Indemnification by Agency. The Agency shall indemnify, defend, and hold harmless the Company, its shareholders, directors, officers, employees, and representatives, its Affiliates, agents, contractors, or licensees and their respective directors, officers, and employees (the “Company Parties”), from and against all Claims asserted against the Company or any Company Parties for any loss of or damage to property or death or injury to persons (except for workers’ compensation claims) resulting from any negligent act or omission of the Agency or any Agency Parties that results from the performance of this Agreement by the Agency, except to the extent such loss, damage, injury, or death is attributable to the negligence, misconduct, or breach of this Agreement by the Company or any Company Parties.
Indemnification by Agency. (A) The Agency shall defend, indemnify and hold harmless the Commission, including its members and department employees, from any claim or liability whether based on a claim for damages to real or personal property or to a person for any matter relating to or arising out of the Agency's performance of its obligations under this Agreement.
Indemnification by Agency. Agency agrees to indemnify, defend and hold harmless Client (including its respective officers, directors, employees, agents, successors and assigns) from and against any and all losses, damages, claims, suits, actions, and costs of any kind, including reasonable costs of investigation or defense (including attorneys’ fees), that arise or are alleged to have arisen out of, or in connection with: (a) the gross negligence or willful misconduct of Agency or its personnel arising from the performance or nonperformance of Services; or (b) Agency’s breach of its obligations under this Agreement. It is understood and agreed that this acknowledgment is given as a full release of liability to the Client.
Indemnification by Agency. Agency shall defend, indemnify and hold UCLA, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, Attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Agency and/or its Temporary Staff.
Indemnification by Agency. Agency shall indemnify and hold Company harmless against any liability Company may incur as a result of any act of Agency in violation of this Agreement or outside the scope of authority granted to Agency pursuant to this Agreement or any action of Agency which is in violation of any law or regulation, except to the extent Company has caused, contributed to, or compounded such failure. Agency shall also reimburse Company for any legal or other expenses reasonably incurred by Company in connection with investigating any such liabilities. Agency shall promptly notify Company upon receipt of notice of the commencement of any action relating to such liabilities, and Agency shall be entitled to participate in such action, or to assume the defense of such action with counsel of its own selection. If Agency assumes defense of any such action, it shall not be liable to Company for any legal or other expenses subsequently incurred by Company in connection with such action.
Indemnification by Agency. Agency shall indemnify and hold harmless Xxxx Benefits and each of its affiliates and their shareholders, directors, officers and employees (“Xxxx Benefits Indemnitees”) from and against any and all losses, claims, damages (compensatory and punitive), liabilities and expenses stemming from third-party claims or any government investigation, including reasonable costs of investigation and reasonable legal counsel fees and disbursements, which may be imposed upon or incurred by any of the Xxxx Benefits Indemnitees as the result of (a) any breach by Agency of any term or provision of this Agreement, (b) any error, omission or grossly negligent or willful misconduct of Agency in rendering or performing any of the services contemplated herein to be performed by Agency, or (c) any violation or breach caused by Agency of any federal, state or local law, regulation or rule, including without limitation, any state insurance law, regulation or rule.
Indemnification by Agency. Agency shall indemnify, defend, and hold harmless Company and the Authorized Carriers, as well as their respective Affiliates and respective Representatives, from and against all claims, actions, causes of action, proceedings, suits, investigations, fines, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever, incurred by or asserted against Company by any non-Party as a result of or arising from Agency’s or its Representatives’ (i) negligence or recklessness (ii) intentional or willful misconduct, (iii) misrepresentation, (iv) illegal act or omission, (v) failure to comply with applicable Laws, or (vi) breach of this Agreement, provided that Company provides Agency with prompt written notice of any matter giving rise to indemnification. Agency shall have the right to control the defense of any such matter, and Company and the Authorized Carriers shall cooperate with Agency in the defense of the matter as reasonably requested. Agency shall not settle any matter giving rise to an indemnification claim in a manner adverse to Company or the Authorized Carriers without their written consent.
Indemnification by Agency. Agency will indemnify, defend, and hold the original donor, Feeding America, and Client, and their respective directors, officers, employees, and assigns (together, “Indemnified Parties”) harmless from and against any and all claims, liabilities, damages, and expenses, including, without limitation, claims arising from death or personal injury, taxes, and attorneys’ fees and expert witness costs, arising from or in relation to: (a) Agency’s storage, maintenance, transportation, use, or distribution of any Products or any other products; or (b) any breach by Agency of its obligations under this Agreement. Agency will have no obligation to indemnify any Indemnified Party to the extent the liability is caused solely by such Indemnified Party’s gross negligence or willful misconduct.
Indemnification by Agency. At all times hereafter, Agency hereby agrees to defend, indemnify, and hold Company harmless from and against all claims, actions, causes of action, liability, or loss which result from any negligent or willful acts, errors, or omissions of Agency, or the Stores, their employees, representatives, agents, or sub-agents in the performance or breach of duties under this Agreement. Agency further agrees that in the event Company or any Store is in violation of any code, statute, regulation, or bulletin due to the negligent or willful acts, errors or omissions of Agency, or Store, its employees, representatives, agents, or sub-agents, then Agency shall assume the responsibility and liability for such act and shall indemnify and hold Company harmless for such liability and loss. Loss shall include, but not be limited to, all damages, costs, expenses, reasonable attorneys' fees, penalties, fines, direct damages, verdicts (including punitive damages to the extent permissible by law), and any other expense or expenditure incurred by Company. This Section shall survive termination of this Agreement.
Indemnification by Agency. If pennissible under applicable state law, Agency agrees to defend, indemnify and hold harmless Lyft and its directors, officers, employees and agents from and against any and all third party claims, actions, proceedings, judgments, , damages, losses, errors, omissions, penalties, forfeitures, costs, expenses and fees (including reasonable and documented attorneys' fees) arising out of or related to (i) Agency's breach of this Agreement; (ii) Agency's violation of any of its representations and/or warranties in Section 9(a); (iii) any allegation that Xxxx's use of Agency's Marks or intellectual property as permitted herein infringes or misappropriates the intellectual property rights of a third party, including without limi1ation patent, copyright. trademark or other proprietary or intellectual property rights of such third party; and (iv) Agency's violation of any applicable law or regulation in connection with the performance of this Agreement. In the event Agency is precluded. by law or regulation, from indemnifying Lyft for any third party claims resulting from Agency's actions in this Section 1 l (a)(ii), Lyft may suspend the Services in accordance with Section 16(e) below. In the event Lyft is subject to third party claims resulting from Agency's violation of privacy laws, including the notices and consents requirements in Section 5 of this Agreement, Lyft may terminate this Agreement upon ten (10) days prior written notice.
