Indemnification by the City. To the extent permitted by the laws of the State, the City shall indemnify the Bank and each Related Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the City arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Related Document, the Official Statement or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or in the case of an Indemnitee only, the administration of this Agreement and the other Related Documents, (ii) any Liquidity Advance, Term Loan or the Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Bank to honor a demand for payment under the Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the City, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the negligence or willful misconduct of such Indemnitee. The City assumes all risks associated with the acceptance by the Bank of documents received by the Bank by email or facsimile, it being agreed that the use of facsimile or email is for the benefit of the City and that the Bank assumes no liabilities or risks with respect thereto.
Indemnification by the City. To the fullest extent permitted by Laws and Regulations, the City shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and consultants from and against any and all claims, cost, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of the City or the City’s officers, directors, members, partners, agents, employees, consultants, or others retained by or under contract to the City with respect to the Agreement or to the Project.
Indemnification by the City. The BNSF Remediation Obligation obligates BNSF, in specified situations, to investigate, remediate, respond to or otherwise cure (collectively, “Remediate” or “Remediation”) certain environmental conditions related to releases of Hazardous Substances or the violation of any Environmental Law. Effective upon the closing of the transaction contemplated by this Agreement, and pursuant to the BNSF Deed and the Clarification to Assignment of BNSF Remediation Obligation described in Section 13.5 below, the Port assigns to the City all rights and obligations it holds to the BNSF Remediation Obligation in so far as those rights and obligations pertain to the Property. Thereafter, as between the City and the Port, the City will be responsible for all costs of Remediation of Hazardous Substances released on or from the Property or violations of any Environmental Law relating to the Property except to the extent (i) caused by or resulting from the acts of the Port or its officers, employees, agents or contractors, or (ii) materially exacerbated by the acts of the Port or its officers, employees, agents or contractors so as to release BNSF from or reduce its liability under the BNSF Remediation Obligation. The City shall have no duty to indemnify or defend the Port for Losses sustained as a result of claims (A) attributable to the operations of GNP and/or Eastside Community Rail, and (B) that arose during any period of time in which there was a lapse in the insurance required of GNP, Eastside Community Rail and/or Xxxxxxx Terminal Railroad Company LLC (subcontractor to Eastside Community Rail) by the O&M Agreement. The Port agrees that in the event the City is required to Remediate Hazardous Substances released on or from the Property, the Port shall cooperate with the City to obtain reimbursement of costs of Remediation from BNSF as provided in the BNSF Remediation Obligation found in the BNSF Deed. The City’s obligations under this Section 13 do not include any losses for which the Port is required to provide indemnification under Section 14.
Indemnification by the City. Subject to the other terms and conditions of this ARTICLE XI, the City shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any inaccuracy in or breach of any of the representations or warranties of Blue Water or the City contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Blue Water or the City pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Blue Water or the City pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Blue Water or the City pursuant to this Agreement;
(c) any Excluded Asset or any Excluded Liability; or
(d) any third party claim based upon, resulting from or arising out of Blue Water’s or the City’s ownership or operation of the Telecom System conducted, existing or arising on or prior to the Closing Date other than claims based upon, resulting from or arising out of any breach of representation, warranty or covenant of Buyer under this Agreement.
Indemnification by the City. The City agrees to indemnify and hold harmless the Democratic Party, the DNC and their respective affiliates (including the DNC Executive Committee, 2020 Convention Technical Advisory Group and associated technical advisors, and Democratic Properties Corporation), together with their respective directors, officers, employees, agents, attorneys, volunteers, consultants and consulting staff (collectively, the “DNC Indemnitees”) and the Host Committee and its directors, officers, employees, agents, attorneys, volunteers, consultants and consulting staff (collectively, the “Host Committee Indemnitees), from and against any and all Losses which may be imposed upon, incurred by or asserted against the DNC Indemnitees and Host Committee Indemnitees in any matter both (1) arising from or related to this City Agreement and- (2) caused by the City’s or one of its employees’ or officers’ negligent acts or omissions to the extent the City is liable under applicable Wisconsin statutory or common law. Nothing in this Section 6.2 shall waive any privilege, defense or immunity to which the City is entitled pursuant to applicable Wisconsin statutory or common law.
