Indenmification Sample Clauses

Indenmification. Contractor agrees to indenmify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board ("County Indemnitees") harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. AA Audits/lnspections: Contractor agrees to permit the County's Auditor-Controller or the Auditor­ Controller's authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection. The County reserves the right to audit and verify the Contractor's records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. ▇▇▇▇▇▇▇, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor's records pertaining to this agreement shall be forwarded to the County's project manager. BB. Contingency of Funds: Contractor acknowledges that f-tmding or portions of funding for this C...

Indenmification. The DESIGN TEAM shall indemnify and hold the OWNER and their officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the DESIGN TEAM’s negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require the DESIGN TEAM to indemnify the OWNER against and hold harmless the OWNER from claims, demands or suits based solely upon the conduct of the OWNER, their agents, officers and employees and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the DESIGN TEAM’s agents or employees and (b) the OWNER, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence, (2) the costs to the OWNER of defending such claims and suits, etc., shall be valid and enforceable only to the extent of the DESIGN TEAM’s negligence or the negligence of the DESIGN TEAM’s agents or employees.

Indenmification. I hereby agree to indemnify and hold harmless from and against any and all losses, liabilities, claims, obligations, costs,

Indenmification. In lieu of and not withstanding the pro rata risk allocation which might otherwise be imposed between the PARTIES pursuant to Government Code section 895.6, the PARTIES agree that all loses or liabilities incurred by a party shall not be shared pro rata as defined in Government Code section 895.6, but instead SAN ▇▇▇▇ and MILPITAS agree that pursuant to Government Code section 895.4, each of the PARTIES hereto shall fully indemnify and hold each of the other party, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code section 810.8) occurring by reason of and only to the extent of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this AGREEMENT. No party, nor any officer, board member, employee or agent thereof shall be responsible to the extent any damage or liability occurs by reason of the negligent acts or omissions or willful misconduct of other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other parties under this AGREEMENT.

Indenmification. To the fullest extent allowed by law, the Firm shall indemnify, defend, save and hold harmless, protect, and exonerate the District, its officers, employees, agents, and representatives, and the State of Mississippi from and against all claims, demands, liabilities, suits, actions, damages, losses, and costs of every kind and nature whatsoever, including, without limitation, court costs, investigative fees and expenses, and attorneys' fees, and claims for damage arising out of or caused by the Firm and/or its partners, principals, agents, employees and.for subcontractors in the performance of or failure to perform this Contract.

Indenmification. To the e tent allowed by law, the District ,viii defend and indemnify the Superintendent in the event he becomes a party or is threatened to be made a party to any threatened or pending civil action for acts or omissions within the scope of his employment as Superintendent of Schools. The Superintendent \.\.rill immediately notify the Board and the rnstrict of any request for defense or indemnification. The Board and the District have the right to conduct the def nse of any civil action for which the Superintendent requests defense or indemnification and the Superintendent will fully cooperate with the Board and the Disttict in such defense. This paragraph survives the expiration of this Agreement.

Indenmification. The Lender specifically acknowledges that the Corporation will be making representations and warranties regarding the Eligible Loans to be Financed as part of the proposed public offering of Obligations of the Corporation (including, without limitation, Obligations to be issued under the Indenture) based in part on the accuracy of the Lender's representations and warranties in this Agreement. The Lender agrees to cooperate with the Corporation and to furnish all information in its possession appropriate for inclusion in the Corporation's offering documents. The Lender agrees to indemnify and save the Trustee, the Corporation, the nonprofit corporation formerly known as Student Loan Finance Corporation and the underwriters or dealers for said obligations harmless of, from and against any and all loss, cost, damage of expense, including reasonable attorneys' fees, incurred by reason of any breach of the Lender's warranties or representations hereunder or any false or misleading representations of the Lender or any failure to disclose any matter which makes the warranties and representations herein misleading or any inaccuracy in any information furnished by the Lender in connection herewith.

Indenmification