Indemnity - General. The following provisions shall apply to any claim for indemnification made by a party ("Indemnified Party") of another ("Indemnitor").
(a) An Indemnified Party shall give Indemnitor written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which such Indemnified Party may request indemnification hereunder or as to which the Threshold Amount may be applied as soon as is practicable and in any event within sixty (60) days of the time that such Indemnified Party learns of such claim, assertion, event or proceeding; provided, however, that the failure to so notify Indemnitor shall not affect rights to indemnification hereunder except to the extent that Indemnitor is actually prejudiced by such failure.
(b) Indemnitor shall have the right by notice given to the Indemnified Party within sixty (60) days of receipt of notice of the claim to direct, through counsel of its own choosing reasonably acceptable to the Indemnified Party, the defense or settlement of any such claim or proceeding at its own expense, provided that Indemnitor shall not settle any such claim or proceeding without arranging for the release of the Indemnified Party and the partners, members, shareholders or other owners of the Indemnified Party. If Indemnitor elects to assume the defense of any such claim or proceeding, Indemnitor shall consult with the Indemnified Party and the Indemnified Party may participate in such defense, but in such case the expenses of the Indemnified Party shall be paid by the Indemnified Party. The Indemnified Party shall provide Indemnitor with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Indemnitor in the defense or settlement thereof, and Indemnitor shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If Indemnitor elects to direct the defense of any such claim or proceeding, the Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Indemnitor consents in writing to such payment or unless a final judgment from which no appeal may be taken by or on behalf of Indemnitor is entered against the Indemnified Party for such liability. If Indemnitor fails to defend or if, after commencing or undertaking any such defense, Indemnitor fails to diligently prosecute or withdraws from such defe...
Indemnity - General. Except to the extent and solely for the amount therein set out that the Managers would be liable under Clause 11.2, the Owners hereby undertake to keep the Managers and their employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising out of or in connection with the performance of this Agreement, including, but not limited to, any and all liability arising under the MLC, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.
Indemnity - General. The Company hereby undertakes to indemnify and hold harmless the Consultant and its employees, agents and subcontractors against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses on a full indemnity basis) which the Consultant may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement other than arising from the gross negligence or willful misconduct of the Consultant.
Indemnity - General. Seller will indemnify and hold harmless Buyer, its affiliates and their directors, officers, employees, agents, and representatives (collectively, the “Indemnified Parties”) from any liability, loss, damage, claim, demand, action, proceeding, cost or expense, including legal fees on a solicitor and own client basis (collectively, “Losses”) related to:
(a) the Goods and/or Services;
(b) Seller’s breach of the Agreement; or
(c) the negligence or any other act or omission of Seller, to the extent that such Losses were not a result of the gross negligence or wilful misconduct of Buyer. Any limitation of Seller’s obligation to indemnify Buyer, either by provisions of Seller’s delivery slips or other instruments, is void.
Indemnity - General. Seller agrees to indemnify and save harmless the Indemnified Parties from and against any Losses based on or relating to:
(a) the use or operation of the Goods and/or Services;
(b) Seller’s failure to comply with any and all laws, statutes, regulations, bylaws, judgments, decrees, orders, injunctions, rules, guidelines, ordinances, regulations, requirements, permits, remediation orders and directions of any governmental authority with respect to the Goods and/or Services (collectively, the “applicable laws”);
(c) Seller’s breach of the Agreement; or
(d) the negligence or any other act or omission of Seller, to the extent that such Losses were not a result of the gross negligence or wilful misconduct of Buyer. Any limitation of Seller’s obligation to indemnify Buyer, either by provisions of Seller’s delivery slips or other instruments, is void.
Indemnity - General. QAM shall indemnify, protect, defend and hold completely harmless, SRA, the City, and its officers, agents and employees from and against all liability, losses, suits, claims, judgments, fines or demands arising from injury or death of any person or damage to any property, including all reasonable costs for investigation and defense thereof (including attorney fees, court costs, and expert fees), of any nature whatsoever arising out of or incident to this Agreement, QAM’s use or occupancy of the Leased Premises, QAM’s self-fueling and/or aircraft servicing operations, the Airport, or the rights, licenses, or privileges granted Lessee herein, or the acts or omissions of QAM’s officers, agents, employees, contractors, subcontractors, licensees, or invitees, regarding of where the injury, death or damage may occur, unless such injury, death or damages is caused by the sole negligence of SRA. SRA shall give notice to QAM of any such liability, loss, suit, claim or demand, and QAM shall defend the same using counsel reasonably acceptable to SRA. The provisions of this section shall survive the early termination or expiration of this Agreement.
Indemnity - General. Lessee shall indemnify, protect, defend and hold completely harmless, SRA, the City, and its officers, agents and employees from and against all liability, losses, suits, claims, judgments, fines or demands arising from injury or death of any person or damage to any property, including all reasonable costs for investigation and defense thereof (including attorney fees, court costs, and expert fees), of any nature whatsoever arising out of or incident to this Agreement, Lessee’s use or occupancy of the Leased Premises, Xxxxxx's fueling and/or aircraft servicing operations, the Airport, or the rights, licenses, or privileges granted Lessee herein, or the acts or omissions of Lessee’s officers, agents, employees, contractors, subcontractors, licensees, or invitees, regarding of where the injury, death or damage may occur, unless such injury, death or damages is caused by the sole negligence of SRA. SRA shall give notice to Lessee of any such liability, loss, suit, claim or demand, and Xxxxxx shall defend the same using counsel reasonably acceptable to SRA. The provisions of this section shall survive the early termination or expiration of this Agreement.
Indemnity - General. Without prejudice to any other rights or remedies available to either party, each party shall indemnify the other against all claims and proceedings, damages, costs and expenses arising or incurred in respect of:
Indemnity - General. Except to the extent and solely for the amount therein set out that the Managers would be liable under Clause 11.2, the Owners hereby undertake to keep the Managers and their employees, agents Ship Technical Management Agreement owners managers
Indemnity - General. Where We supply any Goods, Software or Services for You at Relevant Premises, You agree to indemnify Us and keep Us indemnified against any Loss arising out of the physical injury or death of any of Our Personnel arising in any way from provision of defective equipment by You, Your failure to provide a safe system of work or otherwise by reason of any negligent act or default by You or Your Personnel.
