Indemnification and Duty to Defend. (a) To the fullest extent permitted by law, Subcontractor specifically obligates itself to protect, immediately defend, indemnify and hold Contractor, Owner and their respective officers, directors, employees, agents and representatives and any other person indemnified by Owner (hereinafter referred to as the “Indemnitees”) harmless against claims, damages, losses, costs, expenses, including any fees of accountants, attorneys, experts or other professionals, or investigation expenses, and liabilities in law or in equity arising out of, resulting from, or in any way connected with the Subcontractor’s operations and the Subcontract Work. Subcontractor’s obligations to protect, indemnify and hold Indemnitees harmless, in addition to the separate and independent duty to defend, include, but are not limited to, the following:
(i) All damages, liability, penalties, costs, losses, damages, expenses, costs (including attorneys’ fees and costs), losses, causes of action, demands, claims or judgments, for any alleged or actual violation or infringement by Subcontractor (or Subcontractor’s employees or subcontractors or consultants or vendors of any tier) of any law, statute, codes, safety or occupational health orders, rules, regulations, standards, orders or any patent or patent right;
(ii) All damages, liability, penalties, costs, losses, damages, expenses, costs (including attorneys’ fees and costs), losses, causes of action, demands, claims or judgments, resulting from injury to or death of any person (including Subcontractor’s employees) or damage to property of any kind (including economic loss), including the Subcontract Work under this Agreement or the work of others on the Project, which injury, death or damage arises out of or is in any way connected with the performance of Subcontract Work under this Agreement;
(iii) All damages, liability, penalties, costs, losses, damages, expenses, costs (including attorneys’ fees and costs), losses, causes of action, demands, claims or judgments, arising from:
(1) construction liens, mechanics’ liens, or other materialman’s lien of any sort, stop notice claims and payment bond claims made by any sub-subcontractor, suppliers, laborers, rental companies, or the like, and (2) claims and liens for labor taxes, materials, appliances, equipment, and supplies whatsoever, including any costs, attorneys’ fees, and incidental damage resulting therefrom; and for failure by Subcontractor or any party acting on Subcontractor’s beh...
Indemnification and Duty to Defend. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBCONTRACTOR SPECIFICALLY OBLIGATES ITSELF TO PROTECT, IMMEDIATELY DEFEND, INDEMNIFY AND HOLD CONTRACTOR, OWNER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AND ANY OTHER PERSON INDEMNIFIED BY OWNER (HEREINAFTER “INDEMNITEES”) HARMLESS AGAINST CLAIMS, DAMAGES, LIABILITY, LOSSES, DEMANDS, CAUSES OF ACTION, JUDGMENTS, COSTS, EXPENSES, INCLUDING ANY FEES OF ACCOUNTANTS, ATTORNEYS, EXPERTS OR OTHER PROFESSIONALS, OR INVESTIGATION EXPENSES (HEREINAFTER “LOSSES”) ARISING OUT OF THE SUBCONTRACTOR’S OPERATIONS AND THE WORK. SUBCONTRACTOR’S OBLIGATIONS INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: (I) LOSSES FOR ANY ALLEGED OR ACTUAL VIOLATION OR INFRINGEMENT BY SUBCONTRACTOR (OR SUBCONTRACTOR’S EMPLOYEES OR SUBCONTRACTORS OR CONSULTANTS OR VENDORS OF ANY TIER) OF ANY LAW, STATUTE, CODES, SAFETY OR OCCUPATIONAL HEALTH ORDERS, RULES, REGULATIONS, STANDARDS, ORDERS OR ANY PATENT OR PATENT RIGHT; (II) LOSSES RESULTING FROM INJURY TO OR DEATH OF ANY PERSON (INCLUDING SUBCONTRACTOR’S EMPLOYEES) OR DAMAGE TO PROPERTY OF ANY KIND (INCLUDING ECONOMIC LOSS), INCLUDING THE SUBCONTRACTOR’S WORK OR THE WORK OF OTHERS ON THE PROJECT, WHICH INJURY, DEATH OR DAMAGE ARISES OUT OF THE PERFORMANCE OF SUBCONTRACTOR’S WORK; (III) LOSSES ARISING FROM:
(1) CONSTRUCTION LIENS, MECHANICS’ LIENS, OR OTHER MATERIALMAN’S LIEN OF ANY SORT, STOP NOTICE CLAIMS AND PAYMENT BOND CLAIMS MADE BY ANY SUB- SUBCONTRACTOR, SUPPLIERS, LABORERS, RENTAL COMPANIES, OR THE LIKE, AND
(2) CLAIMS AND LIENS FOR LABOR TAXES, MATERIALS, APPLIANCES, EQUIPMENT, AND SUPPLIES WHATSOEVER, INCLUDING ANY COSTS, ATTORNEYS’ FEES, AND INCIDENTAL DAMAGE RESULTING THEREFROM; AND FOR FAILURE BY SUBCONTRACTOR OR ANY PARTY ACTING ON SUBCONTRACTOR’S BEHALF TO COMPLY WITH ALL LAWS, ORDINANCES AND REGULATIONS OF ALL GOVERNMENTAL AUTHORITIES IN ANY MANNER RELATING TO THE SUBCONTRACT WORK; AND (IV) LOSSES ARISING OUT OF ANY BREACH OF OR FAILURE OR ALLEGED FAILURE TO COMPLY WITH THE TERMS OF THE SUBCONTRACT DOCUMENTS. SUBCONTRACTOR’S INDEMNITY AND HOLD HARMLESS OBLIGATIONS HEREUNDER SHALL APPLY TO ANY ACTS, OMISSIONS, WILLFUL MISCONDUCT, NEGLIGENT CONDUCT, OTHER FAULT, OR LIABILITY WITHOUT FAULT OF ANY PERSON OR ENTITY FOR WHOM SUBCONTRACTOR IS OR MAY BE RESPONSIBLE; HOWEVER, SUBCONTRACTOR SHALL NOT BE REQUIRED TO INDEMNIFY AN INDEMNITEE AGAINST CLAIMS ARISING FROM HIS, HER, OR ITS OWN ACTIVE NEGLIGENCE OR WILLFUL MISCONDUCT. SUBCONTRACTOR ACKNOW...
Indemnification and Duty to Defend. Executive shall be covered under the Directors and Officers Insurance policy purchased by the Company to the same extent as the Company’s other directors, officers and employees. To the extent not covered by said policy or any other insurance, and except for gross negligence or willful misconduct, the Company shall indemnify, hold harmless and defend Executive against any claims arising out of Executive’s position with the Company as provided for in the Company’s Bylaws and subject to the laws of Delaware, as the same may be amended from time to time.
Indemnification and Duty to Defend. BUILDER (and HOMEOWNER if applicable) shall indemnify, defend, protect and hold harmless FBA, all subsidiaries, divisions, members, and affiliated companies of FBA, and all of such parties’ representatives, volunteers, partners, designees, officers, directors, shareholders, members, employees, consultants, agents, successors and assigns(collectively, the “Indemnified Parties”), from and against any and all claims demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs, and all other professional, expert or consultants’ fees and costs and FBA general and administrative expenses of every kind and nature whatsoever which may arise from or in any manner relate (directly or indirectly) to any work performed or services provided under this Agreement or related to the performance of this agreement including but not limited to defects in workmanship or materials and/or design defects if the design originated with BUILDER or BUILDER’S presence or activities conducted on the Project, the negligent and/or willful acts, errors or omissions of BUILDER, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them regardless of any active or passive negligence or strict liability of an Indemnified Party. Notwithstanding the foregoing, nothing herein shall be construed to require BUILDER to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. In addition, BUILDER will defend Indemnified Parties from any claims as described above including but not limited to claims for bodily injury, death or damage to property, at BUILDER’s sole cost and expense and with legal counsel approved by FBA, which approval shall not be unreasonably withheld. This duty to defend exists regardless of any ultimate liability of BUILDER. Such defense obligation shall arise immediately upon presentation of a Claim by any person and written notice of such Claim being given by an Indemnified Party in writing to BUILDER. BUILDER’s indemnification obligation hereunder shall survive the expiration or termination of this Agreement until such time as action against the Indemnified Parties for such matter indemnified hereunder is fully and finally barred by the applicable statute of limitations or statute of repose. BUILDER’...
