Common use of Indemnification and Release Clause in Contracts

Indemnification and Release. Consultant hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Consultant and the injury or death of any person employed by Consultant. Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the Consultant, its employees, agents, or subconsultants, or others for whom the Consultant is legally liable, in the performance of Services under this Contract. The Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Consultant, its employees, agents, or subconsultants, or others for whom the Consultant is legally liable, in the performance of Services under this Contract. The Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties.

Indemnification and Release. Consultant Engineer hereby releases and discharges Authority and its agents, servants, representatives, employees, officers, directors, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Consultant Engineer and the injury or death of any person employed by ConsultantEngineer. Consultant Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim but only to the extent caused by the negligent acts, errors, or omissions of the ConsultantEngineer, its employees, agents, or subconsultants, or others for whom the Consultant Engineer is legally liable, in the performance of Services under this Contract. The Consultant Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Consultant Engineer shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the ConsultantEngineer, its employees, agents, or subconsultants, or others for whom the Consultant Engineer is legally liable, in the performance of Services under this Contract. The Consultant Engineer is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties.

Indemnification and Release. Consultant hereby releases 29. The Business Associate shall assume all risk and discharges Authority responsibility for, and agrees to indemnify, defend and save harmless the Covered Entity, its agents, servants, representatives, employees, officers, directorsagents and employees and each and every one of them, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Consultant and the injury or death of any person employed by Consultant. Consultant shall defend, indemnify and hold harmless the Authority Parties from and against any and all damagesclaims, lossesdemands, suits, actions, recoveries, judgments, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defensecosts and court costs), and expenses in connection therewith, on account of loss of life, property or injury or damages to the person, body or property of any person or persons, whatsoever, which shall arise from or result directly or indirectly from the Business Associate's use or misuse of PHI or from any action or inaction of the Business Associate or its officers, employees, agents or contractors with regard to PHI or the requirements of this Agreement, the Privacy Rule or Security Rule. Except in cases where indemnification is not permitted by law, this indemnification clause shall in no way limit the obligations assumed by the Business Associate under this Agreement, nor shall it be construed to relieve the Business Associate from any liability, nor preclude the Covered Entity from taking any other actions available to it under any other provisions of this Agreement, the Privacy Rule or at law. 30. Notwithstanding the above, the obligations assumed by the Business Associate herein shall not extend to or encompass suits, costs, claims, expenses, liabilities and judgments incurred solely as a result of actions or inactions of the Covered Entity. 31. The Business Associate further acknowledges the possibility of criminal sanctions and penalties for breach or violation of this Agreement or the Privacy Rule pursuant to 42 USC 1320d-6 and agrees to not seek indemnification from Covered Entity if such are imposed upon the Business Associate. 32. The Business Associate shall be responsible for, and shall at its own expense, defend itself against any and all suits, claims, losses, demands or damages of whatever kind or nature, arising out of or in connection with any action, proceeding, demand an act or claim but only to the extent caused by the negligent acts, errors, or omissions omission of the ConsultantBusiness Associate, its employees, agentsagencies, or subconsultants, or others for whom the Consultant is legally liablecontractors, in the performance of Services under the obligations assumed by the Business Associate pursuant to this ContractAgreement. The Consultant is not obligated under this paragraph to indemnify Business Associate hereby releases the Authority Parties for the negligent acts of the Authority Parties. Consultant shall defendCovered Entity from any and all liabilities, indemnify and hold harmless the Authority Parties from and against all damagesclaims, losses, costs costs, expenses and expenses, demands of any kind or nature whatsoever, whether incurred as a judgmentarising under State or federal laws, settlement, penalty, fine out of or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term Business Associate's performance of the Contract obligations assumed by the Consultant, its employees, agents, or subconsultants, or others for whom Business Associate pursuant to this Agreement. 33. The obligations of the Consultant is legally liable, in the performance of Services Business Associate under this Contract. The Consultant is not obligated under section shall survive the expiration of this paragraph to indemnify the Authority Parties for the negligent acts of the Authority PartiesAgreement.

