Common use of Indemnification Covenants Clause in Contracts

Indemnification Covenants. (a) The Company shall and agrees to indemnify and hold the County and its County Council members, elected officials, officers, agents and employees, and the Sponsor Affiliate and its officers, directors, shareholders, agents and employees (collectively, the “Indemnified Parties”) harmless from and against the cost, fees and expenses of any litigation (including reasonable attorneys’ fees) initiated by a third party against any of the Indemnified Parties, and any other loss, damage or liability incurred by the Indemnified Parties, to the extent relating in any manner to, or arising because of, this Fee Agreement, except to the extent that such litigation, loss, damage or liability arises from the grossly negligent act or omission, or willful misconduct, of any of the Indemnified Parties; provided, however, that the Company’s liability pursuant to this indemnification provision shall be limited by the provisions of the South Carolina Tort Claims Act, Section 15-78-10 et seq. of the Code of Laws of South Carolina, 1976, as amended, to the extent those provisions provide full or limited immunity to governmental parties from third party claims and prohibit recovery of punitive or exemplary damages. With the consent of the County, which shall not be unreasonably withheld, the Company may, at its own expense, defend the County and its officers, agents and employees in any such action or proceeding. The Parties agree that, if and to the extent that the Company or any of its contractors, agents, officers or employees, or any of its insurers, make any payment to any of the Indemnified Parties pursuant to this Section for reasons other than an action or failure to act by the Company or any of its contractors, agents, officers or employees, the Council will, upon request by the Company, reasonably cooperate with and support any efforts by the Company or any of its contractors, agents, officers or employees, or any of its insurers, to recover from such third party some or all of such payment. (b) The provisions of this Section shall survive termination or expiration of this Fee Agreement.