Indemnification/Defense Sample Clauses

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) .

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. 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. 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. (a) Subject in all cases to there being no duplication of claims or indemnity resulting from the co-existence of the present Agreement and the SITA/WSL 2004 Global Telecommunications Agreement, 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 WLP, 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 WLP’s use of Services or use of Services Software in accordance with the terms of the Agreement (“WLP Claims”), provided that the obligations hereunder shall not apply to the extent (i) WLP or another party on WLP’s behalf or direction modifies the Services or Services Software, (ii) WLP uses the Services or Services Software in a manner that does not substantially conform to the applicable instructions and Documentation, or (iii) WLP 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 WLP 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) WLP 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 (“WLP Information”) originating from WLP or any Worldspan Owned User (“SITA...

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. If any action is brought against Tenant pursuant to Section 26(b) or Landlord pursuant to Section 26(d), then the indemnifying party, upon notice from the other, shall defend the same through counsel selected by the indemnified party's insurer or other counsel, in each instance reasonably acceptable to such party.

Indemnification/Defense. The Licensee shall indemnify and hold harmless the Licensor (including Licensor’s officers, directors, agents, and employees) from any Claim from any third party with respect to the performance of the Licensee’s duties under this Agreement and Licensee’s use of the Loading Rack License. The Licensee also agrees to promptly pay any and all of the Licensor’s attorneys’ fees and costs incurred by the Licensor in connection with its defense of any Claim that any third party brings against the Licensor pertaining to the performance of the Licensee’s duties under this Agreement and with respect to Licensee’s use of the Loading Rack License. Upon receipt of any notice or pleading reflecting that a Claim has been made by a third party against the Licensor, the Licensor shall forward a copy of the notice/pleading to the Licensee within five (5) business days of the Licensor’s receipt. Under this Section, the term “Claim” shall be defined to include: (i) litigation commenced by any third party, and (ii) any demand by any third party pertaining to the Licensor’s duties under this Agreement and/or pertaining to Licensee’s use of the Loading Rack License, regardless of whether litigation is commenced. The indemnification obligations under this Agreement shall not be restricted in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Licensee under workers’ compensation acts, disability benefits acts, or other employee benefits acts, and shall extend to and include any actions brought by or in the name of any employee of the Licensor or of any third party to whom Licensor may subcontract a part or all of its work. This indemnification shall continue beyond the Term of this Agreement.