Indemnity by Consultant. Consultant hereby agrees to indemnify and hold harmless the Company and each person and affiliate associated with the Company against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees), in addition to any liability the Company may otherwise have, arising out of, related to or based upon:
(i) Any breach by Consultant of any representation, warranty or covenant contained in or made pursuant to this Agreement; or
(ii) Any violation of law, rule or regulation by Consultant or Consultant's agents, employees, representatives or affiliates.
Indemnity by Consultant. Consultant agrees to defend, indemnify, and hold UTi and its officers, directors, employees, shareholders, successors and assigns harmless from and against any and all loss, damages, costs, claims, expenses, settlements or other liability (including reasonable attorneys’ fees and the expenses of other professionals) arising from or relating to any acts or omissions of Consultant constituting gross negligence or willful misconduct within the scope of this Agreement, and any breach or alleged breach by Consultant of the representations and warranties set forth in Section 5.
Indemnity by Consultant. The Consultant agrees to indemnify the Company and its directors for any liability, claims, losses and expenses incurred by the Company that result from the Consultant's actions resulting from his performance of services hereunder.
Indemnity by Consultant. Without limiting the indemnities and holdings harmless elsewhere in this Agreement, the Consultant will defend, indemnify and save harmless the Company from and against all actions, proceedings, demands, claims, liabilities, losses, damages, judgments, costs and expenses including, without limiting the generality of the foregoing, legal fees and disbursements on a solicitor and his own client basis (together with all applicable taxes) which the Company may be liable to pay or may incur by reason of or caused or contributed to by a breach by the Consultant of any of the terms of this Agreement or any liability that the Company may incur to any authority for source deductions, remittance of goods and services tax collected by the Consultant and any other remittance obligations of the Consultant arising with respect to payment to the Consultant pursuant to this Agreement.
Indemnity by Consultant. Consultant agrees to indemnify, hold harmless, and defend Neumora, its subsidiaries, and its affiliates, and their respective officers, employees, trustees, donors, volunteers, researchers, independent contractors, veterinary and medical doctors, agents, vendors, and directors (collectively, the “Neumora Parties”) against any and all third party claims, actions, proceedings, liability, loss, damage, penalty, cost or expense (including reasonable attorney’s fees and expenses and cost of investigation) (“Claims”) with respect to any matter arising from, resulting from, or connected to Services provided by Consultant or its agents or invitees under this Agreement; provided that such obligation to indemnify, hold harmless, and defend does not apply to Claims caused by the negligence or intentional acts or omissions of Neumora Parties.
Indemnity by Consultant. The Consultant hereby agrees to indemnify, defend and hold harmless the Company, from and against any and all claims, demands, losses, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including reasonable legal fees), arising directly or indirectly, in whole or in part, out of the fraudulent, negligent, reckless or wilful act or omission of the Consultant related to any action taken by the Consultant within the scope of the Services or authority hereunder, and the provisions of this Section 2.2 shall survive termination of this Agreement.
Indemnity by Consultant. The CONSULTANT agrees to indemnify and hold harmless the CITY from and against damages, actually incurred by CITY but only to the extent caused by the negligent performance of the CONSULTANT. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for professional negligence would be barred by any applicable statute of repose or statute of limitations.
Indemnity by Consultant. Consultant agrees to defend, indemnify, and hold Client harmless from and against all obligations, losses, liabilities, damages, claims, attachments, executions, demands, actions, and/or proceedings (collectively, “Claims”) and all costs and expenses in connection therewith, including reasonable attorneys’ fees and related expenses, arising out the acts or omissions of Consultant or Consultant’s employees, consultants, and contractors, except as related to Client’s sole negligence, willful misconduct, or gross negligence or arising from, growing out of, or in any way resulting from, errors contained in data or information furnished by Client or Client’s designee to Consultant for use in carrying out the Consulting Services called for by this Agreement.
Indemnity by Consultant. The Consultant agrees, in the same manner and to the same extent as set forth in Section 6(a) above, to indemnify and hold harmless the Company and the Company’s employees, accountants, attorneys and Consultants (the “Company’s Indemnities”) with respect to any breach of any representation, warranty or covenant made by the Consultant in this Agreement or any negligence or willful misconduct of the Consultant.
Indemnity by Consultant. Consultant shall defend, indemnify and hold Company and Company’s directors, members, managers, agents, employees, successors and permitted assigns harmless from and against any losses, damages (including, without limitation, actual damages, compensatory damages, punitive damages and extra- contractual damages), liabilities, penalties, regulatory fines, costs and expenses (including, without limitation, attorneys’ fees, investigation costs and all other reasonable costs associated with the defense thereof) (collectively, “Losses”) (arising out of or resulting from:
(i) any action by a third party against Company that is based on a claim that any Services performed under this Agreement, or the results of such Services (including any Consultant Work Product), or Company’s use thereof, infringe, misappropriate or violate such third party’s Intellectual Property Rights; and
(ii) any action by a third party against Company that is based on any act or omission of Consultant or any Consultant Personnel and that results in: (a) personal injury (or death) or tangible or intangible property damage (including loss of use); or (b) the violation of any statute, regulation or ordinance.
