Indemnity and Defense. 20.1 Each Party (“Indemnifying Party”) shall indemnify, defend and save harmless the other Party (“Indemnified Party”), the Indemnified Party’s Affiliates, and the directors, officers and employees of the Indemnified Party and the Indemnified Party’s Affiliates, from and against any Claims that arise out of or result from bodily injury or death to any person or damage to or loss of the tangible property of any person, to the extent such bodily injury, death, damage or loss, results from the negligent or otherwise tortious acts or failures to act of the Indemnifying Party, the Indemnifying Party’s Affiliates, or the employees, Agents or contractors of the Indemnifying Party or the Indemnifying Party’s Affiliates, in connection with this Agreement.
Indemnity and Defense. The Company shall defend, hold harmless, and indemnify NBS and the Employer, its Governing Board, and their officers, employees, agents, and authorized third party administrators (the “Indemnified Parties”), from every claim, obligation, demand and suit at law or equity, which may arise out of, be connected with or be made by reason of the purchase of Accounts by the Employer on behalf of employee(s) from the Company, and shall satisfy any judgment rendered or settlement against any of the indemnified parties, except for the liability resulting from the gross negligence, willful misconduct, actual fraud or criminal conduct, of any Indemnified Party. NBS or the Employer shall notify the Company within a reasonable amount of time on the receipt of any such claim demand or suit.
Indemnity and Defense. To the fullest extent allowed by applicable law, Subcontractor will indemnify and defend Contractor, Customer, and their owners, shareholders, officers, directors, consultants, agents, sureties, and employees (collectively, "Indemnified Parties"), from and against claims, damages (including, but not limited to, consequential damage), losses, or expenses (any or all, collectively, the "Claim"), including, but not limited to, reasonable attorneys fees, arising out of or relating to this Subcontract or the performance of Subcontractor's Work, except to the extent caused by the sole negligence of an Indemnified Party.
Indemnity and Defense. The rights of Deputies to be indemnified for damage awards against themselves or their marital community and to be provided with a legal defense if sued in matters related to their employment are set out in RCW 4.96.041 and BOCC Resolution 19-167. Upon a Deputy’s request, the Prosecuting Attorney’s Office Admin- istrator or the Xxxxx County Risk Management Office shall assist him or her in making such a request for an indemnity and a defense by Xxxxx County.
Indemnity and Defense. Buyers and Sellers shall defend, indemnify, and hold harmless Malleries (and its respective employees, directors, agents, and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of the Buyer’s or Seller’s representations, warranties, or obligations set forth in this Agreement; or (ii) the Seller’s own website or other sales channels, the Goods, products, or services the Seller sells, any content the Seller publishes on the Site, its own website, or elsewhere, the advertisement, offer, sale or return of any Goods or products the Seller sells, any actual or alleged infringement of any intellectual property or proprietary rights by any products Seller sells or content Seller publishes on the Site, its own website, or elsewhere, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity, and “Seller Taxes” means any taxes required to be collected by Seller, including but not limited to any taxes Seller may be obligated to collect under applicable law.
Indemnity and Defense. (a) Seller agrees to defend, indemnify and hold Buyer harmless against any liability, loss, expense, damage or cost found by the court having jurisdiction in P.R. China under the product liability law or the laws and regulations having the same effect in P.R. China, or agreed in a settlement agreement between any plaintiffs and/or claimants and Seller, with respect to personal injury or death or property damage alleged to have been caused by any defect in the Products or part thereof provided, however, that the foregoing indemnity and assumption of defense shall not be applied to any instances where the alleged defect arises out of: (i) Buyer's failure to carry out proper handling, operating, installation, testing, service and check out of the Products and/or to follow Seller's reasonable instructions or advice with respect to any of these matters; (ii) Buyer's utilization of any attachments or interface devices or any modifications to the Products including any change to its instruction manuals, installation manuals, service manuals, warranty card and other related documents ("Related Documents") which are not approved by Seller in writing and in advance, or Buyer's preparation of such Related Documents by itself; (iii) Buyer's incorporation of any parts not supplied by Seller into the Products and/or combination of any equipment not supplied by Seller with the Products; (iv) Seller's compliance with any request, instruction, design change, drawing or specification with respect to the Products and Related Documents imposed on Seller by Buyer; (v) Buyer's wrong explanation or failure to make necessary warning on the use or installation of the Products to its customers or end users; or (v) any commission or omission of Buyer.
Indemnity and Defense. 11.1. With respect to ICANN, the registry operators, Freenom and ID Shield, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of such parties, you agree to defend, release, indemnify, and hold such parties harmless from all liabilities, claims and expenses, including attorney’s fees and court costs, for third party claims relating to or arising under the Privacy Service Agreement, the WHOIS Privacy Services provided hereunder, or your use of the WHOIS Privacy Services, including, without limitation, infringement by you, or by anyone else using the WHOIS Privacy Services provided to you, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of Freenom’s operating rules or policies relating to the WHOIS Privacy Services provided.
Indemnity and Defense. Consultant hereby agrees to indemnify, defend and hold the Cities and each of them, their officials, officers, employees, agents, and volunteers harmless from and against all claims, demands, causes of action, actions, damages, losses, expenses, and other liabilities, (including without limitation reasonable attorney fees and costs of litigation) of every nature arising out of the acts, errors, or omissions constituting negligence, gross negligence, willful misconduct or fraud of Consultant or its subcontractors relating to the performance of Services described herein. Consultant's duty to defend and indemnify the Cities shall not extend to injuries or damages that are the result of the Cities’ sole negligence or willful misconduct. Consultant’s duty to defend shall immediately arise when a claim is asserted and/or a lawsuit is initiated against the Cities or any City arising out of or occurring in connection with the acts, errors, or omissions constituting negligence, gross negligence, fraud or willful misconduct of Consultant or its subcontractors relating to the performance of Services described herein and regardless of whether others may owe the Cities or any City a duty of defense and/or indemnity. Consultant and Cities agree that said indemnity and defense obligations shall survive the expiration, withdrawal from, or termination of this Agreement for any items specified herein that arose or occurred during the term of this Agreement for a period of two (2) years. (Example: City “A” withdraws from the Agreement after six months. Consultant’s indemnity and defense obligations as to City “A” shall survive for an additional two (2) years. However, if City “B” simultaneously remains a party to the Agreement until it expires, Consultant’s indemnity and defense obligations as to City “B” shall survive for an additional two (2) years from the date of expiration.) In no event shall any Party be liable to the other for indirect, consequential, special or liquidated damages.
Indemnity and Defense. Consultant shall indemnify, defend, and hold harmless the City, its officers, employees, agents and volunteers (“City indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance of its obligations under this agreement or out of the operations conducted by Consultant, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this agreement, the Consultant shall provide a defense to the City indemnitees, or at the City’s option, reimburse the City indemnitees their costs of defense, including reasonable legal counsels’ fees, incurred in defense of such claims.
Indemnity and Defense. Customer’s indemnification and defense obligations do not apply to the extent expressly prohibited by State Law.
