Indemnification/Defense. CHAPTERS and CAMFT agree to mutually indemnify, defend and hold each other harmless from any and all claims, loss, liabilities, damages, costs (including attorneys’ fees and costs) that CAMFT, CHAPTER or any of CAMFT’s or CHAPTER’s past, present, or future officers, directors or employees incurs as a result of the acts or omissions of the other or the breach of this Agreement by either.
Indemnification/Defense. To the fullest extent permitted by law and in compliance with New York General Obligations Law 5-322.1, contractors and their subcontractors will indemnify, defend and hold harmless (dealer / line group / manufacturer) their officers, directors, partners, representatives, agents and employees as well as NFADA from and against any claims, suits, liens, judgments, damages, losses and expenses, including legal fees and all court costs and liability (including statutory liability) arising in whole or in part and in any manner from injury and/or death of person or damage to or loss of any property resulting from the acts, omissions, breach or default of Subcontractor, its officers, directors, agents, employees and subcontractors, directly in connection with the performance of any work by or for Subcontractor, except these claims, suits, liens, judgments, damages, losses and expenses caused by the sole negligence of (dealer / line group / manufacturer) . Subcontractor will defend and bear all costs of defending any actions or proceedings brought against (dealer / line group / manufacturer) its officers, directors, agents and employees and NFADA, arising in whole or in part out of any such acts, omissions, breach or default as a result of the work performed by the subcontractor. This indemnification agreement contemplates partial indemnification which is also known as contractual contribution and that partial indemnification is agreed to by the parties to the full extent of non-negligent liability of any of the indemnities. Dealer / Line Group / Subcontractor (Signature & Date) Manufacturer Representative (Signature & Date)
Indemnification/Defense. To the fullest extent permitted by Law, Supplier shall defend, indemnify, and hold harmless Company and its affiliates, and each of their respective officers, directors, managers, agents, employees, successors and assigns (each, a “Company Indemnified Party” and collectively, “Company Indemnified Parties”) against any claims, liens, lien claims, suits, proceedings, judgments, losses, damages, injuries, penalties, costs, fines, or expenses, including attorneys' fees (collectively, “Losses”), arising out of, resulting from, connected with, or related to: (i) any inaccuracy of any representation or warranty when made by Supplier herein; (ii) Supplier’s breach of warranty or contract (including the terms of this PO);
Indemnification/Defense. Executive shall indemnify the Company from and against any and all actions, suits, proceedings, liabilities, damages, losses, costs and expenses (including attorneys' and experts' fees) arising out of or in connection with any breach or threatened breach by the Executive of any one or more provisions of this Agreement. The existence of any claim, demand, action or cause of action of the Executive against the Company shall not constitute a defense to the enforcement by the Company of any of the covenants or agreements herein.
Indemnification/Defense. Chapters agree to indemnify, defend and hold CAMFT harmless from any and all claims, loss, liabilities, damages, costs (including attorneys fees and costs) that CAMFT, or any of CAMFT’s past, present, or future officers, directors or employees incurs as a result of the acts or omissions of Chapter or Chapter’s breach of this Agreement.
Indemnification/Defense. Client assumes liability for, and shall indemnify, defend and hold harmless LOGO, its agents, employees, officers, and assigns from and against, any and all liabilities, obligations, losses, demands, damages, injuries (including, but not limited to, bodily injury, illness and death), claims, penalties, suits, actions, costs, and expenses, including attorneys fee, of whatsoever kind and nature, relating to or arising out of the use, condition (including LOGO), operation ownership, selection, delivery, leasing, or return of equipment, regardless of wear, how, and by whom operated, or any failure on the part of client to perform or comply with the condition of this lease. Without limiting the generality of forgoing, client shall, at its own cost and expense, defend LOGO against all claims, suits or proceedings commenced by anyone in which LOGO is named as a party for which LOGO is alleged to be liable or responsible as a result of or arising out of the equipment, or any alleged act or omission by LOGO, and client shall be liable and responsible for all costs, expenses, and attorney’s fees incurred in the defense and/or settlement, judgment, or other resolution thereof. In the event any such is commenced naming LOGO as a party. LOGO may, in it’s sole discretion, elect to defend said action on its own behalf with counsel of its choice, and client shall be liable for and reimburse client for all costs, expenses, and attorneys fees incurred by LOGO in such defense.
Indemnification/Defense. Contractor shall hold harmless, indemnify, and defend the Town and its officers, employees, agents, volunteers, successors, and assigns (collectively, “indemnitees”) from and against any and all claims, causes of action, penalties, administrative fines, liabilities, liens, damages, or costs of every kind or nature whatsoever, including reasonable attorneys’ fees and costs (collectively, “costs”) arising from or pertaining to any breach of this Agreement by Contractor or any of its officers, employees, agents, subcontractors, or volunteers (collectively, “Contractor parties”), or arising from or pertaining to any negligence or willful misconduct in the performance of this Agreement by any Contractor party (including, without limitation, for the death of, or severe bodily injury to, any person, or for any claim arising from allegations that an employee/employer relationship exists between the Town and Contractor or any of Contractor’s employees), excepting any claims arising from an indemnitee’s gross negligence or willful misconduct.
Indemnification/Defense. The Board shall defend, hold harmless, and indemnify the Superintendent from any and all demands, charges, claims, suits, actions, judgment and legal proceedings brought against him in his official capacity as agent, officer, and/or employee of the Xxxxxxxxx Xxxxxx School Board. If, in the good faith opinion of the Superintendent, a conflict exists as regards the defense to such claim between the legal position of the Board and the legal position of the Superintendent, the Superintendent may employ his own legal counsel, with approval of the Board. In this event, the Board shall reimburse the Superintendent for his costs of legal defense, at rates not to exceed the maximum hourly rates established by the Attorney General of the State of Louisiana, after a full review of the bills, including the rates and charges, unless it is the finding of the Court that the Superintendent acted outside the course and scope of his duties as Superintendent, in which case the Superintendent shall be responsible for the payment of his own legal fees and costs. In the event that the Board begins an investigation of possible charges to be brought against the Superintendent, or if charges are brought against the Superintendent by the Board, the Board will only pay his attorney’s fees and costs if, after a determination is made that charges are unsubstantiated or otherwise dismissed or determined to be unwarranted, and only after a vote of the Board to do so.
Indemnification/Defense. The Contracting Party agrees to indemnify, defend and hold harmless The Town of Littleton and its officers from any liability, claims, damages, loss, or expense (including attorney’s fees, court costs, and consequential damages) relating in any way to the event or caused from the use of the facility by the Contracting Party, the Contracting Party’s guests or invitees, or the Contracting Party’s agents, such as musicians, decorators, and others working for the Contracting Party. A release of liability form must be signed and made part of this Agreement. In addition, the user must provide a Certificate of Liability naming The Town of Littleton as additionally insured with minimum liability limits of at least $500,000 Single Occurrence. ($2,000,000 in Aggregate and Workers Compensation Insurance if required)
Indemnification/Defense. COOPERATION In addition to, and not in limitation of the insurance requirements, Xxxxxxx agrees:
