Indemnity by the Contractor. 23.2.1 Without limiting the generality of Clause 23.1, the Contractor shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to:
23.2.2 Failure of the Contractor to comply with Applicable Laws and Applicable Permits;
23.2.3 Payment of taxes required to be made by the Contractor in respect of the income or other taxes of the Sub-contractors, suppliers and representatives; or
23.2.4 Non-payment of amounts due as a result of materials or services furnished to the Contractor or any of its Sub-contractors which are payable by the Contractor or any of its Sub-contractors.
23.2.5 Without limiting the generality of the provisions of this Article 23, the Contractor shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Contractor or by the Sub-contractors in performing the Contractor’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Contractor shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, nor any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Contractor shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Contractor is unable to secure such licence within a reasonable time, the Contractor shall, at its own expense, and without impairing the standards of Works, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- infringing.
Indemnity by the Contractor. The Department accepts no liability for injuries suffered by students, Assisted Travel Support Officers, Personnel or any other person, during the provision of the Service. The Contractor will be liable in respect of and indemnifies and shall keep indemnified the Department, the NSW Government, their officers, employees and agents against any claim, loss or expense or damages (including a claim or demand, loss or expense or damages arising out of personal injury or death or damage to property) which any of them pays, suffers, incurs or is liable for (including legal costs on a solicitor and client basis) (together "the loss") as a result of any act or omission of the Contractor or its Personnel in performing the Services and the Contractor hereby agrees to release and discharge the Department from any actions, proceedings, claims or demands which, but for this provision, might be brought against or upon the Department. The amount of all claims, damages, costs and expenses which may be paid, suffered or incurred by the Department, the NSW Government, their officers, employees and agents in respect of any such loss, damage or injury shall be made good at the Contractor's expense and may (in the first instance) be deducted from any monies due or becoming due to the Contractor with any balance being sued for as a debt.
Indemnity by the Contractor. Without limiting the generality of Clause 25.1, the Contractor shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to:
Indemnity by the Contractor. The Contractor must indemnify CleanCo against all Losses arising in connection with:
(a) damage to any third party property
(b) death or injury to any person
(c) a breach by the Contractor or Contractor's Personnel of any law; or
(d) a breach by the Contractor of clause 17 or clause 18, if the Losses arise in connection with any act, error or omission of the Contractor or Contractor's Personnel in connection with the performance of its obligations under the Contract. The Contractor's liability to indemnify CleanCo under this clause 15.1 will be reduced proportionally to the extent that the Losses are caused or contributed to by CleanCo or CleanCo's personnel.
Indemnity by the Contractor. 13.1 The Contractor shall at all times and without limitation, indemnify and save harmless the Town, its Councilors, directors, officers and employees and those Contractors, 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 Contractors, 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 Contractor and/or any of those persons for whom the Contractor is responsible at law (including, without limitation, any of its employees or sub‐Contractors); or
.2 The costs of repairs, clean‐up or restoration paid by the Town and any fines levied against the Town or the Contractor; 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 Contractor 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 Contractor and/or any of those persons for whom the Contractor is responsible at law (including, without limitation, any of its employees or sub‐Contractors).
13.2 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 Contractor. The Contractor shall indemnify and hold harmless the Authority (its members, officers, employees and authorized representatives) from and against any breach of any representation or warranty, or any loss, damage, expense or liability to the extent arising from the wrongful act, error or omission of the Contractor or of the Contractor's Sub-Contractors, if any, in the performance of the Services contemplated by this Agreement.
Indemnity by the Contractor. Without limiting the generality of Clause 17.1, the Contractor shall fully indemnify, hold harmless and defend the GUDA from and against any and all loss and/or damages arising out of or with respect to:
(a) failure of the Contractor to comply with Applicable Laws and Applicable Permits;
(b) payment of taxes required to be made by the Contractor in respect of the income or other taxes of the Contractor’s contractors, suppliers and representatives; or
(c) Non-payment of amounts due as a result of materials or services furnished to the Contractor or any of its contractors which are payable by the Contractor or any of its contractors.
(d) Breach by the Contractor of any of the obligations under this Agreement.
Indemnity by the Contractor. 17.1.1 Except as otherwise provided in this Clause 17.3 (Liabilities and Indemnities), the Contractor shall be responsible at all times for and shall defend, hold harmless and indemnify the Company from and against any and all claims, liabilities, costs, damages and expenses (including court costs and legal fees) arising, whether by way of indemnity or otherwise, in relation to any and all losses of every kind and nature resulting from sickness, injury or death suffered by any personnel or consultant of the Contractor, its Affiliates, agents or subcontractors and damage to or loss of, loss of use or recovery or destruction of any of the Contractor’s property or equipment (including, without limitation, the Contractor’s Equipment) or the property or equipment of, its Affiliates, agents or subcontractors or its or their personnel or consultants in connection with the performance of this Contract regardless of any cause howsoever arising specifically including the default, negligence or breach of duty (statutory or otherwise) of the Company.
17.1.2 The Contractor shall be responsible for and shall defend, indemnify and hold harmless the Company from and against any and all liability for death, illness or injury to any third party or for damage to, loss of, loss of use or recovery of any third party's property and against all claims, demands, proceedings and causes in action resulting there from due to any default, negligence (whether simple or gross) or breach of duty (statutory or otherwise) on the part of the Contractor, its Affiliates, agents or subcontractors or Contractors personnel in the performance of its obligations under this Contract. For the purposes of this Clause, “third party” shall mean any party other than (a) the Company, its Co-venturers, Affiliates and agents and the personnel or consultants of any of them and Company’s contractors of any tier, (b) the Contractor, its Affiliates, agents and sub-contractors and the personnel or consultants of any of them.
Indemnity by the Contractor. The Contractor shall at all times and without limitation, indemnify and save harmless the Municipality, its Councilors, directors, officers, agents and employees 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 Municipality, its Councilors, directors, officers, agents and employees 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:
13.1 the misconduct, negligent action or negligent failure to act, as the case may be, of the Contractor and/or any of those persons for whom the Contractor is responsible at law (including, without limitation, any of its employees or sub-contractors); or
13.2 the costs of repairs, clean-up or restoration paid by the Municipality and any fines levied against the Municipality or the Contractor arising from the provision of the Services by the Contractor; or
13.3 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 Contractor to be fulfilled, kept, observed or performed, as the case may be; or
13.4 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 Contractor and/or any of those persons for whom the Contractor is responsible at law (including, without limitation, any of its employees or sub-contractors). The provisions of this Section are in addition to and shall not prejudice any other rights of the Municipality at law or in equity. This Section shall survive the termination or expiry of this Agreement for any reason whatsoever.
Indemnity by the Contractor. 25.2.1 Without limiting the generality of Clause 25.1, the Contractor shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to:
(a) failure of the Contractor to comply with Applicable Laws and Applicable Permits;
(b) payment of taxes required to be made by the Contractor in respect of the income or other taxes of the Sub-contractors, suppliers and representatives; or
(c) non-payment of amounts due as a result of Materials or services furnished to the Contractor or any of its Sub-contractors which are payable by the Contractor or any of its Sub-contractors.
