Indemnities for Third Party Claims Sample Clauses

Indemnities for Third Party Claims. 1) To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, defend, hold harmless and indemnify City and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees”), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens and losses of any nature whatsoever, including fees of accountants, attorneys or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Liability with counsel of the Indemnitees’ choice, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by Indemnitees in connection therewith. 2) Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and indemnify and hold City harmless from any and all taxes, assessments, penalties and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers’ compensation law regarding Contractor and Contractor’s employees. Contractor shall indemnify and hold City harmless from any failure of Contractor to comply with applicable workers’ compensation laws. City may offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contrac...

Indemnities for Third Party Claims. Notwithstanding any provision to the contrary contained in this Agreement: (a) THE PURCHASER WILL INDEMNIFY, HOLD HARMLESS AND DEFEND THE VENDOR AND ITS REPRESENTATIVES FROM ANY AND ALL CLAIMS AGAINST THE VENDOR BROUGHT BY A THIRD-PARTY (INCLUDING ALL REASONABLE LEGAL FEES AND DISBURSEMENTS INCURRED IN ASSOCIATION THEREWITH) ARISING DIRECTLY OR INDIRECTLY FROM THE PURCHASER’S SALE OR DISTRIBUTION OF PRODUCTS LICENSED UNDER THIS AGREEMENT. (b) THE VENDOR WILL INDEMNIFY, HOLD HARMLESS AND DEFEND THE PURCHASER AND ITS REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS AGAINST THE PURCHASER BROUGHT BY A THIRD PARTY (INCLUDING ALL REASONABLE LEGAL FEES AND DISBUREMENTS INCURRED IN ASSOCIATION THEREWITH) DIRECTLY OR INDIRECTLY ARISING FROM OR RELATED TO ANY ACTUAL OR ALLEGED INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS RESULTING FROM THE USE OF THE TRANSFERRED ASSETS, ANY IMPROVEMENTS OR ANY SALE AND DISTRIBUTION OF PRODUCTS BY THE PURCHASER.

Indemnities for Third Party Claims. (a) Indemnification by EDS for Third Party Claims --------------------------------------------- (i) Employment-related claims ------------------------------ EDS shall indemnify and hold harmless STK, its Affiliates and their past and present (as applicable) respective officers, directors, employees, agents, successors, and assigns (collectively, the "STK Indemnitees") from and against any and all Losses arising out of or relating to a New EDS Employee's employment with EDS or performance of services under or in connection with this Agreement, including without limitation: (1) violation by EDS of Federal, state, local, international or other laws or regulations protecting persons or members of a protected class or category, including without limitation laws or regulations prohibiting discrimination or harassment on the basis of a protected characteristic; (2) liability arising or resulting from a New EDS Employee's employment with EDS; (3) payment of wages that become due and owing to any New EDS Employee following such New EDS Employee's effective date of employment with EDS; (4) any employee pension or welfare benefits owed under an EDS pension or welfare benefit plan; (5) other aspects of any New EDS Employee's employment relationship with EDS or the termination of such relationship, including without limitation claims for breach of an express or implied contract of employment; and (6) liability resulting from representations (oral or written) by EDS to Eligible Employees or New EDS Employees. (ii) Other third party claims ------------------------ EDS shall indemnify, defend and hold harmless the STK Indemnitees and each of them, from and against all Losses arising from, in connection with or relating to, any allegations by a third party (including without limitation a federal, state or local agency) regarding any of the following: (1) EDS' failure to perform any obligations required to be performed by EDS after the effective date of the applicable Authorization Letter under any of the third party contracts assigned to EDS thereunder, if any; and (2) any claims of EDS' subcontractors, suppliers, or independent contractors.

Indemnities for Third Party Claims