Indemnity and Warranty. 8.1 - Contractor agrees to indemnify, defend and save harmless the City, its agents, officers and employees, against and from any and all claims by or on behalf of any person, firm, corporation or other entity arising from any negligent act or omission or willful misconduct of the Contractor, or any of its agents, contractors, servants, employees or contractors, and from and against all costs, counsel fees, expenses and liabilities incurred in or about any such claim or proceeding brought thereon. Promptly after receipt from any third party by the City of a written notice of any demand, claim or circumstance that, immediately or with the lapse of time, would give rise to a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an "asserted claim") that may result in losses for which indemnification may be sought hereunder, the City shall give written notice thereof (the "claims notice") to the Contractor provided, however, that a failure to give such notice shall not prejudice the City's right to indemnification hereunder except to the extent that the Contractor is actually and materially prejudiced thereby. The claims notice shall describe the asserted claim in reasonable detail, and shall indicate the amount (estimated, if necessary) of the losses that have been or may be suffered by the City when such information is available. The Contractor may elect to compromise or defend, at its own expense and by its own counsel, any asserted claim. If the Contractor elects to compromise or defend such asserted claim, it shall, within 20 business days following its receipt of the claims notice (or sooner, if the nature of the asserted claim so required), notify the City of its intent to do so, and the City shall cooperate, at the expense of the Contractor, in the compromise of, or defense against, such asserted claim. If the Contractor elects not to compromise or defend the asserted claim, fails to notify the City of its election as herein provided or contests its obligation to provide indemnification under this agreement, the City may pay, compromise or defend such asserted claim with all reasonable costs and expenses borne by the Contractor. Notwithstanding the foregoing; neither the Contractor nor the City shall settle or compromise any claim without the consent of the other party; provided, however, that such consent to settlement or compromise shall not be unreasonably withheld. In any event, the City and the Contrac...
Indemnity and Warranty. You agree to indemnify, defend and hold harmless us, our related corporations, officers and employees against any third party claim that may arise due to your use of our data backup services in violation of these Terms of Service and/or in respect of data that you backup using our data backup services. We provide our data backup service on an ‘as is’ basis and do not make any warranty of any kind whatsoever express or implied including but not limited to warranties of merchantability, fitness or any special use, non-infringement, accuracy of information and any said condition. Further, we make no warranties that our data backup services will meet your requirements or will be error free, uninterrupted or guarantee any results or that any defects will be made correct. You warrant that any data that you backup using our data backup service shall be at your own risk and that you shall be fully responsible for any claims or damages to any person or property as a result of you backing up that data.
Indemnity and Warranty. 10.1 The Engineer shall at all times and without limitation, indemnify and save harmless the Community, and their respective elected officials, officers, employees, agents, insurers and representatives from and against all liabilities, losses, costs, damages, legal fees (on a solicitor and his own client full indemnity basis), disbursements, fines, penalties, expenses, all manner of actions, causes of action, claims, demands and proceedings, all of whatever nature and kind which the Community or its elected officials, officers, employees, agents, insurers and representatives may sustain, pay or incur or which may be brought or made against all or any of them, and whether or not incurred in connection with any action or other proceedings or claims or demands made by third parties, with respect to any occurrence, event, incident or matter caused by, and/or arising as a direct or indirect result of:
Indemnity and Warranty. 14.1 The Developer shall indemnify and hold the County, its officers, members of Council, agents, servants, employees, invitees or licensees harmless from and against any liabilities, claims, expenses, demands, losses, costs, damages, actions, suits or other proceedings by whomsoever made, directly or indirectly arising out of any action or failure to take action pursuant to this Agreement attributable to bodily injury, sickness, disease or death or to damage to or destructions of tangible property including loss of revenue or expense incurred resulting from disruption of service; and/or caused by any acts or omissions of the Developer, its officers, agents, employees, with respect to activities undertaken or failing to be undertaken or arising out of this Agreement.
Indemnity and Warranty. 5.1 The Licensee shall indemnify, defend and hold harmless nChain, its directors, harmless from and against any and all damage, cost and expenses (including reasonable attorney’s fees) incurred as a result of any breach of the provisions of this Agreement by the Licensee.
