Obligation to Defend and Indemnify. It is understood between the parties that SDS's obligation to defend, indemnify, save and hold harmless Sybron under the Assignment Agreement shall arise at a time specified in that Agreement which will often be prior to the time insurance proceeds will be available. The parties acknowledge that SDS's obligation to provide a defense and indemnification under the Assignment Agreement shall not be delayed pending the results of any claims made under insurance policies and that Sybron and SDS shall account between themselves at the conclusion of a matter if any financial adjustments are required due to the receipt of such proceeds.
Obligation to Defend and Indemnify. 12.1. Wastewater Thermal Energy User shall hold harmless, indemnify and defend the County, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including but not limited to costs and reasonable attorney’s fees in defense thereof, for non-payment of wages, injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of Wastewater Thermal Energy User’s acts, errors or omissions in the performance of this Agreement, arising by reason of Wastewater Thermal Energy User’s design, construction, operation and maintenance of the Connection and/or the Project [If applicable: and/or participation in a Neighborhood District Energy Project].
Obligation to Defend and Indemnify. RUS shall defend AssetMark, its Affiliates, the other AssetMark Entities and its and their respective directors, officers, employees, agents, contractors, successors, and assigns (each, an “AssetMark Indemnified Party”) from and against any and all claims, demands, investigations, and causes of action by third parties (each, a “Claim”) to the extent any such Claim is based on, arises from or relates to: (i) any allegation that any of the BETA System or the BETA Services, or any AssetMark’s possession or use of the same in accordance with the terms of this Agreement, infringes the patent, copyright, trademark or service xxxx right or constitutes a misappropriation of a trade secret right of any third party; (ii) any bodily injury (including death) or damage to or loss of any tangible personal or real property caused by the actions or omissions of RUS, its Affiliates, any RUS contractor or agent, or any of their Confidential Information of AssetMark and RUS respective directors, officers, employees, agents, contractors, successors, or assigns; (iii) any allegation that any of RUS’s personnel is an employee of AssetMark by virtue of performing any BETA Services under this Agreement or otherwise; or (iv) any expenses, including any taxes, which were the responsibility of RUS hereunder. In addition, RUS shall indemnify and hold each AssetMark Indemnified Party harmless from and against any and all damages, losses, fines, penalties, costs, and other amounts (including the costs of settlement and reasonable attorneys’ and experts’ fees and expenses) incurred or suffered by any such AssetMark Indemnified Party in connection with any Claim. Notwithstanding the foregoing, RUS shall not be liable nor have any obligation to indemnify the AssetMark Indemnified Parties to the extent such Claims were caused by any act or omission of AssetMark or any of its Affiliates or end users, including AssetMark’s or its Affiliates or end user’s failure to comply with this Agreement or Law; provided, however, that if an indemnity Claim arises from an assertion that there was a failure by AssetMark to comply with Law, and AssetMark believes that both parties or RUS may be responsible for the cause of such assertion, such Claim shall first be escalated to Governance for a determination of whether RUS was the primary cause and is responsible for indemnification hereunder, whether RUS should indemnify AssetMark, and whether and to what extent the related liability, damages, costs connec...
Obligation to Defend and Indemnify. It is understood between the parties that Direct
Obligation to Defend and Indemnify. (a) To the fullest extent permitted by law and except as specifically provided otherwise in this Agreement, upon the City's providing notice to Thales as provided in Section 5.2.1(b) as to any claim, administrative action, or lawsuit brought by a third party against the City for any loss of or damage caused by or arising from the negligent or intentional acts of Thales or its subcontractors arising from the Services, Thales shall assume the defense of said claim, administrative action, or lawsuit, indemnify and save harmless the City, its boards, commissions, officers, and employees (collectively "Indemnitees"). Subject to the requirements and limitations in Section 5.2.1(b), said indemnification shall include any and all claims, suits, actions, losses, costs, damages, injuries (including, without limitation, injury to or death of any employee of Thales or its subcontractors), expense and liability of every kind, nature, and description (including, without limitation, direct, economic, indirect, incidental and consequential (special) damages incurred by said third parties, court costs, attorneys' fees, litigation expenses, fees of expert contractors or witnesses in litigation, and costs of investigation), that arise out of, result from, are connected with, pertain or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Thales, any of its subcontractors or Affiliates, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”) in the performance of the Services.
Obligation to Defend and Indemnify. Ecolane will defend Customer and its officers, directors, employees, and contractors against any claim, suit, action or proceeding brought by a third party alleging that Customer’s receipt or use of the Licensed Software in accordance with this Agreement infringes any United States intellectual property right or misappropriates any trade secret of that third party (each, a “Claim”), and will pay all settlements agreed to by Ecolane and damages awarded against Customer by a court of competent jurisdiction as a result of a Claim; provided, however, Ecolane will have no obligations under this Section 15 with respect to claims to the extent arising out of: (a) any instruction, information, designs, specifications or other materials provided by Customer; (b) use of the Licensed Software in combination with any materials, software, or equipment not supplied to Customer by Ecolane; (c) any modifications or changes made to the Licensed Software by or on behalf of any person or entity other than Ecolane; (d) the use of any version of the Licensed Software other than the most current release made available by Ecolane; or (e) Customer’s breach of this Agreement.
