Indemnification Liability Clause Samples
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Indemnification Liability. (a) The Licensee will be liable for and will indemnify and save harmless the Owner, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Owner Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Licensee of its obligations under this Agreement or any negligent act or omission relating to the Licensee’s use and occupation of the Equipment Room, the Building or the Lands under this Agreement, provided that the Licensee will not be required to indemnify the Owner Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Owner Indemnitees. Notwithstanding the foregoing, in no event will the Licensee be liable for or indemnify and save harmless any of the Owner Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of any facilities or property, even if advised of the possibility of such damages.
(b) The Owner will be liable for and will indemnify and save harmless Licensee, its directors, officers, employees and contractors, and those for whom it is responsible in law (collectively, the “Licensee Indemnitees”) from and against any and all losses, suits, actions, causes of action, proceedings, damages, costs, claims and expenses (collectively, the “Losses”) arising from physical damage to any tangible property or bodily injury, including death, to any person caused by or arising out of any breach by the Owner of its obligations under this Agreement or any negligent act or omission relating to the Owner’s ownership or management of the Building or the Lands under this Agreement, provided that the Owner will not be required to indemnify any Licensee Indemnitees to the extent any such Losses are caused by any negligent or wilful act or omission of any of the Licensee Indemnitees. Notwithstanding the foregoing, in no event will the Owner be liable for or indemnify and save harmless any of the Licensee Indemnitees from and against any indirect, special, incidental or consequential damages, including loss of revenue, loss or profits, loss of business opportunity or loss of use of...
Indemnification Liability a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.
b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the independent negligence of the City that is not covered by this indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for claims based on this Agreement or use of Contractor-provided supplies or services.
Indemnification Liability a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify and hold harmless the City, its elected officials, agents, representatives and employees (collectively, including the City, “City Personnel”) from and against any and all liabilities, demands, claims, suits, penalties, obligations, losses, damages, causes of action, fines or judgments of any kind, including costs, attorneys’, witnesses’ and expert witnesses’ fees, and expenses incident thereto (all of the foregoing, collectively “Claims”) imposed upon or asserted against City Personnel by a third party relating to, arising out of or resulting from, in whole or in part: (i) services or materials provided under this Agreement by Contractor or its officers’, agents’, or employees’ (collectively, including Contractor, “Contractor Personnel”): (ii) negligent acts, errors, mistakes or omissions of Contractor Personnel; or (iii) failure of Contractor Personnel to comply with or fulfill the obligations established by this Agreement. Contractor’s indemnification, duty to defend and hold harmless City Personnel in this Subsection (a) will apply to all Claims against City Personnel except Claims arising solely from the negligence or intentional acts of City Personnel.
b. The City assumes no liability for the actions of Contractor Personnel and will not indemnify or hold Contractor Personnel or any third party harmless for Claims relating to, arising out of or resulting from, in whole or in part, this Agreement or use of Contractor Personnel-provided services or materials.
Indemnification Liability. (1) Licensor hereby covenants and agrees to indemnify and hold harmless Licensee and its Approved Affiliates and each of their respective directors, officers, employees, shareholders, attorneys and agents (collectively, the “Licensee Indemnified Parties” and individually a “Licensee Indemnified Party”) on demand, from and against all damages, claims, actions, complaints, losses (other than loss of profits), liabilities, costs and expenses (including reasonable legal fees and disbursements) to which any Licensee Indemnified Party may be subject or which any Licensee Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensor breaching any of the terms or conditions of this Agreement, including without limitation its representations, warranties and covenants under Section 5.
(2) Licensee hereby covenants and agrees to indemnify and hold harmless Licensor and its Affiliates and each of their respective directors, officers, employees, shareholders, attorneys and agents (collectively, the “Licensor Indemnified Parties” and individually, a “Licensor Indemnified Party”) on demand, from and against all damages, claims, actions, complaints, losses (other than loss of profits), liabilities, costs and expenses (including reasonable legal fees and disbursements) to which the Licensor Indemnified Parties or any Licensor Indemnified Party may be subject or which any Licensor Indemnified Party may suffer or incur, caused by or arising from any suit, proceeding or dispute arising from Licensee breaching any of the terms or conditions of this Agreement, including without limitation its representations, warranties and covenants under Section 5.
(3) With regard to any claim for indemnification hereunder:
(i) The indemnified party shall promptly notify the indemnifying party in writing of any claim with regard to which it may seek indemnification hereunder. The indemnifying party shall have the sole right and authority to control and direct the investigation, preparation, defense and settlement of such claim, including but not limited to the selection of counsel, and the indemnified party shall give the indemnifying party full reasonable assistance and cooperation in such defense and settlement. The indemnified party may, however, at its sole option and at its own expense engage its own separate counsel to act as co-counsel on its behalf. Notwithstanding the foregoing, the indemnifying party:
(A) shall not be entitled...
