Indemnification by the District. The District covenants and agrees to indemnify, defend and hold Lessee harmless from and against any and all losses, claims, suits, damages and expenses (including reasonable attorneys’ fees) asserted by third parties arising out of the condition of the Site existing prior to the commencement of this Site Lease and/or the Facilities Lease, whether or not known to District; provided, however, that the District shall not be required to indemnify Lessee in the event that such liability or damage is caused by the negligent or intentional wrongful act or omission of Lessee. All liabilities under this Site Lease on the part of District are solely liabilities of District, and Lessee hereby releases each and every trustee, officer, employee, agent, representative, and volunteer of District from any personal liability or individual liability under this Site Lease. Except as otherwise provided in this section, no trustee, officer, employee, agent, representative, or volunteer of District shall at any time or under any circumstances be individually or personally liable for anything done or omitted to be done by District under this Site Lease. District further agrees to defend and hold lessee harmless from and against any and all losses, claims, suits, damages and expenses (including reasonable attorneys’ fees) asserted by third parties arising out of its beneficial occupancy of the site prior to the completion of construction, if any; provided, however, that the District shall not be required to indemnify Lessee in the event that such liability or damage is caused by the negligent or intentional wrongful act or omission of Lessee.
Indemnification by the District. (i) Subject to the limitations on liability provided in Article 7, Section 10.13, and this Section 10.2 and to the extent not in violation of La. R.S. 38:2195, the District agrees that to the fullest extent permitted by law, it will defend, indemnify and hold harmless the Operator and its Affiliates and Contractors, and their respective Representatives (the “Operator Indemnified Parties”) from and against (and pay the full amount of) any Loss-and-Expense, and will defend the Operator Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property and for any Loss-and-Expense to the extent arising out of (A) any breach by the District of any representation, warranty or covenant of the District in this Agreement, (B) any Third Party claims for which the District has assumed responsibility under this Agreement, (C) the gross negligence or willful misconduct of any District Indemnified Party, (D) any Loss-and-Expense to the extent attributable to actions or omissions with respect to the ownership, operation, maintenance, or any environmental condition of the East Bank Parish System occurring or existing prior to the Transfer Date,
Indemnification by the District. If the Contract has any provision that requires the District to indemnify, defend and/or hold harmless the Contractor, such provision will be void and have no force or effect.
Indemnification by the District. To the extent permitted by law, the District agrees to indemnify and hold harmless the Bank and each of its Related Parties (each an “Indemnitee”) from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever which an Indemnitee may incur (or which may be claimed against an Indemnitee by any Person) by reason of or in connection with the execution and delivery of and consummation of the transactions contemplated under the Letter of Credit and this Agreement and the other Related Documents, including, without limitation, (i) the offering, sale, remarketing or resale of the Bonds (including, without limitation, by reason of any untrue statement or alleged untrue statement contained or incorporated by reference in any preliminary official statement or official statement (other than those statements relating to the Bank supplied in writing by the Bank expressly for inclusion therein), or in any supplement or amendment thereof, prepared with respect to the Bonds, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading or the failure to deliver a preliminary official statement or an official statement to any offeree or purchaser of Bonds) and (ii) the execution and delivery of, or payment or failure to pay by any Person under, this Agreement; provided, however, that the District shall not be required to indemnify an Indemnitee for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the willful misconduct or gross negligence of the Indemnitees. Nothing in this Section 7.05(b) is intended to limit the obligations of the District under the Bonds or of the District to pay its Obligations hereunder and under the Related Documents. The foregoing notwithstanding, the obligations of the District under this Section 7.05(b) shall not be or constitute general obligations or indebtedness of the District within the meaning of any constitutional or statutory provision, but are payable from and solely secured by a lien upon and pledge of the Pledged Funds which pledge and lien is junior and subordinate in all respects to the pledge and lien upon such Pledged Funds granted to the holders of the Bonds.
Indemnification by the District. The District covenants and agrees to indemnify, defend and hold Lessee harmless from and against any and all losses, claims, suits, damages and expenses (including reasonable attorneys’ fees) asserted by third parties arising out of the condition of the Site existing prior to the commencement of this Site Lease and/or the Facilities Lease, whether or not known to District; provided, however, that the District shall not be required to indemnify Lessee in the event that such liability or damage is caused by the negligent or intentional wrongful act or omission of Lessee. All liabilities under this Site Lease on the part of District are solely liabilities of District, and Lessee hereby releases each and every trustee, officer, employee, agent, representative, and volunteer of District from any personal liability or individual liability under this Site Lease. Except as otherwise provided in this section, no trustee, officer, employee, agent, representative, or volunteer of District shall at any time or under any circumstances be individually or personally liable for anything done or omitted to be done by District under this Site Lease.
Indemnification by the District. The District shall indemnify the Owner and each Participant, within fifteen (15) days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) payable or paid by the Owner or such Participant or required to be withheld or deducted from a payment to the Owner or such Participant and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes and Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the District by the Owner shall be conclusive absent manifest error.
Indemnification by the District. (i) Subject to the limitations on liability provided in Article 7, Section 10.13, and this Section 10.2 and to the extent not in violation of La. R.S. 38:2195, the District agrees that to the fullest extent permitted by law, it will defend, indemnify and hold harmless the Operator and its Affiliates and Contractors, and their respective Representatives (the “Operator Indemnified Parties”) from and against (and pay the full amount of) any Loss-and-Expense, and will defend the Operator Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property and for any Loss-and-Expense to the extent arising out of (A) any breach by the District of any representation, warranty or covenant of the District in this Agreement, (B) any Third Party claims for which the District has assumed responsibility under this Agreement, (C) the gross negligence or willful misconduct of any District Indemnified Party, (D) any Loss-and-Expense to the extent attributable to actions or omissions with respect to the ownership, operation, maintenance, or any environmental condition of the East Bank Parish System occurring or existing prior to the Commencement Date, (E) any claim brought by a retail or wholesale utility customer of the District, and (F) any claim that (x) the Operator’s use of any Intellectual Property of the District, provided by or on behalf of the District or District Related Parties, except Intellectual Property procured by or selected by the District based upon the recommendation of the Operator in accordance with this Agreement, or (y) the Operator’s use of the Intellectual Property of the District in accordance with this Agreement, infringes or otherwise violates Intellectual Property rights of any third party; provided that such indemnity shall exclude: Loss-and-Expense to the extent arising out of: (1) any matter for which the Operator is responsible under this Agreement, (2) the negligence or willful misconduct of any Operator Indemnified Party, (3) any Force Majeure event or Operator Fault, (4) any act or omission of any Operator Indemnified Party determined to be responsible for or contributing to the Loss-and-Expense, or (5) any act or omission with respect to the ownership, operation, maintenance, or any environmental condition of the AWT Assets occurring or existing prior to the Commencement Date.
(ii) A Operator Indemnified Party shall promptly notify the District of the assertion of any Third...
Indemnification by the District. The District agrees that to the extent permitted by applicable law, it will protect, indemnify, and hold harmless the County and its elected officials, administrators, and employees (“County Indemnified Parties”) from and against (and pay the full amount of) all liabilities, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions, and reasonable attorney’s fees (collectively, “Loss-and-Expense”), and will defend the County Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of (1) the negligence of the District or any of its officials, administrators, and employees, in connection with its obligations or rights under this Agreement, (2) any District breach of this Agreement, or the (3) performance-or non-performance of the District’s obligations under this Agreement. The District shall not, however, be required to reimburse or indemnify any County Indemnified Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any County Breach, (b) the negligence or other wrongful conduct of any County Indemnified Party, or (c) any Uncontrollable Circumstance. A County Indemnified Party shall promptly notify the District of the assertion of any claim against it for which it is entitled to be indemnified, shall give the District the opportunity to defend such claim, and shall not settle the claim without the approval of the District. These indemnification provisions are for the protection of the County Indemnified Parties only and shall not establish, of themselves, any liability to third parties. The provisions of this subsection shall survive termination of this Agreement.
Indemnification by the District. The District hereby agrees to defend, indemnify and hold harmless the City of Santa Xxxxxx, its City Council, boards and commissions, officers, agents, employees, and volunteers (collectively “City”) from and against all claims, damages, losses, expenses, demands, liability, lawsuits, and judgments including, but not limited to, attorney’s fees, arising directly or indirectly from or in any manner related to the District’s possession, occupancy or use of the Premises pursuant to this Agreement or arising from or in any manner connected to the District’s business, activities, operations, services or work conducted in, or about the Premises, except as otherwise expressly stated herein. For purposes of this paragraph, District use of the premises shall also include use by any organization, entity or individual other than the City and the City’s agents. However, the District shall not be required to indemnify the City where such claim arises from the negligence or wrongful misconduct of the City. The City shall promptly notify the District of any claim and cooperate with the District in connection with the defense of such claim.
Indemnification by the District. The District shall assume the defense of, indemnify and save harmless, the City, 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 District with respect to this Agreement; provided, however, that the District 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.
