Party Indemnification Sample Clauses

Party Indemnification. To the fullest extent permitted under applicable Law, each Party will defend, indemnify, and hold Consortium and the other Parties (and their respective Representatives) harmless for, from, and against all claims, actions, proceedings, damages, liabilities, injuries, losses, and expenses of every kind, whether known or unknown, including, without limitation, attorney fees and costs, resulting from or arising out of the Party’s breach and/or failure to perform the Party’s obligations contained in this Agreement. Each Party will retain all immunities and privileges granted under the Oregon Tort Claims Act (ORS 30.260 – ORS 30.300) and all other statutory rights granted due to the Party’s status as a public body or agency.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Party Indemnification. Subject to section 11.2, both PARTIES shall, to the extent permitted by their respective state’s laws, defend, indemnify, save, and hold harmless each other, their officers and employees from any and all claims, suits, expenses and liabilities which may occur in the performance of this PROGRAM. The obligation to defend and indemnify shall not include such claims, costs, damages, or expenses to the extent caused by the sole acts of the PARTY seeking defense and indemnification or its authorized agents or employees; Provided that, if the claims or damages are caused by or result from the concurrent acts of (i) the PARTY seeking defense and indemnification, its authorized agents or employees and (ii) the from whom defense and indemnity is being sought, its agents or employees, this defense and indemnity provision shall be valid and enforceable only to the extent of the acts or omissions of the PARTY from whom defense and indemnity is being sought. Each PARTY also agrees that its obligations under this section extend to any claim, demand and/or cause of action brought by, or on behalf of, any of its employees, or agents while performing work in connection with the PROGRAM.
Sample 1
Party Indemnification. (i) Indemnification by Party−2. Upon receipt of notice from Party−1 requesting Party−2 to do so, Party−2 agrees to indemnify, defend, and hold harmless Party−1 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by: (a) violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right due to Party−2 providing the Services or Deliverables (except to the extent a Claim is caused by Party−1's internally created specifications); (b) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party−2's negligent or willful acts and omissions; or (c) failure of the Services or Deliverables to conform with the requirements of this Agreement.
Sample 1
Party Indemnification. Each party hereby agrees to indemnify and hold harmless the other party with respect to any third-party claims, demands, or action arising from this service Agreement to the extent that the indemnifying party's negligent or wrongful acts or omissions give rise to said third-party claims, demands or actions. Such indemnification hereunder shall include, but shall not be limited to, disputes related to the FCC or any State Public Utilities Commission rules. Indemnification hereunder shall cover, but is not limited to, costs and attorney fees incident to any of the foregoing.
Sample 1
Party Indemnification. This inspection and report is not intended for the use or benefit of anyone other than the Client listed above and Client agrees that he/she will not provide the report or any results of the inspection to any party. No third party shall have any right arising from the inspection or this report. Client agrees for the inspector to release the inspection report and any and all billing activity associated with the inspection to any real estate agency that is participating in the purchase/sale of the inspected property. Discovery of problems: The Client agrees to notify inspection company in writing of any complaints or items in question within 14 days of discovery and to allow the inspection company and the inspector access to the property to evaluate these items before corrective action is taken. Immediate repair should be made in life threatening situations. In other that life threatening situations, Client failure to permit the inspection company to re-inspect the items in issue shall mean the Client has waived any claim against the Inspection Company and inspector(s) with respect to that item. If original condition, structure, component, unit, or element has changed, removed, worked on, etc… from the original date/time of inspection that changes the Inspectors original visual inspection view voids any claim made in that specific area, location, component, unit or structure. In no event shall any action be brought against the Inspection Company or inspector(s) for a breach of this agreement at any time beyond six (6) months after the date of the inspection and this agreement. By signing below, the parties acknowledge that they have had the opportunity to read all three (3) pages of this contract, that Client will read the report and all disclaimers attached with the report before purchasing the property, that Client understands the terms and conditions herein and that Client agrees to be bound by these terms and conditions and to pay the inspection fee.
Sample 1

Related to Party Indemnification

  • Union Indemnification In consideration of full and active participation by the member organizations of the Coalition in the WPS program, and in recognition of the potential liability which might result solely from that participation, Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. agree that they, or one of the subsidiary health plan organizations of Xxxxxx Foundation Health Plan, Inc., will indemnify Coalition unions and their officers and employees, and hold them harmless against any and all suits, claims, demands and liabilities arising from or relating to their participation in WPS with Xxxxxx Permanente.

  • Liability; Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”):

  • SECTION 11 – INDEMNIFICATION 11.1 Employee shall use due care in the performance of his obligations under the Agreement. If an action or proceeding is brought against Employee arising out of the performance of his duties, then:

  • INSURANCE/INDEMNIFICATION A. The School agrees to provide the following proof of insurance:

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • HOLD HARMLESS/INDEMNIFICATION Contractor agrees to protect, defend, and save State, its elected and appointed officials, agents, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of Contractor's employees or third parties on account of bodily or personal injuries, death, or damage to property arising out of services performed or omissions of services or in any way resulting from the acts or omissions of Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of State, under this Contract.

  • Defense and Indemnification a. The Contractor hereby agrees to defend, indemnify, reimburse and hold harmless the City, its appointed and elected officials, agents and employees for, from and against all liabilities, claims, judgments, suits or demands for damages to persons or property arising out of, resulting from, or relating to the work performed under this Agreement (“Claims”), unless such Claims have been specifically determined by the trier of fact to be the sole negligence or willful misconduct of the City. This indemnity shall be interpreted in the broadest possible manner to indemnify the City for any acts or omissions of the Contractor or its subcontractors either passive or active, irrespective of fault, including the City’s concurrent negligence whether active or passive, except for the sole negligence or willful misconduct of the City.

  • Client Indemnification Client shall defend MRI against any claim, demand, suit, or proceeding made or brought against MRI by a third party arising out of or related to (i) the Client Data; (ii) Client’s or its users’ use of the Software or the SaaS Services in violation of the Agreement; (iii) Client or any user infringing or misappropriating the Intellectual Property rights of a third party or violating applicable law; or (iv) Client’s or its users’ use or misuse of the Software or SaaS Service or Client’s or its users’ use or misuse of the Client Data (including, without limitation, accessing, providing access, using or distributing the Client Data) (each of the above a “Client Claim”). Client shall indemnify MRI for all damages and costs finally awarded against, and for reasonable attorneys’ fees incurred by, MRI in connection with any Client Claim, or those costs and damages agreed to in a monetary settlement of such Client Claim; provided that MRI (a) promptly gives Client written notice of the Client Claim, (b) gives Client sole control of the defence and settlement of the Client Claim (provided that Client may not settle or defend any Client Claim unless it unconditionally releases MRI of all liability), and (c) provides Client all reasonable assistance, at Client’s cost. For purposes of this Section 7.4 only, “MRI” shall include MRI and its Affiliates, and each of their members, owners, officers, directors, employees, agents, successors and assigns.

  • Employee Indemnification In any claims against Huron Valley Schools, its departments, agencies, commissions, officers, employees, and agents, by any employee of the Contractor or any of its subcontractors, the indemnification obligation will not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor or any of its subcontractors under worker's disability compensation acts, disability benefit acts, or other employee benefit acts. This indemnification clause is intended to be comprehensive. Any overlap in provisions, or the fact that greater specificity is provided as to some categories of risk, is not intended to limit the scope of indemnification under any other provisions.

Time is Money Join Law Insider Premium to draft better contracts faster.