Common use of LIABILITIES AND INDEMNIFICATION Clause in Contracts

LIABILITIES AND INDEMNIFICATION. A. CITY is financially responsible for damages to the real or personal property of FDC caused by CITY or CITY-permitted FACILITY users’ use of FACILITY. Nothing herein shall be deemed to preclude CITY from seeking or obtaining reimbursement from any responsible party. B. CITY will indemnify, defend, and hold harmless FDC, its officers, agents, employees, representatives, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by CITY at FACILITY, except those which arise out of the sole negligence of FDC. CITY shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the CITY, or for damage to alterations or attachments that may result from the normal operation and maintenance of the improvements provided by the CITY during the term of the MOU C. FDC will indemnify, defend, and hold harmless CITY, its officers, agents, employees, representatives, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by FDC at FACILITY, except those which arise out of the sole negligence of CITY. D. When performing work on property in the care, custody or control of the State, CITY shall either be lawfully self-insured or shall maintain commercial general liability insurance, workers’ compensation insurance and any other appropriate insurance the parties agree upon. Upon request, the CITY may be required to have the State shown as an “additional insured” on selected policies of insurance which it may have. E. CITY agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, or any person, firm, or corporation furnishing or supplying work, services, materials or supplies in connection with the construction of the improvements to be built on FACILITY by CITY. CITY shall not permit any lien to be placed on the property of the State in connection with any such work of improvement.

LIABILITIES AND INDEMNIFICATION. A. CITY is financially responsible for damages 13.1 To the fullest extent permitted by law, TELERGY East ("Indemnitor") agrees to the real or personal property of FDC caused by CITY or CITY-permitted FACILITY users’ use of FACILITY. Nothing herein shall be deemed to preclude CITY from seeking or obtaining reimbursement from any responsible party. B. CITY will indemnify, defend, indemnify and hold harmless FDCsave NYSEG , its officersagents and employees ("Indemnitee") harmless from and against any and all liabilities, agentscost, employeessuit charge, representativesexpenses, and volunteers from damage to property and for claims, losses, damages, cause of action, bodily injury to or death of any person and from all claims, demands, actions, liabilitywhomsoever (including employees of the parties), or damage to any property, real and personal, including environmental damages, and economic damages to property of any kind NYSEG, TELERGY East or nature other third parties legally on the Right-of-Way (whether owned, leased or licensed), including but not limited to TELERGY East's Facilities, and all costs and expenses, including legal expenses, incurred or sustained in enforcing this indemnification, caused by, arising out of or in connection any way connected with activities this Right-of-Occupancy or programs sponsored by CITY at FACILITYthe construction, except those which arise out installation or subsequent operation, maintenance, repair, replacement, reinstallation, relocation or removal of the sole negligence of FDC. CITY TELERGY East's Facilities, unless such loss, injury or damage shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the CITY, or for damage to alterations or attachments that may result have resulted from the normal operation and maintenance negligent act or omission to act of NYSEG or its agents, employees or contractors. 13.2 To the improvements provided fullest extent permitted by the CITY during the term of the MOU C. FDC will indemnifylaw, NYSEG agrees to defend, indemnify and hold save TELERGY East harmless CITYfrom and against any and all claims, its officerslosses, agentsdamages, employees, representatives, and volunteers from damage to property and for bodily injury to or death of any person and from all claimspersons whomsoever, demands, actions, liabilityincluding employees of the parties, or damages damage to any property, including property of NYSEG or TELERGY East or other third parties legally located on the Right-of-Way (whether owned, leased or licensed), including TELERGY East's Facilities and all costs and expenses, including legal expenses, incurred or sustained in enforcing this indemnification, caused by, arising from or growing out of (i) the negligent act or omission to act of NYSEG or its agents, employees or contractors, or (ii) TELERGY East having followed NYSEG 's express written instructions as to the manner, means or methods of performing any act. 13.3 Either party ("Indemnitor") shall have the right to defend the other party ("Indemnitee"), by counsel of the Indemnitor's selection reasonably satisfactory to the other party ("Indemnitee"), with respect to any claims within the indemnification provisions hereof. The parties shall give each other prompt notice of any kind asserted claims or nature arising out actions indemnified against, shall cooperate with each other in the defense of any such claims or in connection with activities actions and shall not settle any such claims or programs sponsored by FDC at FACILITY, except those which arise out actions without the prior consent of the sole negligence of CITYindemnifying party ("Indemnitor"). D. When performing work on property in the care, custody or control 13.4 Neither of the Stateparties shall be liable to the other for special, CITY shall consequential or exemplary damages (including, without limitation, any claims from any client, customer or patron of either be lawfully self-insured party for loss of services) arising under this Agreement or shall maintain commercial general liability insurance, workers’ compensation insurance and from the breach of any other appropriate insurance of the parties agree upon. Upon request, the CITY may be required to have the State shown as an “additional insured” on selected policies of insurance which it may haveprovisions hereof. E. CITY agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, or any person, firm, or corporation furnishing or supplying work, services, materials or supplies in connection with the construction 13.5 The obligations of the improvements to be built on FACILITY by CITY. CITY respective parties under this Article thirteen shall not permit survive the expiration date in respect of any lien to be placed on occurrences within the property of the State in connection with any such work of improvementterm.

LIABILITIES AND INDEMNIFICATION. A. CITY is financially responsible for damages 24.1 To the fullest extent permitted by law, TELERGY (in this Section 24 sometimes referred to the real or personal property of FDC caused by CITY or CITY-permitted FACILITY users’ use of FACILITY. Nothing herein shall be deemed as "Indemnitor") agrees to preclude CITY from seeking or obtaining reimbursement from any responsible party. B. CITY will indemnify, defend, indemnify and hold harmless FDCsave NIAGARA, its officersagents and employees (sometimes referred to as "Indemnitee") harmless from and against any and all liabilities, agentscost, employeessuit charge, representativesexpenses, and volunteers from damage to property and for claims, losses, damages, cause of action, bodily injury to or death of any person and from all claimswhomsoever, demands, actions, liabilityincluding employees of the parties, or damage to any property, real and personal, including environmental damages, and economic damages to property of NIAGARA or TELERGY, whether owned, leased or licensed, including but not limited to TELERGY's Facilities, and all costs and expenses, including, but not limited to attorneys' fees and disbursements incurred or sustained by the Indemnified party in any kind action or nature proceeding between Indemnitor and the Indemnified party, or between the Indemnified party and any third party, or otherwise incurred or sustained in enforcing this indemnification, caused by, arising out of or in connection any way connected with activities this Right-of-Occupancy or programs sponsored by CITY at FACILITYthe construction, except those which arise out installation or subsequent operation, maintenance, repair, replacement, reinstallation, relocation or removal of the sole negligence of FDC. CITY shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the CITYTELERGY's Backbone Network, Telecommunications System, or for its Facilities, unless such loss, injury or damage to alterations or attachments that may result shall have resulted solely from the normal operation and maintenance reckless or deliberate act or omission to act of NIAGARA or its agents, employees or contractors. 24.2 To the improvements provided fullest extent permitted by the CITY during the term of the MOU C. FDC will indemnifylaw, NIAGARA agrees to defend, indemnify and hold save TELERGY harmless CITYfrom and against any and all claims, its officerslosses, agentsdamages, employees, representatives, and volunteers from damage to property and for bodily injury to or death of any person and from all claimspersons whomsoever, demands, actions, liabilityincluding employees of the parties, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by FDC at FACILITY, except those which arise out of the sole negligence of CITY. D. When performing work on property in the care, custody or control of the State, CITY shall either be lawfully self-insured or shall maintain commercial general liability insurance, workers’ compensation insurance and any other appropriate insurance the parties agree upon. Upon request, the CITY may be required to have the State shown as an “additional insured” on selected policies of insurance which it may have. E. CITY agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting damage to any and all contractorsproperty, subcontractors, or any person, firm, or corporation furnishing or supplying work, services, materials or supplies in connection with the construction of the improvements to be built on FACILITY by CITY. CITY shall not permit any lien to be placed on the including property of the State in connection with any such work of improvement.NIAGARA or TELERGY, whether owned, leased or licensed, including TELERGY's Facilities, excluding damages to TELERGY's Facilities

LIABILITIES AND INDEMNIFICATION. A. CITY is financially responsible for damages to the real or personal property of FDC caused by CITY or CITYSmitx, XXAC, MIPC, M-permitted FACILITY users’ use of FACILITYI and Schlumberger agree as follows: VENTURE ENTITY INDEMNIFICATION. Nothing herein shall be deemed to preclude CITY from seeking or obtaining reimbursement from any responsible party. B. CITY will indemnifyExcept as provided in Sections 6.2 and 6.3, defendeach Venture Entity shall, and hold harmless FDCSmitx xxx Schlumberger hereby agree to cause each Venture Entity to, its officers, agents, employees, representatives, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by CITY at FACILITY, except those which arise out of the sole negligence of FDC. CITY shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the CITY, or for damage to alterations or attachments that may result from the normal operation and maintenance of the improvements provided by the CITY during the term of the MOU C. FDC will indemnify, defend, and hold harmless CITY, its officers, agents, employees, representatives, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by FDC at FACILITY, except those which arise out of the sole negligence of CITY. D. When performing work on property in the care, custody or control of the State, CITY shall either be lawfully self-insured or shall maintain commercial general liability insurance, workers’ compensation insurance and any other appropriate insurance the parties agree upon. Upon request, the CITY may be required to have the State shown as an “additional insured” on selected policies of insurance which it may have. E. CITY agrees to indemnify, defend and save hold harmless each of Smitx, XXAC, MIPC, Smitx Xxxada and M-I Canada on the Stateone hand, and Schlumberger and its officerssubsidiaries, agents on the other, against and employees from in respect of any Damages with respect to any actions, suits, proceedings, demands, assessments, claims and judgments arising out of any breach or default in performance by the Venture Entities of any of the obligations that are to be performed or assumed by them under this Agreement or pursuant to their Charter Documents and any and all claims and losses accruing for injury (including death), property or other damage, direct, indirect or consequential, resulting from or connected with (a) occurrences or exposure after the Accounting Date in regard to any and all contractors, subcontractors, products or any person, firm, or corporation furnishing or supplying work, services, materials (b) any failure by a Venture Entity to duly pay, perform or supplies in connection with discharge the construction Schlumberger Assumed Liabilities or the M-I Assumed Liabilities or (c) any other aspect of the improvements Venture Entities' ownership, use or operation of their respective assets and businesses. Smitx xx Schlumberger, as the case may be, shall give written notice to be built on FACILITY the applicable Venture Entity within 30 days of discovery by CITYeither of them of any matters that may give rise to a claim for indemnification from a Venture Entity under this Agreement, and Smitx xxx Schlumberger shall cooperate with that Venture Entity in any investigation by that Venture Entity of such matters. CITY shall not permit any lien This indemnification is in addition to be placed on the property other indemnifications provided for in this Agreement or the Charter Documents of the State in connection with any such work of improvementVenture Entities. SMITX XXXEMNIFICATION.

LIABILITIES AND INDEMNIFICATION. A. CITY is financially 5.1 GENERAL - WAREHOUSE. APLL shall be responsible for damages to the real loss or personal property of FDC caused by CITY or CITY-permitted FACILITY users’ use of FACILITY. Nothing herein shall be deemed to preclude CITY from seeking or obtaining reimbursement from any responsible party. B. CITY will indemnify, defend, and hold harmless FDC, its officers, agents, employees, representatives, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by CITY at FACILITY, except those which arise out of the sole negligence of FDC. CITY shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the CITY, or for damage to alterations or attachments that may result from the normal operation and maintenance of the improvements provided by the CITY during the term of the MOU C. FDC will indemnify, defend, and hold harmless CITY, Products under its officers, agents, employees, representatives, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by FDC at FACILITY, except those which arise out of the sole negligence of CITY. D. When performing work on property in the care, custody or and control of in the State, CITY shall either be lawfully self-insured or shall maintain commercial general liability insurance, workers’ compensation insurance and any other appropriate insurance Warehouse as provided in the parties agree uponUCC. Upon request, the CITY may be required to have the State shown as an “additional insured” on selected policies of insurance which it may have. E. CITY APLL agrees to indemnify, save harmless, and defend NETGEAR from and save harmless against any and all claims for loss, damage or injury and from and against any suits, actions, or legal proceedings brought against NETGEAR for or on account of any loss or damage to the Statetangible property of third parties, or for or on account of any injuries received or sustained by any person, including but not limited to, employees of APLL and employees and agents of NETGEAR, caused by, or arising out of, any intentional, reckless or negligent act or omission of APLL or its officersemployees, agents or invitees in performing the Services. This Indemnity shall not apply to any such loss, damage or injury to the extent such loss, damage or injury is caused as a result of the sole or partial negligence of any other party. NETGEAR shall indemnify and employees hold harmless APLL from any and all claims for unpaid transportation charges, including undercharges, demurrage, detention, or charges of any nature, in connection with NETGEAR's Products shipped to or from the Warehouse, except for such claims caused by APLL's failure to exercise the standard of care as identified in Section 2.2 above. In addition, NETGEAR agrees to Indemnify, save harmless, and losses accruing or resulting to defend APLL from and against any and all contractorsclaims for loss, subcontractorsdamage or injury and from and against any suits, actions, or legal proceedings brought against APLL for or on account of any loss or damage to the tangible property of third parties, or for or on account of any injuries received or sustained by any person, firmincluding, but not limited, to employees of NETGEAR and employees and agents of APLL, caused by, or corporation furnishing arising out of, any intentional, reckless or supplying worknegligent act or omission of NETGEAR or its employees, servicesagents or invitees, materials as well as from any claims, expenses or supplies demands of any kind made by NETGEAR's employees, agents, servants or contractors while at the Warehouse in connection with the construction performance of this Agreement, except to the extent such claim arises from the negligence or intentional act of APLL, its employees. 4 <PAGE> agents or servants. In addition, this indemnity shall not apply to any such loss, damage or injury, to the extent such loss, damage or injury is caused as a result of the improvements sole or partial negligence of any other party. For claims which have been established to be built on FACILITY by CITYfall under NETGEAR's indemnification obligation. CITY shall not permit any lien NETGEAR has the sole right to be placed on control the property defense, settlement, and/or discharge of the claim. Further, NETGEAR agrees to secure a waiver of subrogation from NETGEAR's workers' compensation insurance carrier in support of the above. APLL and NETGEAR agree to provide timely written notice of any claim to the other party when indemnification is sought and to provide reasonable assistance to the indemnifying party in defending, settling and/or discharging the claim. In the event of any inconsistencies or conflicts between the terms contained in this Agreement and Article 7 of the UCC (as codified in the State of California), the terms of this Agreement shall be given preferential deference in connection with any such work determining the intent of improvementthe parties.

