Indemnification of the School. (s). Contractor shall indemnify and hold the school(s) (which term for purposes of this Paragraph C, includes the school(s)'s officers, directors, agents, and employees) harmless against any and all claims, demands, suits, or other forms of liability that may arise out of, or by reason of, any noncompliance by Contractor with any agreements, covenants, warranties, or undertakings of Contractor contained in or made pursuant to this Agreement and any misrepresentation or breach of the representations and warranties of Contractor contained in or made pursuant to this Agreement. In addition, Contractor shall reimburse the school(s) for any and all reasonable legal expenses and costs associated with the defense of any such claim, demand, or suit. The indemnification requirements of this paragraph may be met by the purchase of insurance in a form and amounts acceptable to the school(s).
Indemnification of the School. K12 will indemnify, defend, and save and hold the School and all of its employees, officers, directors, trustees, subcontractors, and agents, their respective successors and permitted assigns, harmless against any and all claims, demands, suits, or other forms of liability including without limitation costs and reasonable attorneys’ fees (each a “Claim”) that may arise out of, or by reason of, any (a) breach of any expressed representation or warranty, covenant or agreement made or to be performed by K12 pursuant to this Agreement, (b) noncompliance by K12 with any Applicable Law in connection with the School’s operations, but excluding any Claims that arise from conduct undertaken in accordance with the Charter Authorizer’s, the School’s or the Council’s instructions, procedures or written policies, except where such instructions arise from and are in accordance with specific advice or explicit recommendations formally provided by K12, and (c) act or omission of K12 or any of its employees, officers, directors, trustees, subcontractors or agents in connection with School’s operations that results in injury, death, or loss to person or property except to the extent any Claims arise out of actions or omissions of the School or the Council. K12 and its Affiliates shall not be liable for any Claims related to the enrollment, placement and provision of services to any Students with special education needs.
Indemnification of the School. Manager will indemnify, defend and save and hold the School and its Representatives harmless against any and all third party Claims (including reasonable attorney’s fees and costs) that may arise out of, or by reason of, any wrongdoing, misconduct, or negligence of Manager or its employees; noncompliance by any of them with any agreements, covenants, or undertakings of Manager contained in or made pursuant to this Agreement, any misrepresentation of the Manager contained in or made pursuant to this Agreement; any action or omission by the Manager or its employee that results in injury, death or loss to person or property; and any violation by them of State or federal law. In addition, Manager will reimburse the School for any and all reasonable legal expenses and costs associated with the defense of any third party Claim. This indemnification obligation shall survive the termination or expiration of this Agreement.
Indemnification of the School. Manager will indemnify, defend and save and hold the School and its Representatives harmless against third party Claims (including reasonable attorney’s fees and costs) that arise out of wrongdoing, misconduct, or negligence of Manager or its employees; noncompliance by any of them with any agreements, covenants, or undertakings of Manager contained in or made pursuant to this Agreement, any misrepresentation of the Manager contained in or made pursuant to this Agreement; any action or omission by the Manager or its employee that results in injury, death or loss to person or property; and any violation by them of State or federal law. In addition, Manager will reimburse the School for reasonable legal expenses and costs associated with the defense of any third party Claim. This indemnification obligation shall survive the termination or expiration of this Agreement.
Indemnification of the School. XXX shall indemnify and hold the School (which term for purposes of this Paragraph C, includes the School's officers, directors, agents, and employees) harmless against any and all claims, demands, suits, or other forms of liability that may arise out of, or by reason of, any noncompliance by EVE with any agreements, covenants, warranties, or undertakings of EVE contained in or made pursuant to this Agreement and any misrepresentation or breach of the representations and warranties of EVE contained in or made pursuant to this Agreement. In addition, XXX shall reimburse the School for any and all reasonable legal expenses and costs associated with the defense of any such claim, demand, or suit. The indemnification requirements of this paragraph may be met by the purchase of insurance in a form and amounts acceptable to the School.
Indemnification of the School. Accel shall indemnify, save and hold harmless against any and all claims, demands, suits, actions, proceedings, losses, costs, judgments, damages, or other forms of liability to third parties, of every kind and description, actual or claimed, including but not limited to attorneys’ fees and/or litigation expenses, including but not limited to injury to property or persons (including but not limited to civil rights violations), occurring or allegedly occurring, in connection with the operation of Accel, or from conduct committed or alleged to have been committed by Xxxxx on the premises of the School, or from conduct committed by Accel’s employees, officers, directors, subcontractors, or agents, during the Term of this Agreement or any renewal thereof. Accel shall defend the SPCA in any such action or proceedings brought thereon. This provision shall survive the termination of this Agreement.
