Indemnity from Liability Claims Sample Clauses

Indemnity from Liability Claims. Developer shall indemnify, defend (at County’s request) and hold harmless County, and its successors and assigns, from and against all claims, costs, expenses (including attorney fees), losses, damages and liabilities whatsoever arising from or in connection with the death of, or injury, loss or damage whatsoever caused to, any person or to the property of any person (a) as occurs in the process of the construction work or the performance of Developer’s other obligations under this DDA, except to the extent caused by County or its employees, agents, contractors, subcontractors, licensees, or invitees, or (b) arising from Environmental Conditions on the Property after Closing. Subject to the conditions and limitations of Article XI, Section 10 of the Oregon Constitution and the Oregon Tort Claims Act, ORS
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Indemnity from Liability Claims. Motivate shall hold harmless, defend, and indemnify the City of Portland and the State of Oregon, their officers, employees, and agents, from and against all third party claims, demands, suits, actions (“Claims”) and all losses, damages, liabilities, costs and expenses arising from or incidental to any Claims (including all attorney’s fees and costs), to the extent resulting from or arising out of the operation of the System by Motivate, its officers, employees or agents under this Contract, except to the extent: (a) caused by the City or its employees, officers, agents, contractors, subcontractors, licensees or invitees; (b) caused by the negligence or willful misconduct of the City or its employees, officers, agents, contractors, subcontractors, licensees or invitees, (c) relating to the condition of any City right-of-way outside of the perimeter of a Station, or (d) caused by any action(s) taken by Motivate per City requirements and/or directives which action(s) was contrary to Motivate's recommendations to the City as evidenced by Motivate's written communication(s) that includes a specific explanation of how such requirement and/or directive might expose Motivate and/or the City to liability to the Project Officer prior to the action(s) being taken. The indemnity set forth in this Section 11.6 shall survive any expiration or termination of this Contract.
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Indemnity from Liability Claims. Motivate shall hold harmless, defend, and indemnify the City of Portland and the State of Oregon, their officers, employees, and agents, from and against all third party claims, demands, suits, actions, losses, damages, liabilities, costs and expenses of whatsoever nature, including all attorney’s fees and costs, to the extent resulting from or arising out of (a) the acts or omissions of Motivate or its officers, employees, or agents arising out of or in connection with negligence or intentional misconductof Motivate or its officers, employees, or agents under this Contract, except to the extent: (a) caused by the City or its employees, officers, agents, contractors, subcontractors, licensees or invitees; (b) caused by the negligence or willful misconduct of the City or its employees, officers, agents, contractors, subcontractors, licensees or invitees or (c) caused by any action(s) taken by Motivate per City requirements and/or directives which action(s) was contrary to Motivate's recommendations to the City as evidenced by Motivate's written communication(s) that includes a specific explanation of how such requirement and/or directive might expose Motivate and/or the City to liability to the Project Officer prior to the action(s) being taken.. The indemnity set forth in this Section 11.6 shall survive any expiration or termination of this Contract.
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Indemnity from Liability Claims. Indemnify, defend (at PHB’s request) and hold harmless PHB, and its successors and assigns, from and against all claims, costs, expenses, losses, damages and liabilities whatsoever arising from or in connection with the death of, or injury, loss or damage whatsoever caused to, any person or to the property of any person during the process of the construction work or the performance of Developer’s other obligations under this Agreement, except to the extent: (a) caused solely by PHB or its employees, agents, contractors, subcontractors, licensees or invitees; or (b) caused by the gross negligence or willful misconduct of PHB or its employees, agents, contractors, subcontractors, licensees or invitees. The indemnity set forth in this Section 7.6.2 shall survive the issuance of the Certificate of Completion and any termination of this Agreement.
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Indemnity from Liability Claims. To the full extent permitted by law, indemnify, defend (at PHB’s request) and hold harmless PHB, and its successors and assigns, from and against all claims, costs, expenses, losses, damages and liabilities whatsoever arising from or in connection with the death of, or injury, loss or damage whatsoever caused to, any person or to the property of any person during the process of the construction work or the performance of Developer’s other obligations under this Agreement, except to the extent: (a) caused by PHB or its employees, agents, contractors, subcontractors, licensees or invitees; or (b) caused by the gross negligence or willful misconduct of PHB or its employees, agents, contractors, subcontractors, licensees or invitees. The indemnity set forth in this Section 7.6.2 shall survive the issuance of the Certificate of Completion and any termination of this Agreement.
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Indemnity from Liability Claims. Operator shall hold harmless, defend, and indemnify the City of Portland and the State of Oregon, their officers, employees, and agents, from and against all third party claims, demands, suits, actions (" Claims") and all losses, damages, liabilities, costs and expenses arising from or incidental to any Claims (including all attorney' s fees and costs), to the extent resulting from or arising out of the operation of the System by Operator, its officers, employees or agents under this Contract, except to the extent: (a) caused by the City or its employees, officers, agents, contractors, subcontractors, licensees or invitees, including through the negligence or willful misconduct of any such party; (b) relating to the condition of any City right-of-way outside of the perimeter of a Station, or (c) caused by any action(s) taken by Operator per City requirements and/or directives which action(s) was contrary to Operator's recommendations to the City as evidenced by Operator's written communication(s) that includes a specific explanation of how such requirement and/or directive might expose Operator and/or the City to liability to the Proj ect Officer prior to the action(s) being taken.
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Related to Indemnity from Liability Claims

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

  • Release from Liability Contractor generally releases from liability and waives all claims against any party providing information about the Contractor at the request of System Agency.

