Common use of Indemnity Provisions Clause in Contracts

Indemnity Provisions. A. Company shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney’s fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively "Claims") directly or indirectly arising from, related to or connected with, in whole or in part, Company's work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Company or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Company or Company's officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Company's subcontractors or suppliers of any tier, or if any officers, agents, consultants, employees or representatives of Company or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Company or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively "Acts and Omissions"). This indemnification obligation includes any penalties or fines assessed by the Federal Aviation Administration or Transportation Security Administration as well as any other costs to the City, such as investigation and security training, incurred as a result of any violation of federal security regulations, including the Airport security plan, by the Company, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. B. Company shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that Company, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not Company, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. Company’s duty to defend shall arise only upon City's tender of defense to Company in writing. Upon receipt of City's tender of defense, if Company does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Company shall pay and be liable for the reasonable costs, expenses and attorneys' fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Company to indemnify, hold harmless, or defend City from City's fault, which shall be apportioned between the parties based on the proportionate share of fault of each party. E. The parties intend that the indemnity and defense provisions in this Article 5 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. Company’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with Company, indemnify and defend City, and City's officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Company is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Company from making a claim against its subcontractors for contribution at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Company and its subcontractors. G. The Company hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the Company, a subconsultant or subcontractor under workers' compensation acts, disability benefits acts, or other employee benefit acts. I. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Company shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney’s fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Company and persons employed or utilized by the Company in the performance of the Agreement.

Indemnity Provisions. A. Company Permittee shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney’s fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively "“Claims"”) directly or indirectly arising from, related to or connected with, in whole or in part, Company's Permittee’s work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Company Permittee or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Company Permittee or Company's Permittee’s officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Company's Permittee’s subcontractors or suppliers of any tier, or if any officers, agents, consultants, employees or representatives of Company Permittee or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Company Permittee or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively "“Acts and Omissions"”). This indemnification obligation includes any penalties or fines assessed by the Federal Aviation Administration or Transportation Security Administration as well as any other costs to the City, such as investigation and security training, incurred as a result of any violation of federal security regulations, including the Airport security plan, by the CompanyPermittee, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. B. Company Permittee shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that CompanyPermittee, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not CompanyPermittee, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. CompanyPermittee’s duty to defend shall arise only upon City's ’s tender of defense to Company Permittee in writing. Upon receipt of City's ’s tender of defense, if Company Permittee does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Company Permittee shall pay and be liable for the reasonable costs, expenses and attorneys' ’ fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Company Permittee to indemnify, hold harmless, or defend City from City's ’s fault, which shall be apportioned between the parties based on the proportionate share of fault of each party. E. The parties intend that the indemnity and defense provisions in this Article 5 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. CompanyPermittee’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with CompanyPermittee, indemnify and defend City, and City's ’s officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Company Permittee is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Company Permittee from making a claim against its subcontractors for contribution at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Company Permittee and its subcontractors. G. The Company Permittee hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the CompanyPermittee, a subconsultant or subcontractor under workers' ’ compensation acts, disability benefits acts, or other employee benefit acts. I. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Company Permittee shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney’s fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Company Permittee and persons employed or utilized by the Company Permittee in the performance of the Agreement.

