Indemnification of Contractor. IETF LLC agrees to indemnify, defend and hold Contractor (and its officers, directors, managers, owners and agents) harmless from all claims of third parties (i) asserting that its rights were infringed as a result of using materials provided to such Contractor indemnified party by IETF LLC in the manner, and for the purposes, for which such use was specifically authorized in performance under this Agreement, and without violation of any law, rule, regulation, policy or contractual obligation; and (ii) relating to IETF LLC’s, or its agents’ negligence or willful misconduct, but not related, directly or indirectly, to the conduct, misconduct, act, omission or negligence of Contractor or its personnel or agents, or Contractor's performance or non-performance of its obligations under this Agreement.
Indemnification of Contractor. The duty of Contractor to indemnify and save harmless, as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code, provided, however, that nothing herein contained shall be construed to require Contractor to indemnify SBWMA, its Board, officers, employees and agents against any responsibility or liability in contravention of Section 2782 of the California Civil Code. Contractor’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained within this Agreement.
Indemnification of Contractor. Customer agrees to defend, hold harmless, and indemnify Contractor, its officers, directors, employees and agents for any and all losses, damages, and liabilities, legal or non-legal, arising out of any interruption in electrical services or as to any other incident or event as to the System or Equipment which is not caused by the willful misconduct or gross negligence of Contractor. Customer further agrees with Contractor that this Agreement of indemnification shall include, without limitation, any attorney's fees, costs or other legal or non-legal expenses of any description incurred by Contractor.
Indemnification of Contractor. The SBWMA shall defend Contractor with counsel reasonably acceptable to Contractor and hold harmless and indemnify Contractor from and against any and all liabilities, costs, claims and damages which are caused by the SBWMA’s negligence, intentional wrongful acts, or failure to comply with applicable laws and regulations on the part of SBWMA or SBWMA’s employees, officers, agents, subcontractors or consultants. The SBWMA shall not offer such indemnification to Contractor for Transfer Company’s negligence or failure to comply with applicable laws and regulations.
Indemnification of Contractor. City agrees to defend, indemnify, and hold Contractor, its directors, officers, employees, agents, affiliates, suppliers and vendors harmless from all liabilities, claims and expenses arising from third party claims, including without limitation reasonable attorneys' fees, arising from any breach by City of its representations, warranties, covenants or obligations under this Agreement;
Indemnification of Contractor. If Contractor is a physician or psychiatrist, the State of Texas shall indemnify Contractor in accordance with Texas Civil Practice and Remedies Code, Chapter 104.
Indemnification of Contractor. Contractor 's officers, directors, and employees shall not be responsible for any claims, demands, suits, or other forms of liability that may arise out of, or by reason of, employment of former employees, prior relationships with vendors and any noncompliance by the school(s) with any agreements, covenants, warranties, or undertakings of the school(s) contained in or made pursuant to this Agreement; and any misrepresentation or breach of the representations and warranties of the Board contained in or made pursuant to this Agreement. Contractor and its present and former officers, directors, employees and agents (collectively, "Indemnitees") shall not be responsible for any claim, suit or proceeding made or brought against such Indemnitee or in which Indemnitee is asked to participate, based upon any materials Contractor prepares, publishes or disseminates for Client and based upon information provided or approved by Client prior to its preparation, publication or dissemination, as well as any claim or suit arising out of the nature or use of Client's products or services or any indemnitee’s relationship with Client, except for losses or expenses that result from any party’s negligence or willful misconduct.
Indemnification of Contractor. The CITY shall indemnify, defend and hold the CONTRACTOR, its affiliates and their respective officers, directors, employees, and shareholders harmless from and against any and all liabilities, losses, damages, claims, actions, causes of action, judgments, costs, and expenses (including reasonable attorney’s fees) arising from or in any manner related to the sole negligence or willful acts of the CITY, its officers, employees, agents, or contractors. Subject to the scope of this indemnification and upon demand of the CONTRACTOR, made by and through its attorney, the CITY shall appear in and defend the CONTRACTOR and its officers, employees, and agents in any claims or actions whether judicial, administrative, or otherwise arising out of the exercise of the Franchise Agreement.
Indemnification of Contractor. 16 13.3 Indemnification Claims Subject to Section 7.2 (b).......... 16 13.4 Notice of Claim for Indemnification........................ 16 13.5 Defense of Third Party Claims.............................. 16 13.6 Survival of Indemnification................................ 17
Indemnification of Contractor. Bank shall indemnify, defend ----------------------------- and hold harmless Contractor and its affiliates as well as its and their respective directors, officers, agents, employees and shareholders from and against any and all indemnification Claims, caused by or resulting from any breach of this Agreement by Bank, or any misconduct, error, omission, or other unauthorized act by Bank or by bank's officers, directors, shareholders, employees, agents or representatives with respect to the IPF Loans made under the Program or otherwise, except to the extent that such alleged misconduct, act, error, omission or other unauthorized or improper act or claim with respect thereto is primarily attributable to Contractor; provided, however, Bank will --------- ------- have no liability to Contractor in the event that Bank is unable to fund IPF Loans under the Program as a consequence of its receipt of a written directive from the OTS or other bank regulatory authorities.