Indemnification Liability. Any terms or conditions requiring the Government to indemnify the party shall be deemed void and not binding against the Government as it would create an Anti-Deficiency Act violation (31 U.S.C. 1341). The Government agrees to pay for any loss, liability or expense, which arises out of or relates to the Government’s acts or omissions with respect to its obligations subject to a final determination of liability on the part of the Government as established by a court of law having competent jurisdiction or where settlement has been agreed to by the Government agency with, and where appropriate, coordination of the Department of Justice. This provision shall not be construed to limit the Government’s rights, claims or defenses which arise as a matter of law or pursuant to any other agreement.
Indemnification Liability a. Each Applicant, unless it is a government entity, acknowledges and agrees that DirectTrust, and their respective employees, officers, directors, representatives and agents (each, an “Indemnitee”) shall have no liability for and each Applicant shall, to the fullest extent permitted by applicable law, indemnify, defend, and hold Indemnitees harmless from third-party claims and actions that arise out of, relate to or result from (i) the acceptance and review, and approval or disapproval of Applicant’s application for DirectTrust Accreditation (other than claims or actions arising out of, related to or resulting from the Indemnitee’s negligence or willful misconduct), or (ii) an Applicant’s breach of its specific obligations under this Agreement. Applicant represents and warrants to DirectTrust that it is aware of the role of the EHNAC Commissioners that are listed on the DirectTrust website and Applicant acknowledges and accepts the fact that one or more EHNAC Commissioners may have personal, professional or business relationships (including employment) to organizations that may compete with the Applicant or that might view the Applicant as a competitor. The obligations of each Applicant party (the “Indemnitor”) under this Agreement to defend, indemnify and hold harmless each Indemnitee shall be subject to the following: (a) the Indemnitee shall provide the Indemnitor with prompt notice of the claim giving rise to such obligation; provided, however, that any failure or delay in giving such notice shall only relieve the Indemnitor of its obligation to defend, indemnify and hold the Indemnitee harmless to the extent it reasonably demonstrates that its defense or settlement of the claim or suit was adversely affected thereby;
Indemnification Liability. Any terms or conditions requiring the Government to indemnify the party shall be deemed void and not binding against the Government as it would create an Anti-Deficiency Act violation (31 U.S.C. 1341). The Government agrees to pay for any loss, liability or expense, which arises out of or relates to the Government’s acts or omissions with respect to its obligations subject to a final determination of liability on the part of the Government as established by a court of law having competent jurisdiction or where settlement has been agreed to by the Government agency with, and where appropriate, coordination of the Department of Justice. This provision shall not be construed to limit the Government’s rights, claims or defenses which arise as a matter of law or pursuant to any other agreement. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that the U.S. Department of Justice has the sole right to represent the United States in any such action, in accordance with 28 U.S.C. 516.
Indemnification Liability. (a) The Trust shall indemnify and hold the Manager harmless from and against any and all claims, costs, expenses (including reasonable attorneys' fees), losses, damages, charges, payments and liabilities of any sort or kind which may be asserted against the Manager or for which the Manager may be held to be liable in connection with this Agreement or the Manager's performance hereunder (a "Claim"), unless such Claim resulted from a grossly negligent act or omission to act or bad faith by the Manager in the performance of its duties hereunder.
(b) In any case in which the Trust may be asked to indemnify or hold the Manager harmless, the Manager will notify the Trust promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Trust, although the failure to do so shall not prevent recovery by the Manager, and shall keep the Trust advised with respect to all developments concerning such situation. The Trust shall have the option to defend the Manager against any Claim which may be the subject of this indemnification, and, in the event that the Trust so elects, such defense shall be conducted by counsel chosen by the Trust and satisfactory to the Manager, and thereupon the Trust shall take over complete defense of the Claim and the Manager shall sustain no further legal or other expenses in respect of such Claim. The Manager will not confess any Claim or make any compromise in any case in which the Trust will be asked to provide indemnification, except with the Trust's prior written consent. The obligations of the parties hereto under this Section 5 shall survive the termination of this Agreement.
(c) A copy of the Declaration of Trust of the Funds is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Funds as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or Shareholders individually but are binding only upon the assets and property of the Funds.
Indemnification Liability. Independent Contractor and UOMO each agree to indemnify and hold the other harmless, including UOMO’s employees, officers, directors, stockholders, successors and assigns against all claims, damages, liabilities, costs, expenses, and judgments, including reasonable attorneys' fees, resulting from claims arising from the fulfillment of each parties respective obligations contained in this Agreement.
Indemnification Liability. Employee shall be indemnified by the Bank and the Company to the maximum extent permitted by law (and shall be entitled to receive advances to the maximum extent permitted by law) with respect to all actions and all decisions not to act taken by Employee during the term of this Agreement. The Bank and Company shall be jointly and severally liable under this Agreement with respect to all obligations of either such party hereunder. Any defense available to the Bank that this Agreement is not enforceable against it shall not constitute a defense for the Company. The obligations of this Section 11 shall survive termination of this Agreement with respect to acts or omissions occurring prior to such termination.