Indemnity Generally Clause Samples
The "Indemnity Generally" clause establishes a party's obligation to compensate another party for certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this clause outlines the scope of indemnification, specifying what types of claims or damages are covered, such as third-party lawsuits or breaches of contract, and may detail procedures for making indemnity claims. Its core practical function is to allocate risk between the parties, ensuring that one party is protected from specific financial harms that could result from the actions or omissions of the other party or from external claims.
Indemnity Generally. As a material inducement to each Party to enter into this Agreement, each Party hereby unconditionally and irrevocably covenants and agrees to indemnify, defend, and hold harmless the other Party, its affiliates, successors, and assigns, and all of its and their respective directors, officers, managers, members, partners, agents, employees, and controlling persons (collectively, “Indemnitee”) against any and all claims, liabilities, losses, damages, penalties, actions, judgments, fines, forfeitures, amounts paid in settlement, costs, or expenses, including all reasonable attorneys’ fees, costs, fees and expenses of defense, appeal, and settlement of any proceedings instituted against any Indemnitee, and all costs of investigation in connection therewith actually and reasonably incurred in connection with any claim(s) against any Indemnitee to the extent resulting or arising from or relating to the breaching Party’s or any of its representatives’ material breach of this Agreement or gross negligence, bad faith, or willful misconduct in connection with such breaching Party’s performance (or lack of performance) under this Agreement. Breaching Party further covenants and agrees to make full and timely payment to each and every Indemnitee of any reasonable expenses (including reasonable attorneys’ fees) which such Indemnitee may incur in the enforcement of this Section 9 against such breaching Party.
Indemnity Generally. Tenant shall defend, pay, indemnify and hold harmless Landlord and its agents, employees, servants and representatives (together, the "Indemnified Parties") from and against any and all claims, demands, injuries, damages, fines, penalties, lawsuits, actions, proceedings, orders, decrees, judgments or liability of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses incurred by any of the Indemnified Parties, including reasonable attorneys' fees and expenses, resulting or arising from or in connection with (i) any accident, bodily injury, death, personal injury of any kind, or property damage arising directly or indirectly, out of or from or on account of any occurrence in, upon, at, or about the Project; (ii) any accident, bodily injury, death, personal injury or property damage arising, directly or indirectly, out of or in connection with Tenant's operation of gaming activities or the Casino; (iii) any use, occupancy, non-use, or condition of the Project; and (iv) any failure on the part of the Tenant to perform or comply with any of the terms, covenants and conditions of this Lease.
Indemnity Generally. Permittee shall indemnify, defend, and hold harmless City, its officers and employees from all claims arising from death or injury of any person or damage to any property occurring in or about the Property; however, this provision shall not apply to any claim to the extent the claim arises from the sole negligence or willful misconduct of City, its officers and employees.
Indemnity Generally. Tenant shall indemnify, defend, and hold harmless Landlord, its officers and employees from all claims arising from death or injury of any person or damage to any property occurring in or about the Property; however, this provision shall not apply to any claim to the extent the claim arises from the sole negligence or willful misconduct of Landlord, its officers and employees.
Indemnity Generally. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, FOR CLAIMS RESULTING FROM NON-PROFESSIONAL SERVICES, CONSULTANT SHALL INDEMNIFY, PROTECT, DEFEND (WITH COUNSEL APPROVED BY OWNER) AND HOLD HARMLESS INDEMNITEES FROM ALL LIABILITIES, DAMAGES, LOSSES, SETTLEMENTS, LITIGATION AWARDS, EXPENSES AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AT BOTH THE TRIAL AND APPELLATE LEVELS, OR CLAIMS OF LOSSES (COLLECTIVELY, "LOSSES") MADE BY ANY THIRD PERSON OR THIRD PARTY, THAT ARISE OUT OF, OR RESULT FROM, THE FOLLOWING: (A) THE SERVICES OF CONSULTANT OR CONSULTANT’S SUBCONSULTANTS OR (B) ANY PENALTIES OR FINES LEVIED OR ASSESSED FOR VIOLATION OF ANY APPLICABLE LAW ARISING OUT OF CONSULTANT’S OR SUBCONSULTANT’S PERFORMANCE OF THE SERVICES. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, CONSULTANT’S PROMISE OF DEFENSE AND INDEMNITY SPECIFICALLY INCLUDES LOSSES FOUNDED IN PART ON THE ALLEGED NEGLIGENCE (OF ANY KIND) OF ANY INDEMNITEE. HOWEVER, TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, IF THE NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF INDEMNITEE IS THE CAUSE OF THE LOSS, THEN SUCH INDEMNITEE WILL ULTIMATELY BEAR ITS PROPORTIONAL SHARE OF THE LOSS; IN ANY SUCH INSTANCE, THE PERCENTAGE OF NEGLIGENCE OR INTENTIONAL MISCONDUCT ATTRIBUTABLE TO SUCH INDEMNITEE, TO CONSULTANT, OR TO ANY OTHER PERSON OR ENTITY, MAY BE DETERMINED BY A COURT OF COMPETENT JURISDICTION OR OTHERWISE AGREED TO BY SUCH INDEMNITEE AND CONSULTANT IN WRITING. TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, WHILE CONSULTANT SHALL DEFEND ALL CLAIMS AGAINST INDEMNITEE IN THE FIRST INSTANCE, SUCH INDEMNITEE SHALL PROMPTLY REIMBURSE CONSULTANT FOR REASONABLE COSTS AND EXPENSES OF DEFENSE (AND INDEMNITY PAID, IF ANY) TO THE FULL EXTENT OF OWNER'S PROPORTIONAL SHARE OF NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT AS DETERMINED IN ACCORDANCE WITH THE PRECEDING SENTENCE OR OTHERWISE AGREED HEREUNDER.
Indemnity Generally. To the fullest extent permitted by law, the Company shall indemnify, hold harmless and defend the Manager and the sole Member (each an “Indemnified Party” and together the “Indemnified Parties”) from and against all claims, costs, expenses, losses, liabilities and damages (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by any Indemnified Party or its agents and arise out of or in connection with the affairs of the Company or any alternative investment structure through which Company investments are made or the performance by such Indemnified Party or its agents of any of their responsibilities hereunder or otherwise in connection with the matters contemplated herein; provided that an Indemnified Party shall be entitled to indemnification hereunder only to the extent that such Indemnified Party’s conduct did not constitute fraud, bad faith, intentional misconduct, a material and knowing violation of any applicable local, state or federal laws or an intentional and material breach of this Agreement.
Indemnity Generally. Each Party (the “Indemnitor”) hereby indemnifies and releases and agrees to defend and hold harmless the other Party and its Affiliates and each of its or their directors, officers, managers, employees, attorneys, advisors, and agents and, in the case of Seller, its authorized subcontractors (each, an “Indemnitee”) from and against any and all Claims (but excluding any Claims for which liquidated damages or other remedies are explicitly provided under this Agreement) caused by, resulting from, arising out of, or relating to:
(a) any act or incident related to any Carbon-Free Energy sold and purchased hereunder occurring at any time when such Carbon-Free Energy is deemed for purposes of this Agreement to be under the Indemnitor’s possession and control;
(b) any gross negligence or willful misconduct of the Indemnitor or any of its Affiliates or any of its or their directors, managers, officers, employees, subcontractors of any tier, or agents in connection with this Agreement; and
(c) any Governmental Charges that are the responsibility of the Indemnitor pursuant to Article 6 or Article 14.
Indemnity Generally. Licensee shall indemnify, save harmless and defend the City, its mayor and council, appointed boards and commissions, officers and employees, (collectively “City and its agents”) individually and collectively from all fines, liens, suits, claims, demands, actions, costs of litigation, attorneys' fees, judgments or liability of any kind (“Losses”) (including but not limited to libel, slander, invasion of privacy, unauthorized use of any trademark, trade name or service mark, copyright infringement, injury, death or damage to person or property) arising out of or in any way connected with the installation, construction, operation, maintenance or condition of the System. The City shall give Licensee timely written notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the indemnity of this section, where Licensee is not a party thereto.