INDEMNITY AND SECURITY Sample Clauses

INDEMNITY AND SECURITY. 22.1 The Developer shall indemnify and save harmless the Town from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 22.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance: (a) the Town shall be a named insured in all public liability policies; (b) all policies shall provide that an event of default on the part of the Developer, its servants or agents, shall not be an event of default on the part of the Town; (c) none of the policies shall be cancelled unless THIRTY (30) days prior written notice of cancellation is first given to the Town; (d) copies of all policies of insurance shall immediately be provided to the Town upon written request by the Town; (e) the insurance policies shall have the following minimum limits of coverage: (Recommend confirming sufficiency of amounts with the Town insurer) (i) Public Liability or Property Damage - Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage (aggregate) each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS; (these amounts may need to be increased) (ii) Automobile Public Liability and Third Party Property Damage - Owned and Non-Owned Vehicles – Bodily Injury - each person TWO MILLION ($2,000,000.00) DOLLARS; each accident FOUR MILLION ($4,000,000.00) DOLLARS - Property Damage, each accident FIVE HUNDRED THOUSAND ($500,000.00) DOLLARS. 22.3 In order to ensure to the Town full compliance by the Developer with the terms, covenants and conditions of this Agreement, the Developer hereby covenants and agrees that it shall deliver and deposit with the Town security in the form hereinafter prescribed and that the following provisions, inclusive of Schedule "H", shall apply to determining the amount of the security and the time or times at which the security shall be deposited with the Town: (a) the security shall be deposited by the Developer with the Town upon the execution of this Agreement; (b) the security provided shall be an amount equal to the sum of the following amounts: (i) FIFTY (50%) percent of the estimated costs of constructing and installing Municipal Improvements listed in paragraphs (a), (b), (c), (d), (e), of Schedule "C" attached to this Agreement which...
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INDEMNITY AND SECURITY the Trustee shall be entitled to require that any indemnity or security given to it by the Noteholders or any of them be given on a joint and several basis and be supported by evidence satisfactory to it as to the financial standing and creditworthiness of each counterparty and/or as to the value of the security and an opinion as to the capacity, power and authority of each counterparty and/or the validity and effectiveness of the security;
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INDEMNITY AND SECURITY. 1. The Developer shall indemnify and save harmless the City from any and all losses, costs, damages, actions, causes of action, suits, claims and demands, resulting from anything done or omitted to be done by the Developer or its agents or contractors in pursuance or purported pursuance of this Agreement. 2. The Developer shall continuously carry comprehensive liability insurance with coverage of not less than Two (2) Million Dollars per occurrence in such form as shall meet the reasonable requirements of the City and such liability insurance can only be cancelled at the end of the Maintenance Period, or upon issuance of the Final Acceptance Certificate. The City shall be a named insured under such liability insurance. The Developer shall also carry such insurance as would a reasonable Developer to cover their activities. 3. Upon execution of this Agreement by the parties, to ensure to the City full compliance by the developer with the terms, covenants and conditions of this Agreement respecting the construction and installation of said Municipal Improvements and the maintenance of the same, the Developer shall deliver to and deposit with the City security as hereinafter prescribed to a value of fifty percent (50%) of the estimated costs of the Municipal Improvements for each stage approved under Article IV, Clause 2, PROVIDED THAT the estimated cost of such Municipal Improvement shall be determined by the Engineer based upon construction estimates provided by the Consulting Engineer. In the event the Developer does not agree with the estimated costs of such Municipal Improvements as determined by the Consulting Engineer and as accepted by the Engineer, he may appeal the decision of the Engineer to the City Manager who shall then determine the estimated cost of the said Municipal Improvements. In the further event the Developer does not agree with the determination of the City Manager as to the estimated costs of the said Municipal Improvements, the Developer may appeal the decision of the City Manager to the City Council. The decision of the City Council as to the estimated costs of the said Municipal Improvements shall be final and binding on the Developer. It is further agreed however that such security herein required to be deposited by the Developer may be decreased to not less than ten percent (10%) of the value of Municipal Improvements referred to in a Construction Completion Certificate as and when granted by the City. The City shall in no event i...
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INDEMNITY AND SECURITY. The Developer shall indemnify and save harmless the Municipality from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. The Developer covenants and agrees that it shall carry comprehensive liability insurance and that the following provisions shall apply to such insurance:
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INDEMNITY AND SECURITY. 12.1 The Developer shall indemnify and save harmless the County from any and all losses, costs (including, without restriction, all legal costs on a solicitor and his own client full indemnity basis), damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 12.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance in the amount of $2,000,000.00, which insurance shall name the County as an additional insured (as its interest may appear, including with respect to any and all operations by the Developer or its contractors upon or affecting property owned by, or under the care, control and management of, the County) and require that the County shall receive Thirty (30) days notice of change or cancellation. 12.3 Prior to the earlier of the endorsement of the Plan of Subdivision or the commencement of construction of the Improvements,, the Developer shall deliver and deposit with the County security in accordance with the Municipality’s Policy # D-021and and in particular, in the form of an irrevocable letter of credit or a cash security deposit in the form of a certified bank draft, in an amount equal to Sixty Percent (60%) of the estimated costs of constructing and installing all of the Improvements and the letter of credit or the pledge of the cash security deposit shall be in terms and form acceptable to the County's solicitor. The estimated cost for the Improvements are as set out in Schedule “F” of this Agreement, based on actual tenders or cost estimates provided by the Developer’s engineer or consultant and approved by the County. 12.4 In the event that the irrevocable letter of credit shall expire prior to the date for release of the security under this Agreement, and the Developer has failed to provide a replacement or letter of credit or evidence of renewal satisfactory to the County not less than Thirty (30) days prior to that expiration date, the County may draw upon all or any portion of the security and hold or apply the proceeds in the same manner as a cash security deposit. In the event that the County negotiates or calls upon the security the County may, at its option and discretion, use any funds thereby obtained in any manner the County deems fit to discharge the obligations of the Developer pursuant to this Agreement. 12.5 The County and the Developer agree that any amounts of mo...
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INDEMNITY AND SECURITY. 24.1 The Developer shall indemnify and save harmless the City from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement.
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INDEMNITY AND SECURITY. 8.1 The Developer shall indemnify and save harmless the Municipality from any and all losses, costs (including, without restriction, all legal costs on a solicitor and his own client full indemnity basis), damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 8.2 During the construction, installation and Maintenance Period of the Road Improvements contemplated under this Agreement, the Developer covenants and agrees that it shall carry: (a) commercial automobile insurance in the amount of $2,000,000.00; and (b) commercial general liability insurance in the amount of $5,000,000.000 for each occurrence or incident, 8.3 Upon execution of this Agreement and in any event prior to commencing construction of the Road Improvements, the Developer shall provide the Municipality security, in the form acceptable to the Municipality's solicitor, in an amount equal to One Hundred Percent (100%) of the estimated costs of constructing and installing all of the Road Improvements. 8.4 For purposes of Section 8.3, the estimated cost for the Road Improvements shall be determined as follows: (a) if known at the time that this Agreement is made, as set out in Schedule “E” of this Agreement; (b) if unknown at the time that this Agreement is made, where actual costs are available the actual costs shall be used; (c) where actual costs are not available, the Developer's Consultant shall prepare cost estimates which shall be submitted to the Municipality for approval together with all applicable background documentation, and if approved by the Municipality, such cost estimates shall be used; and (d) where actual costs are not available and the Developer and the Developer’s Consultant has not provided estimates for the Municipality to approve, the Municipality may establish estimated costs in its sole discretion for the purposes of establishing the required security. 8.5 The said security as above referred to shall consist of an irrevocable letter of credit in the amount of the security required from time to time as described above; PROVIDED, that all security shall be in terms and form to be approved by the Municipal’s solicitors. Provided further that the Developer covenants and agrees that upon the occurrence of a default on the part of the Developer under this Agreement, the Municipality may, at its option and without limiting any of its other 8.6 The...
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INDEMNITY AND SECURITY. 9.1 The Developer shall indemnify and save harmless the Town from any and all losses, costs, damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Developer in pursuance or purported pursuance of this Agreement. 9.2 The Developer covenants and agrees that it shall carry comprehensive liability insurance and shall list the Town as additional insured in all public liability policies. The insurance policies shall have the following minimum limits of coverage: $5 million. 9.3 Prior to commencing development on the Lands, the Developer shall deliver and deposit with the Town security in the form of an irrevocable letter of credit in an amount of $ , and the letter of credit shall be in the form acceptable to the Town.
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INDEMNITY AND SECURITY a) The Owner shall indemnify and save harmless the Municipality from any and all losses, costs (including, without restriction, all legal costs on a solicitor and his own client full indemnity basis), damages, actions, causes of action, suits, claims and demands resulting from anything done or omitted to be done by the Owner in pursuance or purported pursuance of this Agreement.
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Related to INDEMNITY AND SECURITY

