Indemnity by City. City shall indemnify, reimburse, defend and hold harmless the County and District, and their officers, directors, trustees, employees, consultants and agents from and against and in respect of any and all demands, claims, actions, causes of action, judgments, assessments, taxes, fines, losses, damages, liabilities, interest, penalties, costs, and expenses, including, without limitation, reasonable legal fees, other professional fees and any disbursements incurred in connection therewith, (collectively “Losses”), suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, resulting from any breach of any representation, warranty, covenant, or agreement of the City contained in this Agreement or other instrument or document executed and delivered by the City pursuant hereto or thereto..
Indemnity by City. City shall indemnify and hold Xxxxx harmless from and against any and all claims arising from any breach or default in the performance of any obligation of City under this Lease, or arising from any negligence of City or City's agents, contractors and employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim, action or proceeding brought thereon. In the event any action or proceeding is brought against Xxxxx by reason of any such claim, City upon notice from Xxxxx shall defend same at City's expense.
Indemnity by City. Except as provided in Section 7.03, City shall indemnify, defend (with counsel reasonably acceptable to Developer), and hold harmless Developer from and against any and all claims, liabilities, obligations, orders, damages, fines, penalties, and expenses (including, but not limited to, attorneys’ fees and costs) to the extent arising from the negligence or willful misconduct of City or City’s Representatives in connection with City’s activities contemplated by this Agreement, except to the extent such claims, liabilities, obligations, orders, damages, fines, penalties, or expenses arise from the negligence or willful misconduct of Developer or Developer’s Representatives.
Indemnity by City. It is understood between the parties that SMPRC insurance set forth in Section 11, below, shall be the primary insurance in connection with the Indemnified Claims defined below. To the extent that SMPRC insurance does not cover any such Indemnified Claim, the City agrees to indemnify, save, protect, defend and hold harmless SMPRC and its officers, directors, agents and employees (collectively, the “SMPRC Indemnitees”) from any liability, claim, action, proceeding, loss, damage, cost, expense, or injury to persons or property (collectively, “Indemnified Claim”) arising directly or indirectly from or in any manner related to this Agreement or the performance thereof. SMPRC shall promptly notify the City of any Indemnified Claim and cooperate with the City in connection with the defense of such Indemnified Claim. The SMPRC Indemnitees must first seek coverage for any defense and indemnity with respect to the Indemnified Claim from SMPRC’s insurer and must either exhaust such coverage or be denied such coverage. To the extent coverage from such insurer has been exhausted or coverage has been denied, the City shall defend the SMPRC Indemnitees from such Indemnified Claim, at the City’s sole cost and expense through the Santa Xxxxxx City Attorney’s Office, subject to any reservation of rights under this Agreement. Notwithstanding the foregoing, the City shall not be required to indemnify any SMPRC Indemnitee against any Indemnified Claim caused by the gross negligence or willful misconduct on the part of such SMPRC Indemnitee.
Indemnity by City. Subject to the last sentence of Section 1, City shall indemnify, defend (with counsel reasonably acceptable to Developer), and hold harmless Developer from and against any and all claims, liabilities, obligations, orders, damages, fines, penalties, and expenses (including, but not limited to, attorneys’ fees and costs) to the extent arising from the negligence or willful misconduct of City or City’s Representatives with respect to the Construction Access Easement Area.
Indemnity by City. To the fullest extent allowed by applicable law, City hereby agrees to indemnify, defend and hold the Owner, its affiliates and their respective, managers, members, officers, directors, employees and agents (collectively, the "Indemnified Parties"), harmless from and against any and all claims, losses, costs, damages, liabilities, or expenses (including, without limitation, reasonable attorneys’ fees) (“Claims”) arising from or in relation to (i) any breach of this Agreement or the performance of the rights or obligations by the City (or any person acting at its direction or on its behalf); and/or (ii) the gross negligence or willful misconduct of the City (or any person acting at its direction or on its behalf), except to the extent such Claims are a result of the action, inaction, gross negligence or willful misconduct of any of the Indemnified Parties. The obligations of this Section 40 shall survive the expiration, termination or completion of this Agreement.
Indemnity by City. CITY shall indemnify, defend, and hold harmless CAL WATER, its officers, agents, employees and subcontractors against any and all Claims to the extent caused by the negligence or misconduct of CITY, its officers, employees, subcontractors and agents, in the performance of , or in any way arising from, the terms and provisions of this Agreement whether or not caused in part by a party indemnified hereunder, except as limited by California Civil Code section 2782. Such indemnification shall not apply to any claims to the extent caused by the negligence or misconduct of CAL WATER, its agents, employees or subcontractors.
Indemnity by City. City agrees to indemnify and hold harmless Lender, its owners, employees, Affiliates and agents (collectively, the “Lender Indemnified Parties”), from and against any and all claims, liabilities, damages or losses arising out of or related to liability for injuries or death to persons or damage or destruction to property (other than the Sculpture itself) occurring in, on, or around the Display Location, the Sculpture, or the base, except to the extent any such injuries, death, or damage or destruction to property are caused by Lender’s performance or non-performance of work (or that of its agents) pursuant to Lender’s obligations under Sections 3(c), 3(d) or 6(a) above.
Indemnity by City. City shall indemnify, defend (with counsel reasonably acceptable to Optionee), and hold harmless Optionee from and against any and all claims, liabilities, obligations, orders, damages, fines, penalties, and expenses (including, but not limited to, attorneys’ fees and costs) to the extent arising from the negligence or willful misconduct of City or City’s Representatives in connection with City’s activities contemplated by this Agreement, except to the extent such claims, liabilities, obligations, orders, damages, fines, penalties, or expenses arise from the negligence or willful misconduct of Optionee or Optionee’s Representatives.
Indemnity by City. City shall indemnify, defend (with counsel reasonably acceptable to Owner), and hold harmless Owner and Owner’s officers, employees, agents, and representatives (“Owner’s Representatives”) from and against any and all claims, liabilities, obligations, orders, damages, fines, penalties, and expenses (including, but not limited to, reasonable attorneys’ fees and costs) (“Claims”) to the extent arising from any activities of City or City’s officials, officers, employees, contractors, subcontractors, agents, and representatives (“City’s Representatives”) under this Agreement, except to the extent such Claims arise from the negligence or willful misconduct of Owner or Owner’s Representatives.
