Indemnification and Limitation of Liability (Non Sample Clauses

Indemnification and Limitation of Liability (Non. Patent or Copyright) ESCO SCO releases Customer from, agrees that Customer, its officials, agents, employees and volunteers (Indemnified Parties) shall not be liable for and indemnifies Customer, its officials, agents, employees and volunteers (Indemnified Parties) against, all liabilities, claims, costs and expenses, including out-of- pocket and incidental expenses and legal fees, imposed upon, incurred or asserted against the Customer arising directly in whole or in part, out of the negligence or willful act or omission of ESCO, its agents or anyone who is directly or employed in connection with (i) this Contract or (ii) the project, including the construction of the project and the maintenance, repair and replacement of any improvements which ESCO is required to undertake pursuant to this Contract or any permit or approval, provided that, such release or indemnification shall not apply to any actions or claims brought as a result of any material breach of this Contract, willful misconduct or fraudulent action of the Customer. In case any claim or demand is at any time made, or action or proceeding is brought, against or otherwise involving the Customer, its officials, agents, employees and volunteers (Indemnified Parties) in respect of which indemnity may be sought hereunder, the person seeking indemnity promptly shall give notice of that action or proceeding to ESCO, and ESCO upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding. In addition, ESCO shall defend, indemnify and hold harmless the Indemnified Parties for any costs, expenses and liabilities arising out of a claim, charge or determination that ESCO’s officers, employees, contractors, subcontractors or agents are employees of the Indemnified Parties, including but not limited to claims or charges for benefits, wages, fees, penalties, withholdings, damages or taxes brought in connection with laws governing workers’ compensation, unemployment compensation, social security, Medicare, state or federal taxation, and/or any other similar obligation associated with an employment relationship. XXXX’x obligations to defend, indemnify and hold harmless the Indemnified Parties hereunder shall survive the term of this Contract. The Customer shall not be required to defend or indemnify ESCO, any subcontractor or any professional service provider.
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Related to Indemnification and Limitation of Liability (Non

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Definitions For purposes of this Agreement:

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • NOW, THEREFORE the parties hereto agree as follows:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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