Indemnity Provisions. A. Company Artist shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney’s attorney fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively "“Claims"”) directly or indirectly arising from, related to or connected with, in whole or in part, Company's Artist’s work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Company Artist or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Company Artist or Company's Artist’s officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Company's Artist’s subcontractors or suppliers of any tier, or if any officers, agents, consultantsArtists, employees or representatives of Company Artist or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Company Artist or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively "Acts and Omissions")Agreement. This indemnification obligation includes any penalties or fines assessed by the Federal Aviation Administration or Transportation Security Administration as well as any other costs to the City, such as investigation and security training, incurred as a result of any violation of federal security regulations, including the Airport security plan, by the CompanyArtist, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. (collectively “Acts and Omissions”). B. Company Artist shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that CompanyArtist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not CompanyCity, Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. CompanyArtist’s duty to defend shall arise only upon City's ’s tender of defense to Company Artist in writing. Upon receipt of City's ’s tender of defense, if Company Artist does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Company Artist shall pay and be liable for the reasonable costs, expenses and attorneys' attorney fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Company Artist to indemnify, hold harmless, indemnify or defend City from City's fault’s negligence or willful misconduct, which shall be apportioned between the parties based on the proportionate share of fault of each partyas required by Utah law. E. The parties intend that the indemnity and defense provisions in this Article 5 Section 7 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. CompanyArtist’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with CompanyArtist, indemnify and defend City, and City's ’s officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Company Artist is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Company Artist from making a claim against its subcontractors for contribution at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Company Artist and its subcontractors. G. The Company Artist hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the CompanyArtist, a subconsultant sub-provider or subcontractor under workers' ’ compensation acts, disability benefits acts, or other employee benefit acts. I. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Company Artist shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney’s attorney fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Company Artist and persons employed or utilized by the Company Artist in the performance of the Agreement. J. The provisions of this Section 7 shall survive the termination of this Agreement and the completion of the work and shall apply to all Claims regardless of whether they arise before or after completion of the work under the Agreement.

Indemnity Provisions. A. Company Permittee shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney’s fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively "“Claims"”) directly or indirectly arising from, related to or connected with, in whole or in part, Company's Permittee’s work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Company Permittee or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Company Permittee or Company's Permittee’s officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Company's Permittee’s subcontractors or suppliers of any tier, or if any officers, agents, consultants, employees or representatives of Company Permittee or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Company Permittee or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively "“Acts and Omissions"”). This indemnification obligation includes any penalties or fines assessed by the Federal Aviation Administration or Transportation Security Administration as well as any other costs to the City, such as investigation and security training, incurred as a result of any violation of federal security regulations, including the Airport security plan, by the CompanyPermittee, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. B. Company Permittee shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that CompanyPermittee, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or and Omissions, regardless of whether such allegations or assertions are true and whether or not CompanyPermittee, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or and Omissions. C. CompanyPermittee’s duty to defend shall arise only upon City's ’s tender of defense to Company Permittee in writing. Upon receipt of City's ’s tender of defense, if Company Permittee does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Company Permittee shall pay and be liable for the reasonable costs, expenses and attorneys' ’ fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Company Permittee to indemnify, hold harmless, or defend City from City's ’s fault, which shall be apportioned between the parties based on the proportionate share of fault of each party. E. The parties intend that the indemnity and defense provisions in this Article 5 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. CompanyPermittee’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with CompanyPermittee, indemnify and defend City, and City's ’s officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Company Permittee is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Company Permittee from making a claim against its subcontractors for contribution at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Company Permittee and its subcontractors. G. The Company Permittee hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the CompanyPermittee, a subconsultant or subcontractor under workers' ’ compensation acts, disability benefits acts, or other employee benefit acts. I. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Company Permittee shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney’s fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Company Permittee and persons employed or utilized by the Company Permittee in the performance of the Agreement.