  • Safety and Security Contractor is responsible for maintaining safety in the performance of this Agreement. Contractor shall be responsible to ascertain from the District the rules and regulations pertaining to safety, security, and driving on school grounds, particularly when children are present.

  • Confidentiality and Security Section 1: Service Provider agrees that all of its employees, contractors, subcontractors, or associates will comply with all state and federal law and with TJJD policies regarding maintaining the confidentiality of TJJD youth, including, but not limited to, maintaining confidentiality of student records and identifying information. Section 2: Service Provider agrees that all information regarding TJJD and/or its youth that is gathered, produced, or otherwise derived from this contract shall remain confidential and subject to release only by permission of TJJD. Section 3: Service Provider’s employees, contractors, subcontractors, or associates who visit any TJJD facility will comply with that facility's security regulations. Section 4: Identifying pictures, appearances, films, or reports of TJJD youth may not be disclosed by Service Provider without the written consent of TJJD, of the youth and, if under age 18, of the youth’s parent, guardian, or managing conservator.

  • Indemnity and Liability Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

  • Privacy and Security (a) Each of the Company and its Subsidiaries complies (and requires and monitors the compliance of applicable third parties) in all material respects with all applicable Laws relating to privacy or data security, and reputable industry practice, standards, self-governing rules and policies and their own published, posted and internal agreements and policies (which are in conformance with reputable industry practice) (all of the foregoing collectively, “Privacy Laws”) with respect to: (i) personally identifiable information (including name, address, telephone number, electronic mail address, social security number, bank account number or credit card number), sensitive personal information and any special categories of personal information regulated thereunder or covered thereby (“Personal Information”), whether any of same is accessed or used by the Company or any of its Subsidiaries or any of their respective business partners; and (ii) non-personally identifiable information, whether any of same is accessed or used by the Company or any of its Subsidiaries or any of their respective business partners. (b) Neither the Company nor any of its Subsidiaries uses, collects, or receives any Personal Information or sensitive non-personally identifiable information and does not become aware of the identity or location of, or identify or locate, any particular Person as a result of any receipt of such Personal Information, in a manner which would materially breach or violate any Privacy Laws and materially and adversely impact the business of the Company and its Subsidiaries, taken as a whole. (c) To the Company’s knowledge, Persons with which the Company or any of its Subsidiaries have contractual relationships have not breached any agreements or any Privacy Laws pertaining to Personal Information and to non-personally identifiable information. (d) To the Company’s knowledge, the Company and its Subsidiaries take all commercially reasonable steps to protect the operation, confidentiality, integrity and security of their respective business systems and websites and all information and transactions stored or contained therein or transmitted thereby against any unauthorized or improper use, access, transmittal, interruption, modification or corruption, and there have been no material breaches of same. Without limiting the generality of the foregoing, each of the Company and its Subsidiaries (i) uses industry standard encryption technology and (ii) has implemented a comprehensive security plan that (1) identifies internal and external risks to the security of the Company’s or its Subsidiaries’ confidential information and Personal Information and (2) implements, monitors and improves adequate and effective safeguards to control those risks.

  • Data Privacy and Security Bank will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Bank, that contains reasonable and appropriate security measures designed to safeguard the personal information of the Funds' shareholders, employees, trustees and/or officers that Bank or any Subcustodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Bank will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder, (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information. Bank will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements. Bank shall periodically test and review its information security program. Bank shall respond to Customer's reasonable requests for information concerning Bank's information security program and, upon request, Bank will provide a copy of its applicable policies and procedures, or in Bank's discretion, summaries thereof, to Customer, to the extent Bank is able to do so without divulging information Bank reasonably believes to be proprietary or Bank confidential information. Upon reasonable request, Bank shall discuss with Customer the information security program of Bank. Bank also agrees, upon reasonable request, to complete any security questionnaire provided by Customer to the extent Bank is able to do so without divulging sensitive, proprietary, or Bank confidential information and return it in a commercially reasonable period of time (or provide an alternative response that reasonably addresses the points included in the questionnaire). Customer acknowledges that certain information provided by Bank, including internal policies and procedures, may be proprietary to Bank, and agrees to protect the confidentiality of all such materials it receives from Bank. Bank agrees to resolve promptly any applicable control deficiencies that come to its attention that do not meet the standards established by federal and state privacy and data security laws, rules, regulations, and/or generally accepted industry standards related to Bank's information security program. Bank shall: (i) promptly notify Customer of any confirmed unauthorized access to personal information or other confidential information of Customer ("Breach of Security"); (ii) promptly furnish to Customer appropriate details of such Breach of Security and assist Customer in assessing the Breach of Security to the extent it is not privileged information or part of an investigation; (iii) reasonably cooperate with Customer in any litigation and investigation of third parties reasonably deemed necessary by Customer to protect its proprietary and other rights; (iv) use reasonable precautions to prevent a recurrence of a Breach of Security; and (v) take all reasonable and appropriate action to mitigate any potential harm related to a Breach of Security, including any reasonable steps requested by Customer that are practicable for Bank to implement. Nothing in the immediately preceding sentence shall obligate Bank to provide Customer with information regarding any of Bank's other customers or clients that are affected by a Breach of Security, nor shall the immediately preceding sentence limit Bank's ability to take any actions that Bank believes are appropriate to remediate any Breach of Security unless such actions would prejudice or otherwise limit Customer's ability to bring its own claims or actions against third parties related to the Breach of Security. If Bank discovers or becomes aware of a suspected data or security breach that may involve an improper access, use, disclosure, or alteration of personal information or other confidential information of Customer, Bank shall, except to the extent prohibited by Applicable Law or directed otherwise by a governmental authority not to do so, promptly notify Customer that it is investigating a potential breach and keep Customer informed as reasonably practicable of material developments relating to the investigation until Bank either confirms that such a breach has occurred (in which case the first sentence of this paragraph will apply) or confirms that no data or security breach involving personal information or other confidential information of Customer has occurred. For these purposes, "personal information" shall mean (i) an individual's name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) driver's license number, (c) state identification card number, (d) debit or credit card number, (e) financial account 22 number, (f) passport number, or (g) personal identification number or password that would permit access to a person's account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual's account. This provision will survive termination or expiration of the Agreement for so long as Bank or any Subcustodian continues to possess or have access to personal information related to Customer. Notwithstanding the foregoing "personal information" shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

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