Indemnification/Duty to Defend Sample Clauses

Indemnification/Duty to Defend. During and after the term hereof, consultant agrees to indemnify and save and hold harmless the County from any and all causes of action, claims, loss or damages, including reasonable attorney’s fees incurred in connection therewith, resulting to the County in the performance of this Agreement, provided such damages are the result of consultant’s, its directors’, officers’, agents’, or independent contractors’ negligence, recklessness or intentional misconduct. Upon written request by County, consultant shall defend and provide legal representation for any claims arising out of this Agreement due to the actions or inactions of consultant or its employees or agents, by attorneys and other professionals approved by County. Notwithstanding the foregoing, County may, in its sole discretion, engage its own attorneys and other professionals to defend or assist them with respect to such matters, and, at the option of County, its attorneys shall control the resolution of such matters. Upon demand, consultant shall pay or, in the sole and absolute discretion of the County, reimburse the County for the payment of reasonable fees and disbursements of attorneys and other professionals in connection therewith. This indemnity obligation does not include liabilities caused by or resulting from the sole negligence of County.
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Indemnification/Duty to Defend. During and after the term hereof, Xxxxxx agrees to indemnify and save and hold harmless the County from any and all causes of action, claims, loss or damages, including reasonable attorney’s fees incurred in connection therewith, resulting to the County from any acts of Xxxxxx, its directors, officers, agents, or independent workers in the performance of this agreement. Upon written request by County, Xxxxxx shall defend and provide legal representation for any claims arising out of this agreement due to the actions or inactions of Lessee or its employees or agents, by attorneys and other professionals approved by County. Notwithstanding the foregoing, County may, in its sole discretion, engage its own attorneys and other professionals to defend or assist them with respect to such matters, and, at the option of County, its attorneys shall control the resolution of such matters. Upon demand, Xxxxxx shall pay or, in the sole and absolute discretion of the County, reimburse the County for the payment of reasonable fees and disbursements of attorneys and other professionals in connection therewith.
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Indemnification/Duty to Defend. During and after the term hereof, CONSULTANT agrees to indemnify and hold harmless COUNTY for all personal injuries, deaths, property loss or damage, or any other damages to any and all third parties, from any and all causes of action, claims, loss or damages, including reasonable attorney’s fees incurred in connection therewith, resulting to COUNTY from any acts of the CONSULTANT, its directors, officers, agents, or independent contractors in the performance of this Agreement. Upon written request by COUNTY, CONSULTANT shall defend and provide legal representation for any claims arising out of this Agreement due to the actions or inactions of the CONSULTANT or its employees or agents, by attorneys and other professionals approved by COUNTY. Notwithstanding the foregoing, COUNTY may, in its sole discretion, engage its own attorneys and other professionals to defend or assist them with respect to such matters, and, at the option of COUNTY, its attorneys shall control the resolution of such matters. Upon demand, CONSULTANT shall pay or, in the sole and absolute discretion of the COUNTY, reimburse the COUNTY for the payment of reasonable fees and disbursements of attorneys and other professionals in connection therewith. This indemnity obligation does not include liabilities caused by or resulting from the sole negligence of COUNTY.
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Indemnification/Duty to Defend. Vendor shall assume all responsibility for damages to property and/or injuries to persons, including accidental death, which may arise out of or be caused by Vendor's services under this Agreement, or by its subcontractor or by anyone directly or indirectly employed by Vendor, and whether such damage or injury shall accrue or be discovered before or after the termination of the Agreement. Except as to the sole active negligence or willful misconduct of OCSD, Vendor shall indemnify, protect, defend and hold harmless OCSD, its elected and appointed officials, officers, agents and employees, from and against any and all claims, liabilities, damages or expenses of any nature, including attorneys' fees: (a) for injury to or death of any person or damage to property or interference with the use of property, arising out of or in connection with Vendor's performance under the Agreement, and/or (b) on account of use of any copyrighted or uncopyrighted material, composition, or process, or any patented or unpatented invention, article or appliance, furnished or used under the Agreement, and/or (c) on account of any goods and services provided under this Agreement. This indemnification provision shall apply to any acts or omissions, willful misconduct, or negligent misconduct, whether active or passive, on the part of Vendor or anyone employed by or working under Vendor. To the maximum extent permitted by law, Vendor's duty to defend shall apply whether or not such claims, allegations, lawsuits, or proceedings have merit or are meritless, or which involve claims or allegations that any of the parties to be defended were actively, passively, or concurrently negligent, or which otherwise assert that the parties to be defended are responsible, in whole or in part, for any loss, damage, or injury. Vendor agrees to provide this defense immediately upon written notice from OCSD, and with well qualified, adequately insured, and experienced legal counsel acceptable to OCSD. This section shall survive the expiration or early termination of the Agreement.
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Indemnification/Duty to Defend. Except as otherwise permitted, provided, limited or required by law, including without limitation California Government Code Sections 825, 995, and 995.2 through 995.8, the City will defend and pay any costs and judgments assessed against XXXXX arising out of an act or omission by XXXXX occurring in the course and scope of XXXXX’x performance of his duties under this Agreement, except for civil, criminal or administrative actions solely and recklessly initiated by XXXXX. However, in the event the CITY provides funds for legal criminal defense pursuant to this section and terms of the Government Code, XXXXX shall reimburse the CITY for such legal criminal defense funds if XXXXX is convicted of a crime involving an abuse of office or position, as provided by Government Code Sections 53243 - 53243.4.
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Indemnification/Duty to Defend 
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Related to Indemnification/Duty to Defend

  • Duty to Defend The Consultant’s obligation in Subsection 11.1 above applies to the maximum extent allowed by law and includes defending the City, its officers, employees and agents as set forth in Sections 2778 and 2782.8 of the California Civil Code. Upon the City’s written request, the Consultant, at its own expense, shall defend any suit or action that is subject to the obligation in Subsection 11.1 above.

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement, or (b) that Licensee’s use of the Licensed Software infringes on any intellectual property rights of such third party, provided, however, that Licensee’s use is consistent with the terms of this Agreement and that the Action is not caused by the use of the Licensed Software or any component thereof in combination with any other system, equipment or Software where but for such use, the Action for infringement would not lie. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

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