Indemnification and Release. Consultant hereby releases 1. The Business Associate shall assume all risk and discharges Authority responsibility for, and agrees to indemnify, defend and save harmless the Covered Entity, its agents, servants, representatives, employees, officers, directorsagents and employees and each and every one of them, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Consultant and the injury or death of any person employed by Consultant. Consultant shall defend, indemnify and hold harmless the Authority Parties from and against any and all damagesclaims, lossesdemands, suits, actions, recoveries, judgments, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defensecosts and court costs), and expenses in connection therewith, on account of loss of life, property or injury or damages to the person, body or property of any person or persons, whatsoever, which shall arise from or result directly or indirectly from the Business Associate's use or misuse of PHI or from any action or inaction of the Business Associate or its officers, employees, agents or contractors with regard to PHI or the requirements of this Agreement, the Privacy Rule or Security Rule. Except in cases where indemnification is not permitted by law, this indemnification clause shall in no way limit the obligations assumed by the Business Associate under this Agreement, nor shall it be construed to relieve the Business Associate from any liability, nor preclude the Covered Entity from taking any other actions available to it under any other provisions of this Agreement, the Privacy Rule or at law. 2. Notwithstanding the above, the obligations assumed by the Business Associate herein shall not extend to or encompass suits, costs, claims, expenses, liabilities and judgments incurred solely as a result of actions or inactions of the Covered Entity. 3. The Business Associate further acknowledges the possibility of criminal sanctions and penalties for breach or violation of this Agreement or the Privacy Rule pursuant to 42 U.S.C. 1320d-6 and agrees to not seek indemnification from Covered Entity if such are imposed upon the Business Associate. 4. The Business Associate shall be responsible for, and shall at its own expense, defend itself against any and all suits, claims, losses, demands or damages of whatever kind or nature, arising out of or in connection with any action, proceeding, demand an act or claim but only to the extent caused by the negligent acts, errors, or omissions omission of the ConsultantBusiness Associate, its employees, agentsagencies, or subconsultants, or others for whom the Consultant is legally liablecontractors, in the performance of Services under the obligations assumed by the Business Associate pursuant to this ContractAgreement. The Consultant is not obligated under this paragraph to indemnify Business Associate hereby releases the Authority Parties for the negligent acts of the Authority Parties. Consultant shall defendCovered Entity from any and all liabilities, indemnify and hold harmless the Authority Parties from and against all damagesclaims, losses, costs costs, expenses and expenses, demands of any kind or nature whatsoever, whether incurred as a judgmentarising under State or federal laws, settlement, penalty, fine out of or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term Business 5. The obligations of the Contract by the Consultant, its employees, agents, or subconsultants, or others for whom the Consultant is legally liable, in the performance of Services Business Associate under this Contract. The Consultant is not obligated under section shall survive the expiration of this paragraph to indemnify the Authority Parties for the negligent acts of the Authority PartiesAgreement.

Indemnification and Release. Consultant hereby releases 30. The Business Associate shall assume all risk and discharges Authority responsibility for, and agrees to indemnify, defend and save harmless the Covered Entity, its agents, servants, representatives, employees, officers, directorsagents and employees and each and every one of them, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Consultant and the injury or death of any person employed by Consultant. Consultant shall defend, indemnify and hold harmless the Authority Parties from and against any and all damagesclaims, lossesdemands, suits, actions, recoveries, judgments, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defensecosts and court costs), and expenses in connection therewith, on account of loss of life, property or injury or damages to the person, body or property of any person or persons, whatsoever, which shall arise from or result directly or indirectly from the Business Associate's use or misuse of PHI or from any action or inaction of the Business Associate or its officers, employees, agents or contractors with regard to PHI or the requirements of this Agreement, the Privacy Rule or Security Rule. Except in cases where indemnification is not permitted by law, this indemnification clause shall in no way limit the obligations assumed by the Business Associate under this Agreement, nor shall it be construed to relieve the Business Associate from any liability, nor preclude the Covered Entity from taking any other actions available to it under any other provisions of this Agreement, the Privacy Rule or at law. 31. Notwithstanding the above, the obligations assumed by the Business Associate herein shall not extend to or encompass suits, costs, claims, expenses, liabilities and judgments incurred solely as a result of actions or inactions of the Covered Entity. 32. The Business Associate further acknowledges the possibility of criminal sanctions and penalties for breach or violation of this Agreement or the Privacy Rule pursuant to 42 USC 1320d-6 and agrees to not seek indemnification from Covered Entity if such are imposed upon the Business Associate. 33. The Business Associate shall be responsible for, and shall at its own expense, defend itself against any and all suits, claims, losses, demands or damages of whatever kind or nature, arising out of or in connection with any action, proceeding, demand an act or claim but only to the extent caused by the negligent acts, errors, or omissions omission of the ConsultantBusiness Associate, its employees, agentsagencies, or subconsultants, or others for whom the Consultant is legally liablecontractors, in the performance of Services under the obligations assumed by the Business Associate pursuant to this ContractAgreement. The Consultant is not obligated under this paragraph to indemnify Business Associate hereby releases the Authority Parties for the negligent acts of the Authority Parties. Consultant shall defendCovered Entity from any and all liabilities, indemnify and hold harmless the Authority Parties from and against all damagesclaims, losses, costs costs, expenses and expenses, demands of any kind or nature whatsoever, whether incurred as a judgmentarising under State or federal laws, settlement, penalty, fine out of or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term Business Associate's performance of the Contract obligations assumed by the Consultant, its employees, agents, or subconsultants, or others for whom Business Associate pursuant to this Agreement. 34. The obligations of the Consultant is legally liable, in the performance of Services Business Associate under this Contract. The Consultant is not obligated under section shall survive the expiration of this paragraph to indemnify the Authority Parties for the negligent acts of the Authority PartiesAgreement.