Indemnification by the City. In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the City hereby agrees, to the extent permitted by law, to indemnify and hold harmless the Bank and its officers, directors and agents and each Participant (the “Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever (including reasonable attorneys’ fees) which the Bank and each Participant may incur (or which may be claimed against the Bank and each Participant by any Person or entity whatsoever) by reason of or in connection with the transactions contemplated by this Agreement, including, without limitation
(a) the execution and delivery or transfer of, or failure to pay the Notes; (b) the use of the proceeds of the Revolving Loans; or (c) the use or occupancy of the Project by any Person; provided, however, that the City shall not be required to indemnify the Bank for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, that any such claim, damage, loss, liability, cost or expense shall be caused by the Bank’s gross negligence or willful misconduct in connection with the Revolving Loans or the Term Loans. If any proceeding shall be brought or threatened against an Indemnitee by reason of or in connection with the events described in clause (a), (b) or (c) (and except as otherwise provided in clauses (i) or (ii) below), the Bank shall promptly notify the City in writing. The Bank shall have the right to employ its own counsel and to determine its own defense of such action in any such case, and the fees and expenses of such counsel shall be at the expense of the City.
Indemnification by the City. The City shall assume the defense of, indemnify and save harmless, the District, its officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of the City with respect to this Agreement; provided, however, that the City shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees.
Indemnification by the City a. Subject to the terms and conditions of this Agreement, the City hereby agrees, to the extent permitted by law, to indemnify, defend, and hold harmless the Sponsor, its subsidiaries and affiliates, officials, employees, agents, and volunteers and their respective successors and assigns from and against all costs, damages, liabilities, claims, causes of actions, and expenses (including reasonable attorney’s fees and expenses) arising out of or resulting from performance of this Agreement, that results from any claim for damage, including without limitation, bodily injury, sickness, disease, death, or any injury to or destruction of tangible or intangible property, including any loss of use resulting therefrom that is caused in whole or in part by the negligent act or omission of the City, or anyone for whose acts it may be liable. The City does not waive its governmental immunity by entering into this Agreement and fully retains all immunities and defenses provided by law. This Section shall survive termination or expiration of this Agreement.
b. The City agrees that Sponsor shall be an additional insured on the City’s general liability insurance with respect to activities undertaken as part of the Bike Share Program.
Indemnification by the City. The City shall completely and unconditionally indemnify, defend and hold the Owner, its officers, managers, members, directors, employees, contractors, agents and representatives and their successors and assigns (collectively, the “Hotel Parties”) harmless from and against any and all liabilities, losses, damages, causes of action, suits, claims, judgments or expenses, including reasonable attorneys' fees and court costs and expenses (collectively, “Claims”), asserted or arising out of or relating in any way, directly or indirectly from the use or occupancy of any part of the hotel property (the “Property”) or the use of any hotel services (“Services”) by the City or any of the City’s servants, agents, licensees, employees, contractors, volunteers, or invitees (including without limitation any persons the City permits or causes to occupy any rooms in the hotel) (collectively, “Invitees”) made or asserted directly by the Hotel or by any third parties (including any employees of the Hotel) for bodily injury, sickness, disease, loss of consortium or services, death or damage to property, by reason of or incident to the City’s or its Invitees use of the Property or Services, excluding Claims arising from the gross negligence or willful misconduct of the Hotel Parties or a breach of the Hotel’s obligations under this Agreement. Notwithstanding anything set forth in this Agreement to the contrary, with respect to direct claims of the Hotel, the City shall not be required to pay the Hotel’s attorneys’ fees or costs and the City’s obligation to indemnify shall be resolved on a comparative negligence basis. Further, notwithstanding anything set forth in this Agreement to the contrary, Claims of the Hotel Parties shall be net of any insurance or other prior or subsequent recoveries (including under or pursuant to any insurance policy, indemnity, reimbursement agreement or contract pursuant to which or under which any Hotel Party is a party or has rights) actually received by the Hotel Parties in connection with the facts giving rise to the right of indemnification. Each Hotel Party shall use its reasonable best efforts to take all actions reasonably necessary to file claims pursuant to any applicable insurance policies. If, after using such reasonable best efforts, the Hotel Parties are unable to obtain recovery under an applicable insurance policy, then at City’s request, the Hotel Parties shall reasonably cooperate with the City to take such actions as the City ma...
Indemnification by the City. The City agrees to indemnify, defend, save and hold harmless Owner and its respective directors, officers, officials, agents and employees for, from and against any and all claims, demands, actions, liabilities, damages, losses, or expenses (including court costs, attorney’s fees, and costs of claim processing, investigation and litigation) (hereinafter collectively referred to as “Claims”) for personal injury (including death) or property damage caused, or alleged to be caused, in whole or in part, or in connection with its use of the property for a pyrotechnics display, including without limitation, any and all negligent or willful acts or omissions of the City or any of the City’s directors, officers, officials, agents, employees, volunteers or subcontractors. This indemnity includes any claim or amount arising or recovered under the Workers’ Compensation Law or arising out of the failure of the City to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that Owner shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Owner, be indemnified by City from and against any and all Claims. It is agreed that the City will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable.