Indemnity Provisions. A. Company Artist shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney’s attorney fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively "Claims") directly or indirectly arising from, related to or connected with, in whole or in part, CompanyArtist's work Work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Company Artist or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Company Artist or CompanyArtist's officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of CompanyArtist's subcontractors or suppliers of any tier, or if any officers, agents, consultants, employees or representatives of Company Artist or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Company Artist or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement Agreement, including infringement of any intellectual property right (collectively "Acts and Omissions"). This indemnification obligation includes any penalties or fines assessed by the Federal Aviation Administration or Transportation Security Administration as well as any other costs to the City, such as investigation and security training, incurred as a result of any violation of federal security regulations, including the Airport security plan, by the CompanyArtist, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. B. Company Artist shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that CompanyArtist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not CompanyArtist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. CompanyArtist’s duty to defend shall arise only upon City's tender of defense to Company Artist in writing. Upon receipt of City's tender of defense, if Company Artist does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Company Artist shall pay and be liable for the reasonable costs, expenses and attorneys' attorney fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Company Artist to indemnify, hold harmless, or defend City from City's fault, which shall be apportioned between the parties based on the proportionate share of fault of each party. E. The parties intend that the indemnity and defense provisions in this Article 5 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. CompanyArtist’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with CompanyArtist, indemnify and defend City, and City's officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Company Artist is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Company Artist from making a claim against its subcontractors for contribution or allocation of fault at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Company Artist and its subcontractors. G. The Company Artist hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the CompanyArtist, a subconsultant or subcontractor under workers' compensation acts, disability benefits acts, or other employee benefit acts. I. If The provisions of this Article 5 shall survive the above indemnity provisions in termination of this Agreement are deemed void in whole or in part under Utah law, then and the following indemnification obligations completion of the work and shall apply except to the extent such provisions are deemed void: Company shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney’s fees, to the extent caused by the acts all Claims regardless of whether they arise before or inaction, negligence, recklessness, or intentional wrongful misconduct after completion of the Company and persons employed or utilized by the Company in the performance of work under the Agreement.

Indemnity Provisions. A. Company Artist shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney’s attorney fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively "“Claims"”) directly or indirectly arising from, related to or connected with, in whole or in part, Company's Artist’s work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Company Artist or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Company Artist or Company's Artist’s officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of Company's Artist’s subcontractors or suppliers of any tier, or if any officers, agents, consultantsArtists, employees or representatives of Company Artist or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Company Artist or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively "“Acts and Omissions"”). This indemnification obligation includes any penalties or fines assessed by the Federal Aviation Administration or Transportation Security Administration as well as any other costs to the City, such as investigation and security training, incurred as a result of any violation of federal security regulations, including the Airport security plan, by the Company, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. B. Company Artist shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that CompanyArtist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not CompanyCity, Artist, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. CompanyArtist’s duty to defend shall arise only upon City's ’s tender of defense to Company Artist in writing. Upon receipt of City's ’s tender of defense, if Company Artist does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Company Artist shall pay and be liable for the reasonable costs, expenses and attorneys' attorney fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. Nothing herein shall be construed to require Company Artist to indemnify, hold harmless, indemnify or defend City from City's ’s fault, which shall be apportioned between the parties based on the proportionate share of fault of each partyas required by Utah law. E. The parties intend that the indemnity and defense provisions in this Article 5 Section 8 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. CompanyArtist’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with CompanyArtist, indemnify and defend City, and City's ’s officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Company Artist is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Company Artist from making a claim against its subcontractors for contribution at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Company Artist and its subcontractors. G. The Company Artist hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the CompanyArtist, a subconsultant sub-provider or subcontractor under workers' ’ compensation acts, disability benefits acts, or other employee benefit acts. I. If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Company Artist shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney’s attorney fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Company Artist and persons employed or utilized by the Company Artist in the performance of the Agreement. J. The provisions of this Section 7 shall survive the termination of this Agreement and the completion of the work and shall apply to all Claims regardless of whether they arise before or after completion of the work under the Agreement.