Indemnity and Warranty. Contractor shall at all times comply with all applicable laws, statutes, ordinances, employment eligibility rules, license, permit, and certificate requirements, and other governmental requirements. Contractor shall indemnify and hold Producer harmless from any and all claims, causes of action, losses, damage, liabilities, costs, and expenses, including attorney fees, arising from the death of or injury to any person, from damage to or destruction of property, or from breach of the warranties in this paragraph, arising from the provision of Services by Contractor. Contractor warrants that the Services provided by Contractor and/or work delivered to Producer does not infringe upon or violate the rights of any third party, and that use of same by Producer will not violate or infringe the rights of any person or party.
Indemnity and Warranty. A. Lessee hereby agrees, to the extent permitted by law, to indemnify, defend and hold the Lessor and/or Xxxxxx's respective agents and employees, harmless from and against any and all liabilities, loss, costs, damages, expenses (including reasonable attorneys fees and expenses), claims, causes of action or judgment of any nature whatsoever arising from, caused by or resulting directly or indirectly out of the acts, omissions, or negligence of Lessee or its employees, agents or contractors and any and all other parties performing work, providing any services or supplying any material equipment by or on behalf of the Lessee including but not limited to the Lessee, any contractor or subcontractor, material supplier or any other party in connection with the construction and completion of Xxxxxx's Work, the Build-Out. Xxxxxx agrees to protect, defend, indemnify and hold harmless the Lessor against any and all penalties, fines and liabilities asserted by an public authority in connection with construction or completion of Lessee's Work, the Build-Out, including, but not limited to, any building, health, fire or environmental protection law, ordinance, order or rule which is in effect at the time of completion of Xxxxxx's Work, the Build-Out, as to all matters and work. The obligations of the Lessee hereunder shall be deemed to include, as an additional liability, any injury or damage arising from the failure to use or from the misuse by the Lessee or its agents or employees, any scaffold, hoist, crane, ladder, support, or any other mechanical contrivancer erected or constructed by any person or for any other kind of equipment owned, furnished or rented.
Indemnity and Warranty. Consultant agrees to indemnify and hold harmless the Company from and against any and all claims, demands, causes of action, losses, damages, liabilities costs, and expenses, including attorneys’ fees, arising from a breach of any of Consultant’s representations and warranties, or from the damage or destruction of any work or properties, attributable to or resulting from Consultant’s performance of the Services. Consultant warrants and represents that Consultant has the full power and authority to enter into and perform this Agreement and to make the grant of rights contained herein.
Indemnity and Warranty. (a) Consultant shall at all times comply with all applicable laws, statutes, ordinances, rules, regulations and other governmental requirements. Consultant shall indemnify and hold Macromedia harmless from any and all claims, causes of action, losses, damage, liabilities, costs and expenses, including attorney's fees, arising from the death of or injury to any person, from damage to or destruction of property, or from breach of the warranties in this paragraph, arising from the provision of Services by Consultant, its agents or employees. Consultant warrants that the Services provided by Consultant and/or work delivered to Macromedia, not provided by Macromedia to Consultant, does not infringe upon or violate the rights or any third party I and use of same by Macromedia will not violate or infringe the rights of any person or party.
Indemnity and Warranty. 8.1. SDS warrants that, to the best of the knowledge of its directors and officers, in manufacturing and/or supplying the Product, it has not infringed any third party's rights, including without limitation any intellectual property rights, patent rights, copyrights, trade marks, etc., and SDS undertakes to hold the Distributor harmless and to indemnify it against any claim or demand submitted against it by any third party in respect of an infringement of any such third party's rights. SDS either owns or licenses all of the Patents listed on Appendix D, and has the exclusive right to grant licenses and sublicenses therefore without the consent or approval of any Third Party. SDS shall be exclusively liable and responsible towards the Distributor and its affiliates and sub-distributors in connection with any claim, suit or demand brought against the Distributor alleging that any of the Products infringes proprietary rights or other intellectual property rights of any third party.
