Indemnification and Holding Harmless Sample Clauses

Indemnification and Holding Harmless. Lessee agrees to defend, indemnify, reimburse, and hold harmless Lessor, Lessor’s Lender, and their respective affiliates, subsidiaries, successors, assigns and subcontractors, together with each of such entities’ respective directors, officers, agents, shareholders and employees (hereinafter individually and collectively the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, legal proceedings, penalties, fines, other sanctions and any costs and expenses in connection therewith, including but not limited to reasonable attorneys’ fees and expenses (any and all of which are hereafter referred to as “Claims”) that in any way result from or arise out of or in relation to: (a) the condition, manufacture, delivery under this Agreement, Initials: ABX:__________ DHL:__________ Those portions of this Agreement marked with an [*] have been omitted pursuant to a request for confidential treatment and have been filed separately with the SEC. possession, return, disposition after an Event of Default, use or operation of the Aircraft either in the air or on the ground; (b) any defect in the Aircraft arising from the material or any article used therein or from the design, testing or use thereof, or from any maintenance, service, repair, overhaul or testing of the Aircraft, regardless of when such defect shall be discovered, and regardless of where the Aircraft may then be located; (c) any breach by, or noncompliance by Lessee with, any provision of this Agreement or any other agreement or document contemplated hereby or given or entered into by Lessee in connection herewith; or (d) any bodily injury suffered by any person, or any property damage suffered by any person or entity, in the course of or as a result of the use, operation, maintenance, service, repair, overhaul, testing, possession, delivery under this Agreement or return of the Aircraft. The foregoing indemnity shall not apply to (1) any Claim that constitutes a Permitted Lien, (2) Claims for Taxes, it being agreed that Section 8 represents Lessee’s entire obligation with respect to Taxes, (3) Claims attributable to the gross negligence or willful misconduct of any Indemnified Party, (4) Claims attributable to any misrepresentation by any Indemnified Party herein or in any agreement or document delivered by it in connection herewith or (5) with the exception of clause (c) above, Claims attributable to acts or events occurring ...
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Indemnification and Holding Harmless. 5.8.5.1 CSEA agrees to reimburse the District, its officers and agents for reasonable attorney’s fees and legal costs incurred after notice to CSEA in defending against any court or administrative action challenging the legality of the organizational security provisions of the agreement or implementation thereof.
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Indemnification and Holding Harmless. 19.1 OMI shall defend, indemnify and forever hold and save the CITY, its elected officials and employees harmless against any and all suits, causes of action, claims, liabilities, damages, losses, and reasonable attorney’s fees and all other expenses of any kind from any source which may arise out of this Agreement or any amendment hereto, to the extent caused by the negligent act, error, or omission, or intentional act, error or omission of OMI, its officers, employees, servants or agents. OMI further agrees that it guarantees regulatory compliance, provided the flows and loadings to facilities are within the established design criteria for the facility (either water or wastewater). As such, OMI shall be responsible for any regulatory fines, violations or actions that result from regulatory violations when the influent flow & loadings are with design parameters, with the exception of violations resulting from force majeure events or violations resulting from or contributed to by the acts of a third party who is not within the control of OMI.
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Indemnification and Holding Harmless. 3.1.9.1 LCFA agrees to reimburse the District, its officers and agents for reasonable attorney’s fees and legal costs incurred after notice to LCFA in defending against any court or administrative action challenging the legality of the organizational security provisions of the agreement or implementation thereof.
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Indemnification and Holding Harmless. 3.1.9.1 The Association fully indemnifies and holds harmless the District for dues deducted under this Article. The hold harmless provision shall apply to any claims made by an employee or an individual or organization on the employee’s behalf for payroll deductions made by the District based on information provided by the Association regarding the authorization of individual employees for payroll deductions. .
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Indemnification and Holding Harmless. Both Parties agree not to purport to bind each other to any obligations not assumed herein unless either party has express written authority to do so, and then only within the strict limits of that authority.
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Indemnification and Holding Harmless. Merchant shall, at Merchant’s expense, defend and/or settle any claim, suit or proceeding brought by a third party (“Claims”) against Aptean its affiliates, and their respective members, partners, owners, officers, directors, employees, Apteans’ agents and representatives and arising out of or related to: (i) your breach of privacy and data protection laws; and (ii) Merchant’s unauthorized use of the Services. (iii) breach of this Agreement; or (iv) you or anyone else using the Service with your access credentials. This indemnification does not apply to any Claims to the extent it is directly caused by our negligence, recklessness or willful misconduct. Indemnity obligations in this Agreement remain in force after your Account closes or this Agreement or the Service terminates.
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Indemnification and Holding Harmless. ‌ You agree to unconditionally release, indemnify, defend and hold harmless us, the Bank and our respective Related Persons (defined following) for any Claim arising from or related to: (a) us, our affiliates or the Bank providing the Service, or accepting or processing a transaction or instruction from you, your authorized person or on your behalf related to the Service or otherwise consistent with this Agreement, (b) us, our affiliates or the Bank paying a tax, interest or penalty for which you are liable or for which we or the Bank otherwise have no responsibility, (c) us, our affiliates or the Bank taking any action permitted by this Agreement, including defending against a Claim, (d) you breaching this Agreement or a representation or warranty you give, (e) you claiming against a Card Network or payment network relating to the Service or a transaction, (f) you, us, our affiliates or the Bank incurring fees, fines or penalties arising from you breaching legal requirements, Card Network Rules or NACHA Rules, (g) you or anyone else using the Service with your access credentials, and (h) a third party claim. “Related Persons” are past, present and future direct and indirect parents and affiliates and any authorized person, director, officer, employee, manager, partner, shareholder, beneficial owners, insurer, service provider, agent or attorney, including all successors, subrogees and assigns. This indemnification does not apply to any Claim to the extent it is directly caused by our or the Bank’s negligence, recklessness or willful misconduct. Indemnity obligations in this Agreement remain in force after termination of the Service or this Agreement.
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Related to Indemnification and Holding Harmless

  • Indemnification and Hold Harmless a. The Contractor shall be responsible for and shall indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines, of whatsoever kind of nature, arising out of or relating to a) the Contractor’s or any Subcontractor’s performance or failure to perform this Contract, or b) the acts or omissions of the Contractor or any Subcontractor.

  • Indemnity and Hold Harmless Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

  • Hold Harmless and Indemnification To the fullest extent permitted by law, Contractor shall defend (with counsel of District’s choosing), indemnify and hold the District, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, Contractors or agents in connection with the performance of the Contractor's Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys fees and other related costs and expenses. Contractor shall reimburse District and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the District, its directors, officials officers, employees, agents, or volunteers. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Contractor agrees to waive all rights of subrogation against the District.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

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