Indemnification of the School. K12 and its Affiliates will indemnify, defend, and save and hold the School and all of its employees, officers, directors, trustees, subcontractors, and agents, their respective successors and permitted assigns, harmless from and against any and all claims, demands, suits, or other forms of liability including without limitation costs and reasonable attorneys’ fees (each a “Claim”) that may arise out of, or by reason of, any (a) breach of any expressed representation or warranty, covenant or agreement made or to be performed by K12 or its Affiliates pursuant to this Agreement, (b) noncompliance by K12 or its Affiliates with any Applicable Law in connection with the School’s operations, but excluding any Claims that arise from conduct undertaken in accordance with the PDE’s, or the School’s instructions, procedures or written policies, except where such instructions arise from and are in accordance with specific advice or explicit recommendations formally provided by K12, and (c) act or omission of K12, any of its Affiliates or any of their employees, officers, directors, trustees, subcontractors or agents in connection with School’s operations that results in any alleged damage, harm, injury, death, or loss to person, entity, or property except to the extent any Claims arise out of actions or omissions of the School.
Indemnification of the School. K12 will indemnify, defend, and save and hold the School and all of its employees, officers, directors, trustees, subcontractors and agents, (collectively (“School Indemnitees”) harmless against any and all claims, demands, suits, or other forms of liability including without limitation costs and reasonable attorneys’ fees (each a “Claim”) that may arise out of, or by reason of, any (a) breach of any expressed representation or warranty, covenant or agreement made or to be performed by K12 pursuant to this Agreement, (b) noncompliance by K12 with any Applicable Law in connection with providing the Educational Products and Services hereunder, but excluding any Claims that arise from conduct undertaken in accordance with the Charter Authorizer’s, the Board’s, the School’s, or the School Indemnitees’ instructions, procedures or written policies, except where such instructions arise from and are in accordance with explicit recommendations formally provided by or on behalf of K12, (c) act or omission of K12 or K12 Indemnitees (defined below) in connection with providing the Educational Products and Services hereunder that results in injury, death, or loss to person or property, except to the extent any Claims arise out of actions or omissions of the School, the School Indemnitees or the Charter Authority, and (d) Claim based upon, in connection with, relating to or arising out of infringement of patents or the improper use of other proprietary or intellectual property rights with respect to the Educational Products, the Services, and any other actions by K12, its Affiliates, or any other person directly or indirectly employed by it or for whose actions it may be liable during the performance of the work under this Agreement. Section 15.1(d) shall not apply to the extent that the claim results from the combination of Education Products or Services provided by K12 with any products or services provided to UTVA by a third party. If a claim arises with respect to Section 15.1(d), K12 shall have the right to (a) substitute substantially equivalent non-infringing intellectual property; (b) modify the intellectual property so that they no longer infringe but remain functionally equivalent; (c) pay for a license to use the intellectual property or (c) terminate the Agreement. K12 and its Affiliates shall not be liable for any Claims related to the enrollment, placement and provision of services to any Students with or seeking special education, ELL or 504 needs.
Indemnification of the School. Manager will indemnify, defend and save and hold the School and its Representatives harmless against third party Claims (including reasonable attorney’s fees and costs) that arise out of wrongdoing, misconduct, or negligence of Manager or its Representatives; noncompliance by any of them with any agreements, covenants, or undertakings of Manager contained in or made pursuant to this Agreement, any misrepresentation of the Manager contained in or made pursuant to this Agreement; any action or omission by the Manager or its Representatives that results in injury, death or loss to person or property; and any DocuSign Envelope ID: 74FA5FFE-74F9-4F78-A94E-FBFC2874AA7F violation by them of local, State or federal law. In addition, Manager will reimburse the School for reasonable legal expenses and costs associated with the defense of any third party Claim. This indemnification obligation shall survive the termination or expiration of this Agreement.
Indemnification of the School. ReGeneration shall hold the School and its trustees, officers, successors, assigns, and agents (the “School Indemnified Persons”) harmless and indemnify each of them from and against any and all claims, losses, damages, liabilities, penalties, fines, expenses or costs (“Claims”), plus reasonable attorneys’ fees and expenses incurred in connection with Claims and/or enforcement of this Agreement, plus interest from the date incurred through the date of payment at the prime lending rate as published in The Wall Street Journal, from time to time prevailing (collectively, the “Indemnified Claims”), incurred or to be incurred by any School Indemnified Person resulting from or arising out of, directly or indirectly, any breach or violation of ReGeneration’s representations, warranties, covenants, or agreements contained in this Agreement.
