INDEMNFICATION. During the term of this Agreement, the Company shall provide to the Employee insurance covering indemnification for activities taken in good faith on the Company's behalf.
INDEMNFICATION. You agree to defend, indemnify and hold harmless LUS Fiber, Lafayette City-Parish Consolidated Government, its and/or their officials, officers, employees, agents, contractors, subcontractors, consultants, insurers, insureds, licensees, and invitees, from and against all liabilities, costs and expenses, including reasonable attorneys’ and experts’ fees, related to or arising from your use of the Service (or the use of your Service by anyone else), (a) in violation of applicable laws, regulations or this Agreement; (b) to access the Internet or to transmit or post any message, information, software, images or other materials via the Internet; (c) in any manner that xxxxx any person or results in the personal injury or death of any person or in damage to or loss of any tangible or intangible (including data) property; or (d) claims for infringement of any intellectual property rights arising from or in connection with use of the Service.
INDEMNFICATION. A. Vendor agrees to obtain liability insurance in the amount of $1 million dollars to protect Vendor, Jacksonville Parks and Recreation, and FestiVille against all claims for losses or injury or property damages during FestiVille and will furnish proof of such insurance coverage as an attachment to this Agreement. FestiVille and Jacksonville Parks and Recreation will be named as Additional Insureds on the liability insurance policy.
INDEMNFICATION. If 5 Star Limousine Service shall be subject to any claim, demand, or penalty; or becomes a party to any suit or other judicial administrative proceeding arising out of, related to, or connected to this Service, Customer shall indemnify and hold 5 Star Limousine Service harmless against all judgments, settlements, penalties, and expenses, including attorney’s fees, court costs, and other expenses of litigation or administrative proceedings, incurred by, or imposed upon. 5 Star Limousine Service in connection with the investigation or defense relating to such claim or litigation or administrative proceeding and, the election of 5 Star Limousine Service Customer shall also defend 5 Star Limousine Service.
INDEMNFICATION. VGX will defend, indemnify, and hold harmless each Indemnified Party from and against any and all Liabilities with respect to an Indemnification Event. The term “Indemnified Party” means each of Penn and its trustees, officers, faculty, students, employees, contractors, and agents. The term “Liabilities” means all damages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, lost profits and expenses (including, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and other experts) that are incurred by an Indemnified Party or awarded or otherwise required to be paid to third parties by an Indemnified Party. The term “Indemnification Event” means any Claim against one or more Indemnified Parties arising out of or resulting from: (a) the development, testing, use, manufacture, promotion, sale or other disposition of any Penn Patent Rights or Licensed Products by VGX, its Affiliates, sublicensees, assignees or vendors or third parties, including, but not limited to, (x) any product liability or other Claim of any kind related to use by a third party of a Licensed Product, (y) any Claim by a third party that the practice of any of the Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such third party, and (z) any Claim by a third party relating to clinical trials or studies for Licensed Products; (b) any material breach of this Agreement by VGX or its Affiliates or sublicensees; and (c) the enforcement of this Article 12 by any Indemnified Party. The term “Claim” means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands.
INDEMNFICATION. You agree to indemnify, defend and hold harmless Keek and its affiliates, and their shareholders, directors, officers, employees, agents, and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable lawyers' fees) that arise from or relate to:
INDEMNFICATION. Client shall indemnify, defend, and hold Alectio and its affiliates, and its and their respective officers, directors, consultants and employees, harmless from any and all amounts actually paid to third parties in connection with claims, liabilities, damages and/or costs (including but not limited to, reasonable attorneys’ fees) relating to Client Data or Client’s use of the Platform under this Agreement, including without limitation any infringement or misappropriation of any third party Intellectual Property Rights or violation of any applicable privacy or data security laws. Alectio hereby reserves the right to control the defense of any such claims or proceedings for which Client is required to indemnify Alectio, and Client agrees to cooperate with such defense.
INDEMNFICATION. Each Party agrees to indemnify, defend and hold harmless the other against claims, demands, damages, and costs, including attorney and court costs, arising out of or resulting from its sole negligence or misconduct. In the event that a claim is made against both Parties, it is the intent of both Parties to cooperate in the defense of said claim and to cause the insurers to do likewise. However, both Parties shall have the right to take any and all actions they believe necessary to protect their interests. Obligations under this section shall survive termination or expiration of this MOU.
INDEMNFICATION. Company will defend, indemnify, and hold harmless Penn, and its trustees, officers, faculty, agents, employees and students (each, an "Indemnified Party") from and against any and all liability, loss, damage, action, claim, or expense suffered or incurred by the Indemnified Parties, including attorneys' fees and expenses (collectively, "Liabilities"), arising out of or resulting from the distribution by Company, its Affiliates or sublicensees of any Licensed Products, including, without limitation, product liability actions, provided that Penn notifies Company in writing of the claim and Company is entitled to control the defense and settlement of the claim.
INDEMNFICATION. (a) Except as otherwise provided herein, Buyer and LLC shall indemnify and hold Seller harmless from and against and in respect of any and all liabilities, losses, damages, claims, costs and expenses, including but not limited to reasonable attorneys' fees, arising out of or due to:
