Common use of Licensee’s Indemnity Clause in Contracts

Licensee’s Indemnity. Licensee, on behalf of itself and its successors and assigns, shall indemnify, defend and hold harmless ("Indemnify") County including, but not limited to, all of its boards, commissions, departments, agencies and other subdivisions, including, without limitation, its Health Services Agency and Real Property Services Division and all of its respective Agents, and their respective heirs, legal representatives, successors and assigns (individually and collectively, the "Indemnified Parties"), and each of them, from and against any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties and expenses, including, without limitation, direct and vicarious liability of every kind (collectively, "Claims"), incurred in connection with or arising in whole or in part from: (a) any accident, injury to or death of a person, including, without limitation, employees of Licensee, or loss of or damage to property, howsoever or by whomsoever caused, occurring in or about the Property; (b) any default by Licensee in the observation or performance of any of the terms, covenants or conditions of this License to be observed or performed on Licensee's part, including without limitation the terms, covenants or conditions of the Contractor Services Agreement; (c) the use or occupancy or manner of use or occupancy of the Premises by Licensee, its Agents or Invitees or any person or entity claiming through or under any of them; (d) the condition of the Premises; (e) any construction or other work undertaken by Licensee on the Premises whether before or during the Term of this License; or (f) any acts, omissions or negligence of Licensee, its Agents or Invitees, in, on or about the Premises or the Property; all regardless of the active or passive negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on, the Indemnified Parties, except to the extent that such Indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this License and further except only such Claims as are caused exclusively by the willful misconduct or gross negligence of the Indemnified Parties. The foregoing Indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and County's costs of investigating any Claim. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the County from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee by County and continues at all times thereafter. Licensee's obligations under this Section shall survive the termination of the License.

Licensee’s Indemnity. Licensee, on behalf of itself and its successors and assigns, (a) Licensee shall fully indemnify, defend defend, and hold harmless Parent Group and its directors, officers, agents, representatives and employees ("Indemnify") County including, but not limited to, all of its boards, commissions, departments, agencies and other subdivisions, including, without limitation, its Health Services Agency and Real Property Services Division and all of its respective Agents, and their respective heirs, legal representatives, successors and assigns (individually and collectively, the "“Parent Indemnified Parties"”), and each of them, from and against any and all liabilitiesclaims, losses, costsdamages, claimsexpenses, liabilities, judgments, settlementspenalties, damages, liens, fines, penalties and expenses, including, without limitation, direct costs (including reasonable attorneys’ fees and vicarious liability of every kind costs) (collectively, "Claims")“Damages”) asserted against or incurred by the Parent Indemnified Parties with respect to any and all third-party claims, incurred in connection with actions or suits against them arising in whole out of or in part from: any way related to (ai) this Agreement (including (x) any accident, injury to or death of a person, including, without limitation, employees of Licensee, or loss of or damage to property, howsoever or by whomsoever caused, occurring in or about the Property; (b) any default by Licensee in the observation or performance breach of any of the termsrepresentation, covenants warranty or conditions of this License to be observed or performed on Licensee's part, including without limitation the terms, covenants or conditions of the Contractor Services Agreement; (c) the use or occupancy or manner of use or occupancy of the Premises covenant hereunder by Licensee, its Agents or Invitees any Permitted Sublicensee or any person of their respective Vendors or entity claiming through Representatives or under (y) any act or omission by Licensee, any Permitted Sublicensee or any of them; their respective Vendors or Representatives in any way related to this Agreement), (dii) the condition manufacture, packaging, shipment, distribution, use, sale, offering for sale, promotion, advertising, marketing, labeling, consumption, or disposal or delivery of Licensed Products, whether or not such Licensed Products conform to the Premises; (e) any construction or other work undertaken by Licensee on the Premises whether before or during the Term of this License; or (f) any acts, omissions or negligence of Licensee, its Agents or Invitees, in, on or about the Premises or the Property; all regardless of the active or passive negligence ofApplicable Standards, and regardless of whether liability without fault is imposed or sought to be imposed onnot Parent has specifically approved the manufacture, the Indemnified Partiespackaging, shipment, distribution, use, sale, offering for sale, promotion, marketing, disposition or delivery of Licensed Products, or (iii) except to the extent that such Indemnity is void Parent indemnifies Licensee in accordance with Section 9.9, infringement, misappropriation, dilution or otherwise unenforceable under applicable law in effect on other violations of Intellectual Property or validly retroactive to the date of this License and further except only such Claims as are caused exclusively by the willful misconduct or gross negligence Trademarks, violations of the Indemnified Partiesrights of publicity or privacy of any third party, or claims of false or misleading advertising or other representations arising out of or in any way related to this Agreement or any Licensed Product(s) (“Licensee’s Indemnity”). The foregoing Licensee’s Indemnity shall include, without limitationby way of example, reasonable (A) a defect in the design or manufacture, failure to warn or failure to comply with applicable Laws arising out of or in any way related to this Agreement or any Licensed Product(s); (B) any disposal or environmental fees pertaining to the Licensed Products that are assessed against the Parent Indemnified Parties; (C) any violation of attorneysany applicable child labor, consultants environmental, disposal, or hazardous materials Laws arising out of or in any way related to this Agreement or any Licensed Product(s); and experts (D) any violation of any applicable data privacy Laws, including the Laws and standards described in the Data Privacy Guidelines, arising out of or in any way related costs and County's costs of investigating to this Agreement or any Claim. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the County from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee by County and continues at all times thereafter. Licensee's obligations under this Section shall survive the termination of the LicenseLicensed Product(s).

Licensee’s Indemnity. Licensee shall not do or permit any act or thing to be done upon the Premises which may subject Licensor to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any legal requirement of public authority, but shall exercise such control over the Premises as to fully protect Licensor against any such liability. Licensee agrees to indemnify and save Licensor harmless from and against (a) all claims of whatever nature against Licensor arising from any act, omission or negligence 15 of Licensee, its contractors, agents, servants, employees, invitees or visitors, including any claims arising from any act, omission or negligence of Licensor or both Licensor and Licensee, (b) all claims against Licensor arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the Term in or about the Premises, (c) all claims against Licensor arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have resulted from an act or omission of Licensee or Licensee's agents, employees, invitees or visitors, including any claims arising from any act, omission or negligence of Licensor or both Licensor and Licensee, (d) any breach, violation or non-performance of any covenant, condition or agreement in this License Agreement set forth and contained on behalf the part of itself Licensee to be fulfilled, kept, observed and its successors performed, and assigns(e) any claim, loss or liability arising or claimed to arise from Licensee, or any of Licensee's contractors, licensees, agents, servants, employees, invitees or visitors causing or permitting any Hazardous Substance (as hereinafter defined) to be brought upon, kept or used in or about the Premises or the Real Property or any seepage, escape or release of such Hazardous Substances. For the purpose of this License Agreement, the term "Hazardous Substances" shall indemnifybe deemed to mean asbestos and polychlorinated biphenyls and all other hazardous or toxic materials, defend wastes and substances identified as such pursuant to any law. This indemnity and hold harmless ("Indemnify") County including, but not limited to, all of its boards, commissions, departments, agencies and other subdivisions, including, without limitation, its Health Services Agency and Real Property Services Division and all of its respective Agents, and their respective heirs, legal representatives, successors and assigns (individually and collectively, the "Indemnified Parties"), and each of them, agreement shall include indemnity from and against any and all liabilities, losses, costs, claims, judgments, settlements, damages, liensliability, fines, penalties suits, demands, costs and expenses, including, without limitation, direct and vicarious liability expenses of every any kind (collectively, "Claims"), or nature incurred in or in connection with any such claim or arising in whole or in part from: (a) any accident, injury to or death of a person, including, without limitation, employees of Licensee, or loss of or damage to property, howsoever or by whomsoever caused, occurring in or about the Property; (b) any default by Licensee in the observation or performance of any of the terms, covenants or conditions of this License to be observed or performed on Licensee's part, including without limitation the terms, covenants or conditions of the Contractor Services Agreement; (c) the use or occupancy or manner of use or occupancy of the Premises by Licensee, its Agents or Invitees or any person or entity claiming through or under any of them; (d) the condition of the Premises; (e) any construction or other work undertaken by Licensee on the Premises whether before or during the Term of this License; or (f) any acts, omissions or negligence of Licensee, its Agents or Invitees, in, on or about the Premises or the Property; all regardless of the active or passive negligence ofproceeding brought thereon, and regardless of whether liability without fault is imposed or sought to be imposed on, the Indemnified Parties, except to the extent that such Indemnity is void or otherwise unenforceable under applicable law in effect on or validly retroactive to the date of this License and further except only such Claims as are caused exclusively by the willful misconduct or gross negligence of the Indemnified Parties. The foregoing Indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and County's costs of investigating any Claim. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the County from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee by County and continues at all times thereafter. Licensee's obligations under this Section shall survive the termination of the Licensedefense thereof.

