Indemnification by City. City shall indemnify, protect, defend, and hold harmless Tenant and Xxxxxx's successors and assigns, officers, directors, employees, agents, subtenants and assignees, from and against all liability, and foreseeable consequential damages, penalties, expenses and costs of any required or necessary remediation, repair, removal, clean up or detoxification, of the Premises and surrounding properties, and from and against the preparation of any clean up, remediation, closure or other required plans, whether such action is required or necessary during or following the term of this Lease, to the full extent that the same is attributable to the use, handling, generation, emission, release, storage, discharge or disposal of hazardous material by City, its agents, employees, and contractors.
Indemnification by City. To the extent allowed under the Oregon Constitution and the Oregon Tort Claims Act and notwithstanding anything to the contrary herein, City shall indemnify and hold Provider, its visitors, guests and agents harmless from and against any and all claims, actions, liabilities, costs, including costs of defense, arising out of or in any way related to any act or failure to act by City and its employees, agents, officers, volunteers in connection with this Agreement. Nothing herein is intended to nor does it create an employment relationship between the Provider and City. Provider is not an employee of the City.
Indemnification by City. City shall indemnify Company and hold it harmless from any and all liability, including reasonable attorney’s fees, caused by or resulting from (i) any acts or omissions of City or any officer, director, agent, or employee thereof.
Indemnification by City. In lieu of and notwithstanding the pro rata risk allocation that might otherwise be imposed between the parties under Government Code section 895.6, County and City agree instead that under Government Code section 895.4, City shall fully indemnify and hold County, its officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of City, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to City under this Agreement. This indemnity shall include, without limitation, reasonable attorneys’ fees, consultants and experts and related costs, and County’s cost of investigating any claim.
Indemnification by City. Operator Indemnitees" are defined as Operator, its members, directors, officers, employees, agents, Volunteers, and independent contractors, but excluding City. City shall indemnify, defend, and hold harmless the Operator Indemnitees from and against all Claims arising out of, relating to, or resulting from acts or omissions by City or Persons Connected with City arising out of, relating to, or resulting from the City's obligations with respect to Management, Use or Operation of the DPAC or the DPAC Plaza. Without limiting the preceding sentence, and as an additional obligation of City, it is agreed that City shall indemnify, defend, and hold harmless the Operator Indemnitees from and against all Claims made by independent contractors, including subcontractors of all tiers, where the independent contractor was engaged by City to perform work on or in the DPAC, except to the extent the Claim is the result of a negligent or wrongful act or omission by Operator. In performing its duties under this Section 6.2.3, City shall defend Operator Indemnitees with legal counsel reasonably acceptable to Operator.
Indemnification by City. Subject to and without in any way limiting the provisions of Section 7 and Section 13 of this Agreement, the City shall indemnify, defend and hold the Port, its successors and assigns, harmless from and against all liabilities, suits, losses, costs, damages, claims, expenses, penalties and/or charges, including, without limitation, reasonable attorneys’ fees and disbursements, suffered or incurred by reason of (i) the breach of any representation, warranty or agreement of the City set forth in this Agreement; (ii) the failure of the City to perform any obligation required to be performed by it under this Agreement; (iii) any liabilities arising out of the ownership, maintenance and/or operation of the Property by the City after closing; or (iv) any injuries to persons or property from any cause occasioned in whole or in part by any acts or omissions of the City, its agents and employees, that occur after closing. The City upon notice from the Port shall defend any such claim at its expense and with counsel reasonably satisfactory to the Port. This indemnification is intended for the sole benefit of the Port and shall not inure to the benefit of any third party.
Indemnification by City. CITY shall indemnify and hold BEMS harmless from and against any and all liability, losses, damages, claims, causes of action and expenses connected therewith (including reasonable attorneys’ fees) caused or asserted to have been caused, directly, by or as a result of any negligence by CITY, its employees, agents or contractors under this Agreement. CITY shall not be liable for any consequential, special or punitive damages and this exclusion for such damages shall be co-extensive with that set forth for BEMS in Article XIV above.
Indemnification by City. City shall indemnify and hold harmless the County, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives from any liability, claim, damage or action whatsoever, based or asserted upon any act or omission of City, its officers, employees, contractors, agents or representatives arising out of or in any way relating to this Agreement, including but not limited to property damage, bodily injury, or death. City shall defend, at its sole cost and expense, including but not limited to attorney fees, cost of investigation, defense and settlements or awards, the County, its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives in any such action or claim. With respect to any action or claim subject to indemnification herein by City, City shall, at its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of County; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes City's indemnification of County. City's obligations hereunder shall be satisfied when City has provided to County the appropriate form of dismissal (or similar document) relieving the County from any liability for the action or claim involved. Any insurance coverage shall in no way limit or circumscribe City's obligations to indemnify and hold harmless the County.
Indemnification by City. Subject to Section 10.3, City hereby agrees to indemnify ATS and its direct and indirect subsidiaries, managers, officers, directors, employees, agents, representatives and successors (individually an "ATS Party" and collectively, the "ATS Parties") against any and all Losses which may be imposed on or incurred by any ATS Party arising out of or related to the gross negligence or willful misconduct of City, its employees, contractors or agents which result in death or bodily injury to any natural person (including third parties) or any damage to any real or tangible personal property (including the personal property of third parties), except to the extent caused by the gross negligence or willful misconduct of ATS. Upon the termination of this Agreement and subject to Section 10.3, City agrees to indemnify ATS Parties against any and all Losses which may be imposed on or incurred by any ATS Party arising out of or related to (a) any claim, action or demand (a “Claim”) related to the Systems, if City retains the Systems or (b) if City elects for ATS to remove the Systems pursuant to Section 15.2(iv), any Claim related to the foundation, conduit, or other below-grade infrastructure.
Indemnification by City. Subject to and without in any way limiting the provisions of Section 7 and Section 13 of this Agreement, the City shall indemnify, defend and hold the Port, its successors and assigns, harmless from and against all liabilities, suits, losses, costs, damages, claims, expenses, penalties and/or charges, including, without limitation, reasonable attorneys’ fees and disbursements, suffered or incurred by reason of (i) the breach of any representation, warranty or agreement of the City set forth in this Agreement; (ii) the failure of the City to perform any obligation required to be performed by it under this Agreement; (iii) any liabilities arising out of the ownership, maintenance and/or operation of the Property by the City after closing; (iv) any claims, liabilities, losses and defense costs incurred by the Port, including attorneys fees, as a result of the City’s assertion that the Port’s sale of the Property to the City qualifies as a transfer under Section 12.12 of the O & M Agreement and deemed removed from the Corridor, thereby removing the O & M Agreement as an encumbrance on the Property or (v) any injuries to persons or property from any cause occasioned in whole or in part by any acts or omissions of the City, its agents and employees, that occur after closing. The City upon notice from the Port shall defend any such claim at its expense and with counsel reasonably satisfactory to the Port. This indemnification is intended for the sole benefit of the Port and shall not inure to the benefit of any third party.
