Indemnification of Parties. The Authority shall acquire such insurance coverage as is necessary to protect the interests of the Authority, the Parties and the public. The Authority shall defend, indemnify and hold harmless the Parties and each of their respective Board or Council members, officers, agents and employees, from any and all claims, losses, damages, costs, injuries and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, and omissions of the Authority under this Agreement.
Indemnification of Parties. The Authority shall acquire such insurance coverage as the Board deems necessary to protect the interests of the Authority, the Parties and the public but shall obtain no less than $2 million dollars in coverage. Such insurance coverage shall name the Parties and their respective Board or Council members, officers, agents and employees as additional insureds. The Authority shall defend, indemnify and hold harmless the Parties and each of their respective Board or Council members, officers, agents and employees, from any and all claims, losses, damages, costs, injuries and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, and omissions of the Authority under this Agreement.
Indemnification of Parties. (a) PPG agrees to indemnify, defend, and hold harmless FHS, its agents, officers, and employees from and against any and all liability expense including defense costs and legal fees incurred in connection with claims for damages of any nature whatsoever, including but not limited to, bodily injury, death, personal injury, or property damage arising from PPG’s performance or failure to perform its obligations hereunder.
(b) FHS agrees to indemnify, defend, and hold harmless PPG, its agents, officers, and employees from and against any and all liability expense, including defense costs and legal fees incurred in connection with claims for damages of any nature whatsoever, including but not limited to, bodily injury, death, personal injury, or property damage arising from FHS’ performance or failure to perform its obligations hereunder.
Indemnification of Parties. (a) Following the Closing and subject to the other terms and conditions of this Agreement, each party (as applicable with respect to any specific party, the "Indemnitor") agrees to indemnify, defend and hold harmless each other party hereto that is not an Affiliate of the Indemnitor and their respective successors and assigns (each an "Indemnified Party" and collectively, the "Indemnified Parties") from and against any and all losses, claims, costs, fines, damages (excluding consequential and special damages other than amounts paid as consequential or special damages to a third party pursuant to a Third Party Claim), Taxes (other than those for which indemnity is provided under Section 7.11), liabilities and deficiencies, including (subject to Section 11.4) reasonable legal and other fees and expenses incurred in the investigation and defense of claims and actions, and amounts paid as indemnification to directors, officers, employees or agents, whether such claims and actions are brought by third parties or parties hereto (each a "Loss" and collectively, "Losses"), incurred by an Indemnified Party and arising out of or resulting from (A) any inaccuracy in the representations and warranties of the Indemnitor set forth in this Agreement or in any Other Agreement or (B) any failure to perform by the Indemnitor of any of its covenants or agreements contained in this Agreement or any Other Agreement (any such Loss or Losses being referred to herein as an "Indemnified Loss" or "Indemnified Losses"). Notwithstanding the foregoing, no Indemnitor shall be required to indemnify the Indemnified Parties with respect to any Indemnified Loss arising under clause (A) above unless and until the aggregate amount of the Indemnified Losses incurred by all Indemnified Parties with respect to the representations and warranties made by such Indemnitor and its Affiliates, if any, as finally determined pursuant to Section 11.4 (other than Losses with respect to Non-Basket Claims) exceeds $50 million; provided, however, that at such time as the aggregate amount of Indemnified Losses from such claims other than Non-Basket Claims ("Basket Claims") exceeds $50 million, the Indemnified Parties shall be entitled to indemnification for the full amount of the Indemnified Losses, if any, as finally determined pursuant to Section 11.4 from Basket Claims in excess of $10 million (the limitation contained in this sentence referred to herein as the "Basket Limitation"). As used herein the ter...
