Professional Liability and Indemnity Sample Clauses

Professional Liability and Indemnity. 4(17), the Board agrees that it shall defend, hold harmless, and indemnify the Superintendent from any and all demands, claims, suits, actions and legal proceedings (including the costs of defense by legal counsel selected and paid for by the Board or by the school corporation’s liability insurer, as applicable) brought against the Superintendent in either his official or individual capacity, provided that the Board determines by resolution that said incident or claim arose while the Superintendent was acting within the scope of his employment and such action was undertaken by the Superintendent in good faith. The Board’s obligations hereunder shall not extend to instances wherein such liability, costs or damages are predicated upon claims arising out of bad faith actions taken by the Superintendent or where a claim or judgment is based upon the Superintendent’s criminal malfeasance in office or employment.
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Professional Liability and Indemnity. 4(17), the Board agrees that it shall defend, hold harmless, and indemnify the Superintendent from any and all demands, claims, suits, actions and legal proceedings (including the costs of defense by legal counsel selected and paid for by the Board or by the school corporation’s liability insurer, as applicable) brought against the Superintendent in either her official or individual capacity, provided that the Board determines by resolution that said incident or claim arose while the Superintendent was acting within the scope of her employment and such action was undertaken by the Superintendent in good faith. The Board’s obligations hereunder shall extend to claims brought against the Superintendent after the Superintendent is no longer employed by NCSC provided that such claims are otherwise within the overall purview of this Section 8. The Board’s obligations hereunder shall not extend to instances wherein such liability, costs or damages are predicated upon claims arising out of bad faith actions taken by the Superintendent or where a claim or judgment is based upon the Superintendent’s criminal malfeasance in office or employment.
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Professional Liability and Indemnity. Consistent with the provisions of IC 20-26-5- 4(17), the Board agrees that it shall defend, hold harmless, and indemnify the Superintendent from any and all demands, claims, suits, actions and legal proceedings (including the costs of defense by legal counsel selected and paid for by the Board or by the school corporation’s liability insurer, as applicable) brought against the Superintendent in either her official or individual capacity, provided that the Board determines by resolution that said incident or claim arose while the Superintendent was acting within the scope of her employment and such action was undertaken by the Superintendent in good faith. The Board’s obligations hereunder shall not extend to instances wherein such liability, costs or damages are predicated upon claims arising out of bad faith actions taken by the Superintendent or where a claim or judgment is based upon the Superintendent’s criminal malfeasance in office or employment.
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Professional Liability and Indemnity. 15.1 It is hereby clarified that the Company has no and shall have no professional liability insurance which covers the professional liability of the Employee. 15.2 The Employee undertakes to indemnify the Company and to pay it, within seven days of the date of its first demand, at any time and with no limitation as to the amount, any pecuniary sum, damages, loss, payment or expense caused to it (including court costs and legal fees), related to any request or claim, including a third party action, which may be issued and/or taken by any body whomsoever, including the Employee and any of his agents, against the Company and/or its employees and/or anyone else on its behalf on any matter concerning the Employee’s employ at the Company. The Company will inform the Employee immediately in case of demand.
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Professional Liability and Indemnity. Consistent with the provisions of IC 20-26-5-4(17), the Board agrees that it shall defend, hold harmless, and indemnify the Superintendent from any and all demands, claims, suits, actions and legal proceedings brought against the Superintendent in either his official or individual capacity, provided that the Board determines by resolution that said incident or claim arose while the Superintendent was acting within the scope of his employment and such action was undertaken by the Superintendent in good faith. The Board’s obligations hereunder shall not extend to instances wherein such liability, costs or damages are predicated upon claims arising out of bad faith actions taken by the Superintendent or where a claim or judgment is based upon the Superintendent’s criminal malfeasance in office or employment.
Sample 1
Professional Liability and Indemnity. The School District shall defend, hold harmless and indemnify the Superintendent from any and all demands, claims, suits, actions and legal proceedings brought against the Superintendent in her individual capacity or in her official capacity as agent and employee of the Board, provided the incident arose while Superintendent was acting, or reasonably believed she was acting, within the scope of her employment. This obligation shall survive the termination of this Contract.
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Related to Professional Liability and Indemnity

  • Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract. b. The Contractor shall defend, indemnify and save harmless the City, its elected or appointed officials, agents and employees from and against any and all liability, suits, damages, costs (including attorney fees), losses, outlays and expenses from claims in any manner caused by, or allegedly caused by, or arising out of, or connected with, this contract, or the work or any subcontract thereunder (the Contractor hereby assuming full responsibility for relations with subcontractors), including, but not limited to, claims for personal injuries, death, property damage, or for damages from the award of this contract to Contractor, notwithstanding any possible negligence, whether sole or concurrent, on the part of the City, its officials, agents and employees. c. The Contractor shall indemnify and hold the City harmless from all wages or overtime compensation due any employees in rendering services pursuant to this agreement or any subcontract, including payment of reasonable attorneys’ fees and costs in the defense of any claim made under the Fair Labor Standards Act, the Missouri Prevailing Wage Law or any other federal or state law. d. The indemnification obligations of Contractor hereunder shall not be limited by any limitations as to the amount or type of damages, compensation or benefits payable by or for the Contractor, under any federal or state law, to any person asserting the claim against City, its elected or appointed officials, agents and employees, for which indemnification is sought. e. The indemnification obligations herein shall not negate, abridge or reduce in any way any additional indemnification rights of the City, its elected or appointed officials, agents and employees, which are otherwise available under statute, or in law or equity. f. Contractor affirms that it has had the opportunity to recover the costs of the liability insurance required in this agreement in its contract price. Contractor’s obligation under this agreement to defend, indemnify, and hold harmless any person from that person’s own negligence or wrongdoing is limited to the coverage and limits of the applicable insurance required of the Contractor under this agreement. g. The Contractor shall indemnify and hold the City harmless for any penalties, fines, fees or costs, including costs of defense, which are charged or assessed by any Federal, state or local agency including, but not limited to, Environmental Protection Agency or Department of Natural Resources.

  • Professional Liability Before commencing work on this Agreement and throughout the term of this Agreement, the Party shall procure and maintain professional liability insurance for any and all services performed under this Agreement, with minimum coverage of $1,000,000 per occurrence, and $3,000,000 policy aggregate.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

  • PROFESSIONAL LIABILITY AND CYBER LIABILITY INSURANCE COVERAGE In addition to the insurance required in Attachment C to this Contract, before commencing work on this Contract and throughout the term of this Contract, Contractor agrees to procure and maintain (a) Technology Professional Liability insurance for any and all services performed under this Contract, with minimum third party coverage of $1,000,000.00 per claim, $2,000,000.00 aggregate. To the extent Contractor has access to, processes, handles, collects, transmits, stores or otherwise deals with State Data, Contractor shall maintain first party Breach Notification Coverage of not less than $1,000,000.00. Before commencing work on this Contract the Contractor must provide certificates of insurance to show that the foregoing minimum coverages are in effect. With respect to the first party Breach Notification Coverage, Contractor shall name the State of Vermont and its officers and employees as additional insureds for liability arising out of this Contract.

  • Liability and Indemnities 8.1 The MRO shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with: (a) any breach by the MRO of the warranties contained in clause 4; (b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights.; 8.2 The maximum aggregate liability of MedCo under or in connection with this Agreement in respect of all claims by the MRO against MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise shall not exceed 100% of Charges paid by the MRO to MedCo pursuant to this Agreement. 8.3 With the exception of liability under an indemnity, which shall be unlimited, neither party shall be liable to the other party under this Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 8.4 Nothing in this Agreement shall limit the liability of any party for death or personal injury caused by the negligence of that party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this Agreement. 8.5 Unless expressly stated to the contrary, each party shall ensure that its Personnel comply with the terms and conditions set out in this Agreement (as appropriate). Each party shall be liable for the actions or omissions of its Personnel) as if they were actions or omissions of the relevant party.