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.
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. 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,
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. The Shareholders shall take all necessary corporate actions to ensure that the Company indemnifies to the extent of its assets each Shareholder and its Affiliates against any and all judgments, fines, claims, debts, obligations, losses, damages or deficiency (including amounts paid in settlement, interest, penalties, and reasonable attorneys’ fees) recovered against or imposed upon such Shareholder by any third party which arise out of any negligent, reckless, or intentional act or failure to act by the Company or any Subsidiary.
Indemnification of Parties. A. Except as provided in the subparagraph immediately below, USP, USPN and BOBBY'S agree to indemnify RMY, and his heirs, assigns, agents, and successors, from any and all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, and expenses, including reasonable attorney's fees, costs and disbursements (collectively "Damages") which arise out of or are connected with the operations or transactions of USP, USPN, AND BOBBY'S that occurred on or after April 11, 1997 ( the closing date of the BOBBY'S transactions), including but not limited to the Lease and Lease Amendment existing between BOBBY'S and the Welt Family Trust, and the Sublease Agreement existing between BOBBY'S and Xx. Xxxxxxx Xxxxxxxxx d/b/a AAAACE Jewelry.
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.