LIABILITIES AND INDEMNIFICATION. A. CITY is financially 5.1 GENERAL - WAREHOUSE. APLL shall be responsible for damages to the real loss or personal property of FDC caused by CITY or CITY-permitted FACILITY users’ use of FACILITY. Nothing herein shall be deemed to preclude CITY from seeking or obtaining reimbursement from any responsible party. B. CITY will indemnify, defend, and hold harmless FDC, its officers, agents, employees, representatives, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by CITY at FACILITY, except those which arise out of the sole negligence of FDC. CITY shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the CITY, or for damage to alterations or attachments that may result from the normal operation and maintenance of the improvements provided by the CITY during the term of the MOU C. FDC will indemnify, defend, and hold harmless CITY, Products under its officers, agents, employees, representatives, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by FDC at FACILITY, except those which arise out of the sole negligence of CITY. D. When performing work on property in the care, custody or and control of in the State, CITY shall either be lawfully self-insured or shall maintain commercial general liability insurance, workers’ compensation insurance and any other appropriate insurance Warehouse as provided in the parties agree uponUCC. Upon request, the CITY may be required to have the State shown as an “additional insured” on selected policies of insurance which it may have. E. CITY APLL agrees to indemnify, save harmless, and defend NETGEAR from and save harmless against any and all claims for loss, damage or injury and from and against any suits, actions, or legal proceedings brought against NETGEAR for or on account of any loss or damage to the Statetangible property of third parties, or for or on account of any injuries received or sustained by any person, including but not limited to, employees of APLL and employees and agents of NETGEAR, caused by, or arising out of, any intentional, reckless or negligent act or omission of APLL or its officersemployees, agents or invitees in performing the Services. This Indemnity shall not apply to any such loss, damage or injury to the extent such loss, damage or injury is caused as a result of the sole or partial negligence of any other party. NETGEAR shall indemnify and employees hold harmless APLL from any and all claims for unpaid transportation charges, including undercharges, demurrage, detention, or charges of any nature, in connection with NETGEAR's Products shipped to or from the Warehouse, except for such claims caused by APLL's failure to exercise the standard of care as identified in Section 2.2 above. In addition, NETGEAR agrees to Indemnify, save harmless, and losses accruing or resulting to defend APLL from and against any and all contractorsclaims for loss, subcontractorsdamage or injury and from and against any suits, actions, or legal proceedings brought against APLL for or on account of any loss or damage to the tangible property of third parties, or for or on account of any injuries received or sustained by any person, firmincluding, but not limited, to employees of NETGEAR and employees and agents of APLL, caused by, or corporation furnishing arising out of, any intentional, reckless or supplying worknegligent act or omission of NETGEAR or its employees, servicesagents or invitees, materials as well as from any claims, expenses or supplies demands of any kind made by NETGEAR's employees, agents, servants or contractors while at the Warehouse in connection with the construction performance of this Agreement, except to the extent such claim arises from the negligence or intentional act of APLL, its employees. agents or servants. In addition, this indemnity shall not apply to any such loss, damage or injury, to the extent such loss, damage or injury is caused as a result of the improvements sole or partial negligence of any other party. For claims which have been established to be built on FACILITY by CITYfall under NETGEAR's indemnification obligation. CITY shall not permit any lien NETGEAR has the sole right to be placed on control the property defense, settlement, and/or discharge of the claim. Further, NETGEAR agrees to secure a waiver of subrogation from NETGEAR's workers' compensation insurance carrier in support of the above. APLL and NETGEAR agree to provide timely written notice of any claim to the other party when indemnification is sought and to provide reasonable assistance to the indemnifying party in defending, settling and/or discharging the claim. In the event of any inconsistencies or conflicts between the terms contained in this Agreement and Article 7 of the UCC (as codified in the State of California), the terms of this Agreement shall be given preferential deference in connection with any such work determining the intent of improvementthe parties.