Licensee’s Indemnity. Licensee, on behalf of itself and its successors and assigns, (a) Licensee shall fully indemnify, defend defend, and hold harmless Parent Group and its directors, officers, agents, representatives and employees ("Indemnify") County including, but not limited to, all of its boards, commissions, departments, agencies and other subdivisions, including, without limitation, its Health Services Agency and Real Property Services Division and all of its respective Agents, and their respective heirs, legal representatives, successors and assigns (individually and collectively, the "“Parent Indemnified Parties"”), and each of them, from and against any and all liabilitiesclaims, losses, costsdamages, claimsexpenses, liabilities, judgments, settlementspenalties, damages, liens, fines, penalties and expenses, including, without limitation, direct costs (including reasonable attorneys’ fees and vicarious liability of every kind costs) (collectively, "Claims")“Damages”) asserted against or incurred by the Parent Indemnified Parties with respect to any and all third-party claims, incurred in connection with actions or suits against them arising in whole out of or in part from: any way related to (ai) this Agreement (including (x) any accident, injury to or death of a person, including, without limitation, employees of Licensee, or loss of or damage to property, howsoever or by whomsoever caused, occurring in or about the Property; (b) any default by Licensee in the observation or performance breach of any of the termsrepresentation, covenants warranty or conditions of this License to be observed or performed on Licensee's part, including without limitation the terms, covenants or conditions of the Contractor Services Agreement; (c) the use or occupancy or manner of use or occupancy of the Premises covenant hereunder by Licensee, its Agents or Invitees any Permitted Sublicensee or any person of their respective Vendors or entity claiming through Representatives or under (y) any act or omission by Licensee, any Permitted Sublicensee or any of them; their respective Vendors or Representatives in any way related to this Agreement), (dii) the condition manufacture, packaging, shipment, distribution, use, sale, offering for sale, promotion, advertising, marketing, labeling, consumption, or disposal or delivery of Licensed Products, whether or not such Licensed Products conform to the Premises; (e) any construction or other work undertaken by Licensee on the Premises whether before or during the Term of this License; or (f) any acts, omissions or negligence of Licensee, its Agents or Invitees, in, on or about the Premises or the Property; all regardless of the active or passive negligence ofApplicable Standards, and regardless of whether liability without fault is imposed or sought not Parent has specifically approved the manufacture, packaging, shipment, distribution, use, sale, offering for sale, promotion, marketing, disposition or delivery of Licensed Products, (iii) the ownership, validity, application to be imposed onregister, registration, enforcement, licensing or use of the Indemnified PartiesVernova Marks, “GEV” or the Combined Mark (other than with respect to the XX Xxxxx portion of the Combined Mark) or (iv) except to the extent that such Indemnity is void Parent indemnifies Licensee in accordance with Section 9.10, infringement, misappropriation, dilution or otherwise unenforceable under applicable law in effect on other violations of Intellectual Property or validly retroactive to the date of this License and further except only such Claims as are caused exclusively by the willful misconduct or gross negligence Trademarks, violations of the Indemnified Partiesrights of publicity or privacy of any third party, or claims of false or misleading advertising or other representations arising out of or in any way related to this Agreement or any Licensed Product(s) (“Licensee’s Indemnity”). The foregoing Licensee’s Indemnity shall include, without limitationby way of example, reasonable (A) a defect in the design or manufacture, failure to warn or failure to comply with applicable Laws arising out of or in any way related to this Agreement or any Licensed Product(s); (B) any disposal or environmental fees pertaining to the Licensed Products that are assessed against the Parent Indemnified Parties; (C) any violation of attorneysany applicable child labor, consultants environmental, disposal, or hazardous materials Laws arising out of or in any way related to this Agreement or any Licensed Product(s); and experts (D) any violation of any applicable data privacy Laws, including the Laws and standards described in the Data Privacy Guidelines, arising out of or in any way related costs and County's costs of investigating to this Agreement or any Claim. Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the County from any claim which actually or potentially falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee by County and continues at all times thereafter. Licensee's obligations under this Section shall survive the termination of the LicenseLicensed Product(s).