Indemnification of the Town Sample Clauses

Indemnification of the Town. The Town's liability shall be limited to the amounts due the Company for the Goods actually furnished and the Services actually rendered. The Company shall indemnify, defend, and hold harmless the Town, its officers, boards, agents, and employees from any liability, loss, charge, or expense resulting from any employee’s or third-party contractor’s or supplier's claim for payment for wages, labor, materials, goods or services rendered to the Company or from any claim for injury to person or property, which may be made as a result of any act, omission or default on the part of the Company or any of its agents or employees, and will pay promptly on demand all costs and expenses of any investigation, including attorneys’ fees and expenses. If any such claim is made, the Town may retain out of any payments due to the Company a sufficient amount to protect the Town against such claims, costs, and expenses.
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Indemnification of the Town. FRANCHISEE shall defend, indemnify and hold harmless, to the fullest extend allowed by law, TOWN, its officers, officials, employees, volunteers agents and assignees (indemnities), from and against any and all loss, liability, penalties, forfeitures, claims, demands, actions, proceedings or suits, in law or in equity, of every kind and description, (including, but not limited to, injury to and death of any person and damage to property, or for contribution or indemnity claimed by third parties) arising or resulting from or in any way connected with: (i) the operation of the FRANCHISEE, it agents, employees, FRANCHISEEs, and/or subcontractors, in excising the privileges granted to it by this AGREEMENT; (ii) the failure of the FRANCHISEE, it agents, employees, FRANCHISEEs, and/or subcontractors to comply in all respects with the provisions and requirements of this AGREEMENT, Applicable Laws, ordinances and regulations, and/or applicable permits and licenses; and (iii) the acts of FRANCHISEE, its agents, employees, FRANCHISEES, and/or subcontractors in performing services under this AGREEMENT for which strict liability is imposed by law. The foregoing indemnity shall apply regardless of whether such loss, liability, penalty, forfeiture, claim, action, suite injury, death, or damage is also caused in part by any of the indemnitees’ negligence. FRANCHISEE’s indemnity obligations under all sections of this Article 15 shall survive the expiration or earlier termination of this AGREEMENT.
Indemnification of the Town. The Town’s liability hereunder shall be limited to the amounts due the Contractor for services actually rendered. The Contractor shall indemnify and hold harmless the Town, its officers, boards, agents and employees to the maximum extent permitted by law, from any liability loss, damage, cost, charge, or expense resulting from any employees or third party contractor or supplier’s claim for payment for wages, labor, materials, goods or services rendered to Contractor or from any claim for injury to person or property, which be made as a result of any act, omission or default on the part of the Contractor, or any of its agents or employees and will pay promptly on demand all costs and expenses of the investigation thereof, including attorney’s fees and expenses. If any such claim is made, the Town may retain out of any payments, then or thereafter due to the Contractor a sufficient amount to protect the Town against such claims, costs and expenses.
Indemnification of the Town. Company hereby indemnifies and holds the Town, its selectmen, officers, agents, employees, members of boards and committees, with respect to the construction, installation, operation and maintenance of the Cable System, harmless from and against all expenses, losses and claims, demands, payments, suits, actions, recoveries, and judgments of any nature and description, other than as a result of the negligence of the Town, including reasonable attorney's fees, resulting from claims, any or omission of Company, its agents or employees, in the construction, operation, maintenance, repair or service of its Cable System, or by reason of any suit or claim for royalties, license fees, or infringement of copyright or patent rights arising from Company’s performance under this Franchise Agreement. In the event of the commencement of any action against the Town, or its selectmen, officers, agents, employees, or members of boards and committees which is within the scope of this indemnification, the Town will give notice thereof to Company within fifteen business days after the Town is formally served in any such action, and, after consultation with the Town, Company will have the right to select and furnish counsel for the defense of any such action, at no cost or expense to the Town. The Town’s failure to give timely notice to Company of the commencement of any such action shall not relieve Company of its obligations under this section unless such failure to give timely notice causes actual prejudice to Company's ability to defend any such claim. Except for settlements involving only the payment of money, no settlement which creates an obligation for the Town, or any such action, or any claim therein, shall be made by Company or by counsel selected by Company without the approval of the Town, which approval shall not be unreasonably withheld. The extent of the indemnification agreement will not be limited by the requirements for liability insurance in this Agreement.
Indemnification of the Town. The Buyer shall indemnify and hold harmless the Town, its agents, Board members, and employees from any and all liability and/or claims from third parties for damages to persons or property or any damages for which the move (or any aspect thereof) of the DCH by the Buyer (or Buyer’s agents) is a proximate cause. Further with the execution of this Offer, and as part of the consideration paid for the purchase of the DCH, Buyer herewith releases the Town, its agents, Board members, and employees from any and all liability and/or claims associated with the purchase and/or moving of the DCH, whatsoever, of any kind and nature.
Indemnification of the Town 

Related to Indemnification of the Town

  • Indemnification of TIPS XXXXXX AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND TIPS, TIPS MEMBERS, TIPS officers, TIPS Employees, TIPS Directors, and TIPS Trustees (the “TIPS Indemnitees”) from and against all claims and suits by third-parties for damages, injuries to persons (including death), property damages, losses, expenses, fees, including court costs, attorney’s fees, and expert fees, arising out of or relating to Vendor’s performance under this Agreement (including the performance of Vendor’s officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees), regardless of the nature of the cause of action, including without limitation causes of action based upon common, constitutional, or statutory law or based in whole or in part upon allegations of negligent or intentional acts or omissions on the part of Vendor, its officers, employees, agents, Authorized Resellers, subcontractors, licensees, or invitees. NO LIMITATION OF LIABILITY FOR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE ARE PERMITTED OR AGREED TO BY TIPS. Apart from this indemnification provision requiring indemnification of the TIPS Indemnitees’ attorney’s fees as set forth above, recovery of attorneys’ fees by the prevailing party is authorized only if authorized by Xxx. Educ. Code § 44.032(f).

  • Indemnification of City The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any damage or injury or death, to any person or property that may occur, or that may be alleged to have occurred, in the course of the use of the Premises by the Permittee, and also whether such claims be made by an owner, officer, principal, employee, or a contractor or its employees, of the Permittee, or by any third party, also including Event and Festival licensees and vendors, their owners, principals, employees, and their contractors and contractor’s employees, and by members of the public, and whether or not it shall be claimed that the damage or injury or death was caused through the negligent act or omission in whole or in part of the City and/or its officers and/or employees. The Permittee shall indemnify, defend, save and hold harmless the City and its officers and employees, from and against all suits or claims that may be based upon any liability of the City, including such that may arise under U.S. Copyright Laws, to all music licensing agencies (including but not limited to SESAC, BMI and ASCAP) and any other third parties resulting from or accruing from Permittee’s unlicensed authorization, sponsoring or presenting recorded or live music on City property or in City buildings or facilities. The Permittee shall, at the Permittee’s own expense, pay all charges of attorneys, and all costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment shall be rendered against the City and/or its officers and/or its employees in any such action, or actions, the Permittee, at the Permittee’s own expense, shall satisfy and discharge the same. The preceding shall not apply to require indemnification by Permittee for any liability, claims, suits, etc., arising from action by officers of the Bethlehem Police Department.

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree (Yes) Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes Does Vendor agree? Yes, Vendor agrees (Yes) No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees (Yes)

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

  • Procedures Related to Indemnification In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.

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