Indemnification of Parties. From and after the date of such closing, whether the sale is made to the Series Manager, the Series Members, the Founder, or the third-party, the Selling Member shall have no further Interest in the Assets or income of the Series or the Company and, as a condition of the sale, the Person(s) or entities purchasing the Interests shall indemnify and hold harmless the Selling Member from and against any claim, demand, loss, liability, damage or expense, including without limitation, attorney’s fees arising from the subsequent operation of the Company or Series, and the Selling Member shall indemnify and hold harmless the Purchasing Members from and against any claim, demand, loss, liability, damage or expense, including without limitation, attorney’s fees arising from the subsequent operation of the Company or Series. · Indemnification by Transferring Member. Any Member that Transfers all or any portion of its Membership Interest shall in each case as Indemnitor indemnify, defend, and hold harmless the Company and each other Member as Indemnitees to the fullest extent permitted by applicable law against all Losses of those Indemnitees caused by, resulting from, or arising out of (i) any failure by the Indemnitor to comply with any federal, state, local, or foreign securities, antitrust, or other laws or regulations applicable to such transfer (including those relating to payment of transfer taxes), (ii) any breach, default, or violation of any existing financing or future financing caused by or attributable to such transfer, or (iii) any federal or state income or other tax obligations attributable to such transferring Member (whether due to non-payment of taxes by the Member, deficiency determined upon audit or others) or to such Transfer.
Indemnification of Parties. The District shall acquire such insurance coverage as is necessary to protect the interests of the District, the Parties, and the public. The District shall defend, indemnify, and hold harmless the Parties and each of their respective District Board or Council members, officers, agents and employees, from any and all claims, losses, damages, costs, injuries, and liabilities of every kind arising directly or indirectly from the conduct, activities, operations, acts, and omissions of the District under this Agreement.
Indemnification of Parties. The Authority shall, to the fullest extent allowable under applicable law, indemnify and hold harmless each of the Member Agencies for and against any claim, action, liability, penalty, or other imposition whatsoever upon such Member Agency by reason of (a) the activities of the Authority or (b) such Member Agency’s status as party to this Agreement.
Indemnification of Parties. DCE shall acquire such insurance coverage as is necessary to protect the interests of DCE, the Parties, and the public. Subject to the provisions of Section 7.4 and provided that a Party has acted in good faith and in accordance with this Agreement, DCE shall defend with counsel acceptable to said Party, indemnify and hold such Party free and harmless from any loss, liability or damage incurred or suffered by such Party by reason of litigation arising from or as a result of any of the following: the Party’s participation in the JPA; action taken to approve and/or implement the CCA; or any other act performed or to be performed by the Party pursuant to this Agreement; provided, however that such indemnification or agreement to hold harmless pursuant to this section shall be recoverable only out of DCE assets and not from other Parties. To the extent DCE’s assets are insufficient to satisfy its obligations under this Section, any member Agency forced to expend its own funds to satisfy what would otherwise be DCE’s obligations shall be entitled to reimbursement from DCE.
Indemnification of Parties. Service Provider on the one hand, and Property Owner, on the other, shall each indemnify, hold harmless, release, and defend the other party, its affiliates, partners and members, and their respective partners, members, officers, directors, employees, agents, contractors, subcontractors, invitees, and successors, as the case may be, from and against any and all claims, liabilities, losses, costs, damages and expenses (including reasonable attorney and expert fees, and disbursements incurred by any of them in any action or proceeding brought by any third party or any party hereto), to the extent caused by any act or omission, negligent or otherwise, by such party and/or its affiliates, officers, members, partners, employees, agents, contractors, subcontractors and invitees arising out of or connected with this Agreement, including a breach of any representation or covenant hereunder or a failure by such party to perform its obligations hereunder. No person shall be entitled to indemnity under the preceding sentence to the extent that a court of competent jurisdiction determines that the acts or omissions, negligent or otherwise, of such person or its affiliates caused such damages.
Indemnification of Parties. To the extent not prohibited by the Charter or applicable law, the Parties hereby agree to indemnify, defend, and hold the other (the “Indemnified Party”), harmless from and against any and all third-party claims, actions, damages, expenses, losses or awards which arise out of (i) the negligence or intentional misconduct of the indemnifying party,
