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 extend 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) .
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. To the fullest extent permitted by law, Contracting Party shall protect, indemnify, save, defend and hold harmless the Town of Littleton, including its officials, agents, volunteers, and employees (“Indemnified Parties”), from and against any and all demands, liabilities, obligations, claims, damages, penalties, causes of action, costs, interest and expenses, including but not limited to reasonable attorney and paralegal fees, which Indemnified Parties may become obligated or suffer by reason of any accident, bodily injury, personal injury, economic injury, death of person, or loss of or damage to property, arising indirectly or directly under, out of, in connection with, or as a result of this Contract or the activities of Contracting Parties or its agents, employees, volunteers, contractors, subcontractors, guests, invitees or attendees, and even if caused in whole or in part by any negligent act or omission of Indemnified Parties.
Indemnification & Defense. (a) Each Party (the “Indemnifying Party” for purposes of this Article 9) agrees to indemnify and hold the other Party and any director, officer, employee, agent or assign of the other Party (the “Indemnified Party” for purposes of this Article 9) harmless from and against any and all liabilities (including royalties or license fees), losses, damages, costs and expenses (including reasonable attorneys fees) associated with any claim or action against the Indemnified Party to the extent specified below.
(1) SITA agrees to indemnify and hold WSL, as the Indemnified Party, harmless from and against any claim or action for actual or alleged infringement of any patent, copyright, trademark, trade secret, or similar proprietary right to the extent that such claim or action arises from WSL’s use of Services or use of Services Software in accordance with the terms of the Agreement (“WSL Claims”), provided that the obligations hereunder shall not apply to the extent (i) WSL or another party on WSL’s behalf or direction modifies the Services or Services Software, (ii) WSL uses the Services or Services Software in a manner that does not substantially conform to the applicable instructions and Documentation, or (iii) WSL combines the Services or Services Software with products or services not provided or approved by or through SITA, and no infringement would have occurred without such modification, non-conforming use, or combination. Subject to (i) through (iii) above, the above indemnity shall be deemed to include coverage for any claims, threatened or actual, brought by a third party alleging that any use of a Service by WSL in accordance with the terms of the Agreement infringes such third party’s patents in the area of interactive telecommunications technology and broadband telecommunications technology, including computer telephone integration, voice response technology or interactive call processing.
(2) WSL agrees to indemnify and hold SITA, as the Indemnified Party, harmless from and against any claim or action for actual or alleged infringement of any patent, copyright, trademark, trade secret, or similar proprietary right to the extent such claim or action arises from SITA’s transmission of content (“WSL Information”) originating from WSL or any Worldspan Owned User (“SITA Claims”); provided that the obligations hereunder shall not apply to the extent (i) SITA or another party on SITA’s behalf or direction modifies WSL Information, (ii) SITA or another party ...
Indemnification & Defense. The Board shall defend, hold harmless, and indemnify the Deputy 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 East Baton Rouge Parish School Board. The aforementioned indemnification and defense obligations do not extend to any claims arising out of or in any way connected to disputes between the Board and Deputy Superintendent nor to any claims in which the Deputy Superintendent acted beyond or outside the course and scope of his employment.
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 East Baton Rouge Parish 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. 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, 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. The aforementioned indemnification and defense obligations do not extend to any claims arising out of or in any way connected to disputes between the Board and Superintendent.
Indemnification & Defense. COOPERATION
1. Xxxxxxx shall indemnify, defend, and hold harmless Lower Xxxxxx, its officers, employees, elected officials, and agents (the “Indemnified Parties”) from and against any and all liabilities arising directly out of or in connection with malpractice or negligent acts under this Agreement by Xxxxxxx or any of its agents, provided, however, that the Xxxxxxx shall not be responsible for that portion, if any, of a loss that is caused by the negligence of Lower Xxxxxx.
2. Xxxxxxx shall, upon the Lower Xxxxxx’x demand and at Lower Xxxxxx’x direction, promptly and diligently defend, at Xxxxxxx’x own risk and expense, any and all suits, actions, or proceedings which may be brought or instituted against one or more Indemnified Parties for which Xxxxxxx is responsible under this Section and, further to Xxxxxxx’x indemnification obligations, Xxxxxxx shall pay and satisfy any judgment, decree, loss, or settlement in connection therewith.
3. Xxxxxxx shall, and shall cause its agents to, cooperate with Lower Xxxxxx and in connection with the investigation, defense or prosecution of any action, suit or proceeding in connection with this Agreement, including the acts or omissions of Xxxxxxx in connection with this Agreement.
4. The provisions of this Section shall survive the termination of this Agreement.
