Common use of Indemnification Covenants Clause in Contracts

Indemnification Covenants. (a) Notwithstanding any other provisions in this Fee Agreement or in any other agreements with the County, the Company agrees to indemnify, defend and save the County, its County Council members, elected officials, officers, employees, servants and agents (collectively, the “Indemnified Parties”) harmless against and from all claims by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done on the Project by the Company or any Sponsor Affiliate, their members, officers, shareholders, employees, servants, contractors, and agents during the Term, and, the Company further, shall indemnify, defend and save the Indemnified Parties harmless against and from all claims arising during the Term from (i) Company entering into and performing its obligations under this Fee Agreement, (ii) any condition of the Project, (iii) any breach or default on the part of the Company or any Sponsor Affiliate in the performance of any of its obligations under this Fee Agreement, (iv) any act of negligence of the Company or any Sponsor Affiliate or its agents, contractors, servants, employees or licensees, (v) any act of negligence of any assignee or sublessee of the Company or any Sponsor Affiliate, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Company or any Sponsor Affiliate, or (vi) any environmental violation, non-preexisting condition, or effect with respect to the Project. The Company shall indemnify, defend and save the County harmless from and against all costs and expenses incurred in or in connection with any such claim arising as aforesaid or in connection with any action or proceeding brought thereon, and upon notice from the County, the Company shall defend it in any such action, prosecution or proceeding with legal counsel acceptable to the County (the approval of which shall not be unreasonably withheld).

Appears in 2 contracts

Samples: Tax Agreement, Tax Agreement

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Indemnification Covenants. (a) Notwithstanding any other provisions in this Fee Agreement or in any other agreements with between the Company and the County, (a) the Company agrees shall agree to indemnify, defend indemnify and save the County, its County Council members, elected officials, officers, employees, servants and agents (collectively, the “Indemnified Parties”) ), harmless against and from all claims brought against the Indemnified Parties by or on behalf of any third party person, firm or corporation arising from the conduct or management of, or from any work or thing done on the Expansion Project by the Company or any Sponsor Affiliate, their members, officers, shareholders, employees, servants, contractors, and agents during the Term, and, the Company further, shall indemnify, defend indemnify and save the Indemnified Parties harmless against and from all claims brought against the Indemnified Parties arising during the Term from (i) Company entering into and performing its obligations under this Fee Agreement, (ii) any condition of the Expansion Project, (iiiii) any breach or default on the part of the Company or any Sponsor Affiliate in the performance of any of its obligations under this Fee Agreement, (iviii) any act of negligence of the Company Company, or of any Sponsor Affiliate or its agents, contractors, servants, employees or licensees, (viv) except in such cases where the County has released the Company pursuant to Section 6.01 hereof, any act of negligence of any assignee or sublessee lessee of the Company or any Sponsor AffiliateCompany, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Company or any Sponsor AffiliateCompany, or (viv) any environmental violation, non-preexisting condition, or effect with respect to the Projecteffect. The Company shall indemnify, defend indemnify and save the County Indemnified Parties harmless from and against all reasonable costs and expenses incurred in or by the Indemnified Parties in connection with defending against any such claim arising as aforesaid or in connection with defending against any action or proceeding brought thereon, and upon notice from the CountyIndemnified Parties, the Company shall defend it in any such action, prosecution or proceeding with legal counsel acceptable to the County (the approval of which shall not be unreasonably withheld)proceeding.

Appears in 2 contracts

Samples: Tax and Incentive Agreement, Tax and Incentive Agreement

Indemnification Covenants. (a) Notwithstanding any other provisions in this Fee Agreement or in any other agreements with the County, the Company agrees to indemnify, defend indemnify and save the County, its County Council members, elected officials, officers, employees, servants and agents (collectively, the “Indemnified Parties”) harmless against and from all claims by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done on the Project by the Company or any Sponsor AffiliateCompany, their its members, officers, shareholders, employees, servants, contractors, and agents during the Term, and, the Company further, shall indemnify, defend indemnify and save the Indemnified Parties harmless against and from all claims arising during the Term from (i) Company entering into and performing its obligations under this Fee Agreement, (ii) any condition of the Project, (iiiii) any breach or default on the part of the Company or any Sponsor Affiliate in the performance of any of its obligations under this Fee Agreement, (iviii) any act of negligence of the Company or any Sponsor Affiliate or of its agents, contractors, servants, employees or licenseeslicensees pertaining to the Project or this Agreement, (viv) except in such cases where the County has released the Company pursuant to an approved assignment of this Agreement, any act of negligence of any assignee or sublessee of the Company or any Sponsor AffiliateCompany, or of any agents, contractors, servants, employees or licensees of any assignee or lessee sublessee of the Company pertaining to the Project or any Sponsor Affiliatethis Agreement, or (viv) any environmental violation, non-preexisting condition, or effect with respect to the Project. The Company shall indemnify, defend indemnify and save the County harmless from and against all costs and expenses incurred in or in connection with any such claim arising as aforesaid or in connection with any action or proceeding brought thereon, and upon notice from the County, the Company shall defend it in any such action, prosecution or proceeding with legal counsel reasonably acceptable to the County (the approval of which shall not be unreasonably withheld)County.

Appears in 2 contracts

Samples: Valorem Taxes Agreement, Valorem Taxes Agreement

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Indemnification Covenants. (a) Notwithstanding any other provisions in this Fee Agreement or in any other agreements with between the Company and the County, (a) the Company agrees shall agree to indemnify, defend indemnify and save the County, its County Council members, elected officials, officers, employees, servants and agents (collectively, the “Indemnified Parties”) ), harmless against and from all claims brought against the Indemnified Parties by or on behalf of any third party person, firm or corporation arising from the conduct or management of, or from any work or thing done on the Expansion Project by the Company or any Sponsor Affiliate, their members, officers, shareholders, employees, servants, contractors, and agents during the Term, and, the Company further, shall indemnify, defend indemnify and save the Indemnified Parties harmless against and from all claims brought against the Indemnified Parties arising during the Term from (i) Company entering into and performing its obligations under this Fee Agreement, (ii) any condition of the Expansion Project, (iiiii) any breach or default on the part of the Company or any Sponsor Affiliate in the performance of any of its obligations under this Fee Agreement, (iviii) any act of negligence of the Company Company, or of any Sponsor Affiliate or its agents, contractors, servants, employees or licensees, (viv) except in such cases where the County has released the Company pursuant to Section 6.01 hereof, any act of negligence of any assignee or sublessee lessee of the Company or any Sponsor AffiliateCompany, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Company or any Sponsor AffiliateCompany, or (viv) any environmental violation, non-preexisting condition, or effect with respect to the Projecteffect. The Company shall indemnify, defend indemnify and save the County Indemnified Parties harmless from and against all reasonable costs and expenses incurred in or by the Indemnified Parties in connection with defending against any such claim arising as aforesaid or in connection with defending against any action or proceeding brought thereon, and upon notice from the CountyIndemnified Parties, the Company shall defend it in any such action, prosecution or proceeding with legal counsel acceptable to the County (the approval of which shall not be unreasonably withheld)proceeding.

Appears in 1 contract

Samples: Tax and Incentive Agreement

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