  • INDEMNIFICATION; LIABILITY a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.

  • Indemnification Claims (a) In the event that any of the Parties are entitled, or seek to assert rights, to indemnification under this Article VI, the Party or Parties seeking indemnification (the “Indemnified Parties”) shall give written notification to the other Party or Parties (the “Indemnifying Parties”) of the commencement of any suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 Business Days after receipt by the Indemnified Parties of notice of such suit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Parties) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, however, that no delay on the part of the Indemnified Parties in notifying the Indemnifying Parties shall relieve the Indemnifying Parties of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Parties may, upon written notice thereof to the Indemnified Parties seeking indemnification, assume control of the defense of such suit or proceeding with counsel reasonably satisfactory to the Indemnified Party seeking indemnification; provided that the Indemnifying Parties may not assume control of the defense of a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party seeking indemnification. If the Indemnifying Parties do not so assume control of such defense, the Indemnified Parties seeking indemnification shall control such defense. The Party not controlling such defense (the “Non-Controlling Party”) may participate therein at its own expense; provided that if the Indemnifying Parties assumes control of such defense and the Indemnified Parties seeking indemnification reasonably concludes that the Indemnifying Parties and the Indemnified Parties seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Parties shall be considered “Damages” for purposes of this Agreement. The Party or Parties controlling such defense (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party as reasonably needed in the defense of such suit or proceeding at the sole cost and expense of the Indemnifying Parties under Section 6.1 or 6.2, which cost and expense shall be considered “Damages” for purposes of this Agreement. The Indemnifying Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Parties, which shall not be unreasonably withheld or delayed; provided that the consent of the Indemnified Parties shall not be required if the Indemnifying Parties agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Parties from further liability and has no other materially adverse effect on the Indemnified Parties. The Indemnified Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnifying Parties, which shall not be unreasonably withheld or delayed.

  • Our Liability (a) The quality and reliability of your electricity supply and the quality, pressure and continuity of your gas supply is subject to a variety of factors that are beyond our control as your retailer, including accidents, emergencies, weather conditions, vandalism, system demand, the technical limitations of the distribution system and the acts of other persons (such as your distributor), including at the direction of a relevant authority.

  • Damage Liability The University is not liable for damage to or loss of personal property, failure or interruption of utilities, or for injury or inconvenience to persons (except to the extent set forth in Florida Statutes, Sec. 768.28) Students are encouraged to provide their own personal property loss insurance.

  • Indemnity/Liability You shall indemnify, and hold harmless RIM, the RIM Group of Companies, RIM's affiliates, suppliers, successors, agents, authorised distributors, (including Airtime Service Providers) and assigns and each of their directors, officers, employees and independent contractors (each a "RIM Indemnified Party") from any damages, losses, costs or expenses (including reasonable lawyers’ fees and costs) incurred by a RIM Indemnified Party, and at the RIM Indemnified Party’s request defend at Your expense any third party claim or proceeding brought against the RIM Indemnified Party, arising from: (a) infringement of patents or other intellectual property or proprietary rights arising from combining with or using any device (other than a BlackBerry Handheld Product), system or service in connection with Your BlackBerry Solution or any portion thereof; or (b) Your breach of this Agreement or any Addendum to this Agreement. No remedy herein conferred upon RIM is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.

  • Your Indemnity Obligations You hereby agree to indemnify, defend and hold Provider harmless from and against any and a l liability, losses, costs, and expenses (including attorneys’ fees) incurred by Provider, or any one of them, in connection with any claim, arising out of your use of the O ferings, Your Content, any violation of this XXXX, including any supplemental term, and/or your violation of the rights of any other party, including the Provider, or any one of them. Notwithstanding the foregoing, we may assume the defense and control of any indemnifiable claim, for which you agree to provide your cooperation and to assume the costs thereof.

  • Indemnification Against Third-Party Claims Each Party (the Indemnifying Party) agrees to indemnify, defend, and hold harmless the other Party (the Indemnified Party) and the other Party’s Subsidiaries, predecessors, successors, Affiliates, and assigns, and all current and former officers, directors, members, shareholders, agents, contractors and employees of all such persons and entities (collectively, with Indemnified Party, the “Indemnitee Group”), from any and all Claims (as hereinafter defined).

  • Accountholder’s Indemnification Obligation You understand and agree that you are required to indemnify us and hold us harmless against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising out of your use of the Services and/or breach of this Agreement. You understand and agree that this paragraph shall survive termination of this Agreement.

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