Indemnification and Defense. 16.1 To the fullest extent permitted by California law, Developer shall indemnify, keep and hold harmless the District, the Architect(s) and Construction Manager(s), their respective consultants, separate contractors, board members, officers, representatives, agents, and employees, in both individual and official capacities (“Indemnitees”), against all suits, claims, injury, damages, losses, and expenses (“Claims”), including but not limited to attorney’s fees and costs, caused by, arising out of, resulting from, or incidental to, in whole or in part, the performance of the Work under this Contract by Developer or its Subcontractors, vendors and/or suppliers. However, Developer’s indemnification and hold harmless obligation shall be reduced by the proportion of the Indemnitees’ and/or Architect’s liability to the extent the Claim(s) is/are caused wholly by the active negligence or willful misconduct of the Indemnitees, and/or defects in design furnished by the Architect, as found by a court or arbitrator of competent jurisdiction. This indemnification and hold harmless obligation of Developer shall not be construed to negate, abridge, or otherwise reduce any right or obligation of indemnity that would otherwise exist or arise as to any Indemnitee or other person described herein. This indemnification and hold harmless obligation includes, but is not limited to, any failure or alleged failure by Developer to comply with any law and/or provision of the Contract Documents in strict accordance with their terms, and without limitation, any failure or alleged failure of Developers obligations regarding any stop payment notice actions or liens, including Civil Wage and Penalty Assessments and/or Orders by the DIR.
16.2 To the furthest extent permitted by California law, Developer shall also defend Indemnitees, at its own expense, including but not limited to attorneys’ fees and costs, against all Claims caused by, arising out of, resulting from, or incidental to, in whole or in part, the performance of the Work under this Facilities Lease by Developer, its Subcontractors, vendors, or suppliers. However, without impacting Developer’s obligation to provide an immediate and ongoing defense of Indemnitees, Developer’s defense obligation shall be reduced by the proportion of the Indemnitees’ and/or Architect’s liability to the extent caused by the sole negligence, active negligence, or willful misconduct of the Indemnitees, and/or defects in design furnished by the Ar...
Indemnification and Defense. The CONTRACTOR shall defend, indemnify, and hold harmless the State of Hawaii, the contracting agency, and their officers, employees, and agents from and against all liability, loss, damage, cost, and expense, including all attorneys' fees, and all claims, suits, and demands therefore, arising out of or resulting from the acts or omissions of the CONTRACTOR or the CONTRACTOR'S employees, officers, agents, or subcontractors under this Contract. The provisions of this paragraph shall remain in full force and effect notwithstanding the expiration or early termination of this Contract.
Indemnification and Defense. To the fullest extent permitted by law, Contractor shall hold harmless, indemnify and defend (with counsel satisfactory to the parties indemnified) Princeton University, its trustees, officers, employees and agents (collectively the “Covered Parties”) from and against all Claims (as defined in Clause J3), claims, suits, actions, liabilities, damages, losses, costs and expenses arising out of (i) the performance or nonperformance of the Work by the Contractor, any Subcontractor, or anyone for whose acts Contractor or any Subcontractor are liable, or (ii) the Contractor’s performance or nonperformance of its obligations under the Contract, including but not limited to Claims (as defined in Clause J3) and/or other claims, damages, losses or expenses that (a) are attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) including loss of use resulting therefrom, and (b) regardless of whether such Claims (as defined in Clause J3) and/or other claims are caused in part by the negligence or other fault of the Covered Parties; provided, however, that this indemnification shall not apply if such Claims (as defined in Clause J3) and/or other claims arise from or are caused by the sole negligence of the Covered Parties. The terms “damages,” “losses” and “expenses” shall include all costs and expenses of whatever nature or type, including judgments, arbitration awards, settlements, court costs, litigation expenses, and attorneys’ fees (including, without limitation, those attorneys’ fees incurred in any appeals, or any enforcement of the obligations under this provision, or enforcement of any judgment and collection hereunder) in connection therewith. The parties acknowledge and agree that the foregoing indemnification obligation shall not be limited by applicable workers compensation laws. Limits of liability provided in any applicable insurance coverage provided by the Contractor pursuant to the Contract, or otherwise, shall not diminish or limit the Contractor’s indemnification obligations.
Indemnification and Defense. 10.1 Each Party (an "Indemnifying Party") agrees that it shall indemnify and hold harmless the other party, their permitted successors and assigns and their respective directors, officers, members, shareholders and employees (each an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all losses incurred by the Indemnified Parties, including costs and reasonable attorney fees, to the extent arising from or out of the following: (i) any claim for or arising out of any injury to or death of any person or loss or damage to property of any person to the extent arising out of the Indemnifying Party's acts or omissions; (ii) any infringement of patents or the improper use of other proprietary rights by an Indemnifying Party or its employees or representatives that may occur in connection with the performance of this Agreement ; and (iii), with respect to Owner, Utility agrees to indemnify Owner and any Owner Indemnified Party from and against any and all losses arising from any claim asserting that the transfer of title to Energy by Owner is ineffective. An Indemnifying Xxxxx shall not, however, be required to reimburse or indemnify any Indemnified Party for any loss to the extent such loss is due to the negligence or willful misconduct of any Indemnified Party. The liability of Utility is governed, limited and controlled by the Governmental Immunity Act, Colo. Rev. Stat. §§ 24-10- 101 et seq., as now or hereafter amended. Nothing in this Agreement shall be construed as a limitation or waiver of the immunities, limits, or protections provided under said Act.