Indemnification and Release. Consultant hereby releases A. Except to any extent expressly provided for in this Agreement, and discharges Authority to the furthest extent allowed by law, Lessee shall indemnify, hold harmless and defend Lessor and its agentsofficers, servants, representativesofficials, employees, officers, directors, agents and Port Commissioners volunteers (collectively, the “Authority Parties”hereinafter referred to collectively as Lessor) from liability for any and assumes the risk of loss or damage to the property of Consultant and the injury or death of any person employed by Consultant. Consultant shall defendall loss, indemnify and hold harmless the Authority Parties from and against all damagesliability, lossesfines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage, including damage by fire or other casualty) alleged to have been incurred by Lessor or Lessee, and from any and all claims, demands and actions in law or equity (including attorney's fees and litigation expenses) arising or alleged to have arisen directly or indirectly out of Lessee’s: (i) occupancy, maintenance and/or temporary, non-exclusive use of Premises detailed in Exhibit A; or (ii) performance of, or failure to perform, this Lease. Licensee’s obligations under the preceding sentence shall apply regardless of whether Lessor or any of its officers, officials, employees, agents, or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or gross negligence, or by the willful misconduct, of Lessor or any nature whatsoeverof its officers, officials, employees, agents, or volunteers. B. Lessee acknowledges that any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether incurred in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage, including damage by fire or other casualty) arising out of or in any way connected with releases or discharges of a Hazardous Substance, or the exacerbation of a potential environmental hazard, occurring as a judgmentresult of or in connection with: (i) Lessee’s occupancy, settlementmaintenance and/or use of the Premises; or (ii) Lessee’s activities or the activities of any of Lessee’s representatives (including, penaltywithout limitation, fine any of Lessee’s officers, officials, employees, agents, volunteers, invitees, subtenants, consultants, sub- consultants, contractors or otherwise (subcontractors), and all reasonable costs, expenses and liabilities for environmental investigations, monitoring, containment, abatement, removal, repair, cleanup, restoration, remediation and other response costs, including reasonable attorneys’ fees and disbursements and any fines and penalties imposed for the cost violation of defense)any Legal Requirements relating to the environment or human health, are expressly within the scope of the indemnity set forth above. C. Lessee’s occupancy, maintenance and use of the Premises, and use of all or any part of Airport, upon which the Premises is located, shall be at Lessee’s sole risk and expense. Lessee accepts all risk relating to Lessee’s: (i) occupancy, maintenance and/or use of the Premises; or (ii) performance of, or failure to perform, this Lease Lessor shall not be liable to Lessee and its insurer(s) for, and Lessee and its insurer(s) hereby waive and release Lessor from, any and all loss, liability, fines, penalties, forfeitures, costs or damages resulting from or attributable to an occurrence on or about the Premises, or all or any part of the Airport, upon which the Premises is located, in connection with any action, proceeding, demand or claim but only way related to the extent Lessee’s operations and activities. This waiver shall not extend to any and all loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the negligent acts, errorsgross negligence, or omissions by the willful misconduct of the ConsultantLessor or any of its officers, its officials, employees, agents, or subconsultantsvolunteers. D. Lessee shall immediately notify Lessor of any occurrence on Xxxxxx’s use of the Premises, resulting in injury or others for whom death to any person or damage to property of any person. E. If Lessee should contract any work on the Consultant is legally liable, in the performance Premises or subcontract any of Services its obligations under this Contract. The Consultant is not obligated under this paragraph Lease, Lessee shall require each consultant, sub-consultant, contractor and subcontractor to indemnify the Authority Parties for the negligent acts of the Authority Parties. Consultant shall defendindemnify, indemnify and hold harmless the Authority Parties from and against all damagesLessor and its officers, lossesofficials, costs and expenses, of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees and the cost of defense), in connection with any action, proceeding, demand or claim arising out of a violation of any environmental law or regulation in effect during the Term of the Contract by the Consultant, its employees, agents, and volunteers in accordance with the terms of this Section and meet all the insurance requirements in this Lease or subconsultants, as determined by the City’s Risk Manager or others for whom designee. F. The provisions of this Section shall survive the Consultant is legally liable, in the performance termination or expiration of Services under this Contract. The Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority PartiesLease.

Indemnification and Release. Consultant Contractor hereby releases and discharges Authority PCCA and its agents, servants, PCCA representatives, employees, officers, directorsEngineer, and Port Commissioners (collectively, the “Authority Parties”) from liability for and assumes the risk of loss or damage to the property of Consultant Contractor and the injury or death of any person employed by ConsultantContractor. Consultant shall Contractor will defend, indemnify and hold harmless PCCA from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability, and suits of any kind and nature, including but not limited to, personal or bodily injury, death or property damage, made upon PCCA directly or indirectly arising out of, resulting from, or related to Contractor’s activities under this Agreement, including any acts or omissions of Contractor, or any agent, officer, director, representative, employee, consultant or the Authority Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives (collectively, “Contractor Parties”), while in the exercise of performance of the rights or duties under this Agreement (each an “Indemnified Claim”), even if the Indemnified Claim is caused by the joint, concurrent, or comparative negligence of PCCA; provided, however, to the extent an Indemnified Claim arises out of the joint, concurrent, or comparative negligence of the Contractor and PCCA, then Contractor’s obligation to PCCA will only extend to the percentage of the total responsibility of the Contractor Parties in contributing to such Indemnified Claim. Contractor shall protect and indemnify the PCCA from and against all claims, damages, lossesjudgments and losses arising from infringement or alleged infringement of any United States patent, costs and expensesor copyright that arise out of any of the work performed by the Contractor or the use by Contractor, or by PCCA at the direction of Contractor, of any nature whatsoeverarticle or material. Upon becoming aware of a suit or threat of suit for patent or copyright infringement, whether incurred as PCCA shall promptly notify Contractor and Contractor shall be given full opportunity to negotiate a judgmentsettlement. Contractor does not warrant against infringement by reason of PCCA's or Engineer’s design of articles or their use in combination with other materials or in the operation of any process. In the event of litigation, settlement, penalty, fine or otherwise (including reasonable attorneys’ fees PCCA agrees to cooperate reasonably with Contractor and the cost of defense)parties shall be entitled, in connection with any actionsuch litigation, proceedingto be represented by counsel at their own expense. The indemnification in this Section 3.35 shall apply regardless of the amount of insurance coverage held by Contractor, demand including without limitation any such coverage under any worker’s compensation act, disability act, or claim but only to other act or law which would limit the extent caused amount or type of damages, compensation, or benefits payable by or for the Contractor, and shall not be limited by any insurance carried or provided by the negligent acts, errors, Contractor in accordance with the Contract Documents or omissions otherwise. The provisions of this indemnification are solely for the benefit of the Consultantparties hereto and not intended to create or grant any rights, its employeescontractual or otherwise, agents, to any other person or subconsultants, or others for whom the Consultant is legally liable, entity. Contractor shall promptly advise PCCA in the performance of Services under this Contract. The Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Parties. Consultant shall defend, indemnify and hold harmless the Authority Parties from and against all damages, losses, costs and expenses, writing of any nature whatsoever, whether incurred as a judgment, settlement, penalty, fine claim or otherwise (including reasonable attorneys’ fees demand against PCCA or against Contractor which involves PCCA and the cost of defense), in connection with any action, proceeding, demand known to Contractor and related to or claim arising out of a violation Contractor’s activities under this Agreement. These indemnity provisions shall survive the termination of any environmental law or regulation in effect during the Term this Agreement regardless of the Contract by the Consultant, its employees, agents, or subconsultants, or others reason for whom the Consultant is legally liable, in the performance of Services under this Contract. The Consultant is not obligated under this paragraph to indemnify the Authority Parties for the negligent acts of the Authority Partiestermination.