Common use of Indemnity by the Consultant Clause in Contracts

Indemnity by the Consultant. 12.1 The Consultant shall at all times and without limitation, indemnify and save harmless the Town, its Councilors, directors, officers and employees and those consultants, agents and representatives listed in Schedule “C” to this Agreement from and against all liabilities, losses, costs, damages, legal fees, disbursements, fines, penalties, expenses, all manner of actions, causes of action, claims, demands and proceedings, all of whatever nature and kind which any of the Town, its Councilors, directors, officers and employees and those consultants, agents and representatives listed in Schedule “C” to this Agreement 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 a direct or indirect result of: .1 The misconduct, negligent action or negligent failure to act, as the case may be, of the Consultant and/or any of those persons for whom the Consultant is responsible at law (including, without limitation, any of its employees or sub-consultants); or .2 The costs of repairs, clean-up or restoration paid by the Town and any fines levied against the Town or the Consultant; or .3 Any breach, violation or non-performance of any representation, warranty, obligation, covenant, condition or agreement in this Agreement set forth and contained on the part of the Consultant to be fulfilled, kept, observed or performed, as the case may be; or .4 Damages to third parties caused by, resulting at any time from, arising out of or in consequence of the misconduct, negligent action or failure to act of the Consultant and/or any of those persons for whom the Consultant is responsible at law (including, without limitation, any of its employees or sub-consultants). 12.2 The provisions of this Section are in addition to and shall not prejudice any other rights of the Town at law or in equity. This Section shall survive the termination or expiry of this Agreement for any reason whatsoever.

Indemnity by the Consultant. 12.1 The Consultant shall at all times and without limitation, indemnify and save harmless the Town, its Councilors, directors, officers and employees and those consultants, agents and representatives listed in Schedule “C” to this Agreement from and against all liabilities, losses, costs, damages, legal fees, disbursements, fines, penalties, expenses, all manner of actions, causes of action, claims, demands and proceedings, all of whatever nature and kind which any of the Town, its Councilors, directors, officers and employees and those consultants, agents and representatives listed in Schedule “C” to this Agreement 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 a direct or indirect result of: .1 The misconduct, negligent action or negligent failure to act, as the case may be, of the Consultant and/or any of those persons for whom the Consultant is responsible at law (including, without limitation, any of its employees or sub-consultantssub‐consultants); or .2 The costs of repairs, clean-up clean‐up or restoration paid by the Town and any fines levied against the Town or the Consultant; or .3 Any breach, violation or non-performance non‐performance of any representation, warranty, obligation, covenant, condition or agreement in this Agreement set forth and contained on the part of the Consultant to be fulfilled, kept, observed or performed, as the case may be; or .4 Damages to third parties caused by, resulting at any time from, arising out of or in consequence of the misconduct, negligent action or failure to act of the Consultant and/or any of those persons for whom the Consultant is responsible at law (including, without limitation, any of its employees or sub-consultantssub‐consultants). 12.2 The provisions of this Section are in addition to and shall not prejudice any other rights of the Town at law or in equity. This Section shall survive the termination or expiry of this Agreement for any reason whatsoever.