Indemnification and Defense. CONTRACTOR shall defend, indemnify, and hold harmless RCUH, the University of Hawaii, the State of Hawaii, and the Project, and their respective officers, employees, and agents from and against all liability, loss, damage, cost, and expense, including all attorneys’ fees and costs, and all claims, suits, and demands therefore, arising out of or resulting from the acts or omissions of CONTRACTOR or CONTRACTOR’s employees, officers, agents, or subcontractors, occurring during or in connection with the performance of CONTRACTOR’s services under this Agreement. The provisions of this paragraph shall remain in full force and effect notwithstanding the expiration or early termination of this Agreement.
Indemnification and Defense. To the extent permitted by law, the District shall indemnify, defend and hold the Superintendent harmless regarding any claims, demands, suits, actions or other legal proceedings against the Superintendent for any act or failure to act involving the exercise of judgment and discretion within the normal course and scope of his duties as Superintendent of the District, to the extent and to the limits permitted by law. This paragraph does not apply if the Superintendent is found to have acted with gross negligence or with intent to violate a person's clearly established legal rights, or to have engaged in criminal conduct. The District may, at its sole discretion, fulfill its obligations under this paragraph by purchasing appropriate insurance coverage for the benefit of the Superintendent. No individual member of the Board shall be personally liable for indemnifying or defending the Superintendent under this paragraph. The District's obligation to indemnify, defend and hold the Superintendent harmless under this paragraph survives the termination of this Agreement.
Indemnification and Defense. 27 1. The ENGINEER agrees to and shall indemnify and hold harmless the County of Riverside, its Agencies, 28 Districts, Departments and Special Districts, their respective directors, officers, Board of Supervisors, 29 elected and appointed officials, employees, agents and representatives (hereinafter individually and 1 collectively referred to as "Indemnitees") from all liability, including, but not limited to loss, suits, claims, 2 demands, actions, or proceedings caused by any alleged or actual negligence, recklessness, willful 3 misconduct, errors or omissions of ENGINEER, its directors, officers, partners, employees, agents or 4 representatives or any person or organization for whom ENGINEER is responsible, arising out of or from 5 the performance of services under this Agreement. To the extent a loss, suit, claim, demand, action, or 6 proceeding is based on actual or alleged acts or omissions of ENGINEER which are not design 7 professional services, ENGINEER shall indemnify Indemnitees whether or not ENGINEER is negligent.
8 2. The duty to indemnify does not include loss, suits, claims, demands, actions, or proceedings caused by 9 actual negligence of Indemnitees; however, any actual negligence of Indemnitees will only affect the duty 10 to indemnify for the specific act found to be negligence, and will not preclude a duty to indemnify for any 11 act or omission of ENGINEER.
12 3. ENGINEER shall defend and pay, at its sole expense, all costs and fees, including but not limited to 13 attorney fees, cost of investigation, and defense, in any loss, suits, claims, demands, actions, or 14 proceedings based or alleged to be based on any act or omission of ENGINEER arising out of or from the 15 performance of services under this contract. The duty to defend applies to any alleged or actual 16 negligence, recklessness, willful misconduct, error or omission of ENGINEER. The duty to defend shall 17 apply whether or not ENGINEER is a party to the lawsuit, and shall apply whether or not ENGINEER is 18 directly liable to the plaintiffs in the lawsuit. The duty to defend applies even if Indemnitees are alleged or 19 found to be actively negligent, unless the act or omission at issue was caused by the sole active 20 negligence of Indemnitees.
21 4. The specified insurance provisions and limits required in this contract shall in no way limit or circumscribe 22 ENGINEER'S obligations to indemnify and hold harmless Indemnitees from third party claims.
23 5. In the even...
Indemnification and Defense. The Vendor shall defend, indemnify, and hold harmless the ERS and its trustees, employees, and agents from and against all liability, loss, damage, cost and expense, including all attorneys’ fees, and all claims, suits, and demands therefore, arising out of or resulting from the Vendor’s breach of the Vendor’s obligations under this Agreement or from the retention, use, or disclosure of Confidential Information by Vendor’s employees, contractors, consultants, or agents for any purpose other than as permitted or required by this Agreement or the Contract. The liability, loss, damage, costs, expense, claims, suits, and demands referred to in this paragraph include, without limitation, the costs and expenses for complying with section 487N-2, Hawaii Revised Statutes, and any other claims arising out of, and costs and expenses of any other actions that the ERS reasonably believes are necessary for the mitigation of, security breaches or potential relating to Confidential Personal Information. The provisions of this paragraph shall survive termination or completion of the Contract.
Indemnification and Defense. Any and all indemnification agreements you have from RMR and any RMR Companies continue to provide for the respective parties’ rights and obligations with respect to the matters set forth therein. Further, you will maintain any rights you have to indemnification and defense under any bylaws or insurance policies by RMR as well as any rights you have under the common law.
Indemnification and Defense. To the extent the waiver and release of Claims in Section 5 is not effective in whole or in part, then I agree to indemnify and defend the Kendo Releasees against all Claims arising from any Kendo Event or Applicant’s PNKF membership, whether those Claims exist now or arise in the future, including paying all attorneys’ fees, costs, and other expenses. This obligation to indemnify and defend does not apply to any Claim against a Kendo Releasee to the extent the Claim is caused by the gross negligence or intentional misconduct of that Kendo Releasee. This Section 6 does not apply to Applicant’s right to AUSKF medical insurance coverage (if any) provided to its members. This obligation to indemnify and defend is in partial consideration for Applicant’s being permitted to become a PNKF member and (when otherwise eligible and on payment of any applicable fees) to participate in any PNKF promotional examination, seminar, or tournament.