Indemnity Provisions. A. Company (a) Provider shall, at its sole cost and expense, indemnify and hold City and its officers, board members, departments, representatives, City authorized representative(s), agents, employees, affiliates, successors and assigns harmless from and against all losses, claims, demands, suits, actions, legal or administrative proceedings, damages, costs, charges and causes of action of every kind or character whatsoever, including, but not limited to, reasonable attorney’s fees and other legal costs such as those for paralegal, investigative, legal support services and the actual costs incurred for expert witness testimony, (collectively "Claims") directly or indirectly arising from, related to or connected with, in whole or in part, CompanyProvider's work under the Agreement, including but not limited to Claims directly or indirectly arising from, related to or connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault or negligence by Company Provider or its officers, directors, agents, employees, subcontractors or suppliers of any tier, or by any of their employees, agents or persons under their direction or control; violation by Company Provider or CompanyProvider's officers, directors, agents, subcontractors or suppliers of any tier, or by any of their employees, agents and persons under their direction or control, of any copyright, trademark or patent or federal, State or local law, rule, code, regulation, policy or ordinance; nonpayment to any of CompanyProvider's subcontractors or suppliers of any tier, or if any officers, agents, consultants, employees or representatives of Company Provider or its subcontractors or suppliers of any tier; and, any other act, omission, fault or negligence, whether active or passive, of Company Provider or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this Agreement (collectively "Acts and Omissions"). This indemnification obligation includes any penalties or fines assessed by the Federal Aviation Administration or Transportation Security Administration as well as any other costs to the City, such as investigation and security training, incurred as a result of any violation of federal security regulations, including the Airport security plan, by the CompanyProvider, its subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. B. Company (b) Provider shall, at its sole cost and expense, defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns from and against all Claims that are directly or indirectly based, in whole or in part, upon the allegation or assertions, express or implied, that CompanyProvider, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, committed any Acts or Omissions, regardless of whether such allegations or assertions are true and whether or not CompanyProvider, or its officers, directors, agents, subcontractors or suppliers of any tier, or any of their employees, agents or persons under their direction or control, are ultimately found liable for such Acts or Omissions. C. Company(c) Provider’s duty to defend shall arise only upon City's tender of defense to Company Provider in writing. Upon receipt of City's tender of defense, if Company Provider does not promptly accept the defense and thereafter duly and diligently defend City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns as provided herein, then Company Provider shall pay and be liable for the reasonable costs, expenses and attorneys' fees incurred after the tender of defense by City and its officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, in defending against the Claims and enforcing this provision. D. (d) Nothing herein shall be construed to require Company Provider to indemnify, hold harmless, or defend City from City's fault, which shall be apportioned between the parties based on the proportionate share of fault of each party. E. (e) The parties intend that the indemnity and defense provisions in this Article 5 Section 7.01 shall be interpreted so as to be enforceable to the fullest extent permitted by law, but nothing herein shall be interpreted in any manner to violate public policy. F. Company(f) Provider’s agreements with its subcontractors shall provide in writing (in a form acceptable to City) that each subcontractor shall, jointly and severally with CompanyProvider, indemnify and defend City, and City's officers, board members, departments, representatives, authorized representative(s), agents and employees, affiliates, successors and assigns, from any alleged Acts and Omissions of the subcontractor, and its officers, directors, agents, subcontractors or suppliers of any tier, and their employees, agents or persons under their direction or control, to at least the same degree as Company Provider is bound to indemnify, defend and hold City harmless from and against such alleged Acts and Omissions under the provisions of this Agreement. Nothing in this Agreement shall prevent Company Provider from making a claim against its subcontractors for contribution at law or pursuing contribution or indemnification from its subcontractors pursuant to the terms and conditions of the subcontracts between Company Provider and its subcontractors. G. (g) The Company Provider hereby acknowledges receipt of good and valuable consideration for the indemnification obligations of this Agreement. H. (h) The indemnification obligations of this Agreement shall not be reduced by a limitation on the amount or type of damages, compensation or benefits payable by or for the CompanyProvider, a subconsultant or subcontractor under workers' compensation acts, disability benefits acts, or other employee benefit acts. I. (i) If the above indemnity provisions in this Agreement are deemed void in whole or in part under Utah law, then the following indemnification obligations shall apply except to the extent such provisions are deemed void: Company Provider shall indemnify and hold harmless the City, its officers and employees, from liabilities, damages, losses and costs, including but not limited to, reasonable attorney’s fees, to the extent caused by the acts or inaction, negligence, recklessness, or intentional wrongful misconduct of the Company Provider and persons employed or utilized by the Company Provider in the performance of the Agreement.