees, except any such actions resulting from the negligence of, or failure to perform by, the Landlord. The indemnification obligations under this Section 23 shall survive the expiration or termination of this Lease for a period of two (2) years.

INDEMINIFICATION. ▇▇▇▇▇▇, its heirs, successors and assigns shall indemnify Lessor, it Commissioners, officers, employees, representatives, and agents, and hold harmless of and from all claims, demands, costs, expenses, damages, liabilities, judgments, fines, penalties and losses, of any nature, including reasonable attorney’s fees and costs, arising from or relating to Lessee’s use of the Center, whether caused by or contributed to by Lessor or any other indemnified herein, except insofar as the injury, lawsuit or claim was caused by the negligence of ▇▇▇▇▇▇. ▇▇▇▇▇▇ acknowledges that Lessor is not responsible for any loss, liability, claims, damages, or expenses, including any attorney’s fees or costs, resulting from or arising out of any violation of law on the part of third persons causing damage to Lessee or its employees or subcontractors in connection with the Use, and Lessee shall hold Lessor harmless and indemnify Lessor in connection therewith.