Indemnification and Duty to Defend. A. With regard to any claim, protest, or litigation arising from or related to the Grantee’s performance in connection with or incidental to the Project or this Agreement, Xxxxxxx agrees to defend, indemnify, protect, and hold SANDAG and its agents, officers, board members, and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to the Grantee’s or its subgrantees’ employees, agents, or officers which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless, or willful acts or omissions of the Grantee and its subgrantees and their agents, officers, or employees, in performing the work or services herein, and all expenses of investigating and defending against same, including attorney fees and costs, provided, however, that the Grantee’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of SANDAG, its agents, officers, or employees.
Indemnification and Duty to Defend. Except as otherwise provided in this Agreement, each party shall indemnify, defend, and hold harmless the other party, and its directors, officers, employees, agents and representatives, from and against any and all liabilities, obligations, losses, damages, penalties, fines, claims, actions, suits, costs and expenses, (including legal fees and expenses) of any kind whatsoever imposed on, asserted against, incurred or suffered by the other party, or its directors, officers, employees, agents or representatives by reason of damage, loss or injury (including death) to persons or property resulting in any way from (a) any negligent or intentional act by it or any of its directors, officers, employees, agents or representatives in its or their performance of Services hereunder; or (b) any neglect, omission or failure to act when under a duty to act on its part or the part of any of its directors, officers, employees, agents or representatives in its or their performance of Services hereunder. It is expressly understood that any action to obtain District’s records from CSBA, if opposed by District, any cost opposing the request, including but not limited to, attorney’s fees and costs, shall be paid by District. It is expressly understood and agreed by the parties that no personal liability whatsoever shall attach to any member of CSBA’s Board of Directors, or to any of the officers, employees, agents or representatives thereof, by virtue of this Agreement.
Indemnification and Duty to Defend. Except as otherwise provided in this Agreement, each party shall indemnify, defend, and hold harmless the other party, and its directors, officers, employees, agents and representatives, from and against any and all liabilities, obligations, losses, damages, penalties, fines, claims, actions, suits, costs and expenses, (including legal fees and expenses) of any kind whatsoever imposed on, asserted against, incurred or suffered by the other party, or its directors, officers, employees, agents or representatives by reason of damage, loss or injury (including death) to persons or property resulting in any way from (a) any negligent or intentional act by it or any of its directors, officers, employees, agents or representatives in its or their performance of Services hereunder; or (b) any neglect, omission or failure to act when under a duty to act on its part or the part of any of its directors, officers, employees, agents or representatives in its or their performance of Services hereunder.
Indemnification and Duty to Defend. With regard to the Contractor’s performance in connection with or incidental to the Project, the Contractor agrees to defend, indemnify, protect and hold SANDAG and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to the Contractor’s or its subcontractors’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the Contractor and its subcontractors and their agents, officers or employees, in performing the Work or services herein, and all expenses of investigating and defending against same, including attorney fees and costs; provided, however, that the Contractor’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of SANDAG, its agents, officers or employees. This section of the Agreement shall apply to all liability, regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. This section of the Agreement shall survive in perpetuity.
Indemnification and Duty to Defend. If any claim is made against Employee related to or in any way arising out of the performance of Employee’s duties under this Agreement, and for any reason the D&O Policy referenced above fails to provide Employee with legal counsel at no cost to Employee or fails to cover all or any portion of any potential liability (including, without limitation, any deductible that might apply under the D&O Policy) that might one day be imposed on Employee for Employee’s acts or omissions, the Company shall, as necessary to insure that Employee has no financial responsibility or exposure in connection with any such claim, (1) provide Employee with legal counsel of Employee’s choosing at no cost to Employee by paying such legal counsel directly and as may be required by such counsel, and (2) indemnify Employee against any and all liability arising out of any such claim. Employee agrees to consult with the Company regarding settlement issues that may arise in the course of any legal action covered by this provision, but in the end all settlement decisions with respect to any claim made against Employee individually will be made by Employee in his sole and exclusive discretion, and the vesting of this exclusive discretion with the Employee shall not dilute or affect the Company’s economic responsibilities as set forth herein.
Indemnification and Duty to Defend
