Professional Liability Indemnification. To the extent it may be permitted to do by applicable law, including, but not limited to Texas Civil Practice & Remedies Code Chapter 102, the District does hereby agree to defend, hold harmless, and indemnify Superintendent from any and all demands, claims, suits, actions, judgments, expenses and attorneys' fees incurred in any legal proceedings brought against Superintendent in the Superintendent's individual or official capacity as an employee and as Superintendent of the District, providing the incident(s), which is (are) the basis of any such demand, claim, suits, actions, judgments, expenses and attorneys' fees, arose or does arise in the future from an act or omission of Superintendent as an employee of the District, acting within thecourse and scope of Superintendent's employment with the District; excluding, however, matters involving the termination or nonrenewal of the Superintendent's employment, any matters involving criminal charges and/or criminal litigation against the Superintendent, any such demand, claim, suits, actions, judgments, expenses and attorneys' fees for those claims or any causes of action where it is determined that Superintendent committed official misconduct, or committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, or acted in bad faith; and excluding any costs, fees, expenses or damages that would be recoverable or payable under an insurance contract, held either by the District or by Superintendent. In no event shall individual Board members be considered personally liable for defending the Superintendent against any claims. The selection of Superintendent's legal counsel shall be with the mutual agreement of Superintendent and the District if such legal counsel is not also District's legal counsel. A legal defense may be provided through insurance coverage, in which case Superintendent's right to agree to legal counsel provided for him will depend on the terms of the applicable insurance contract. To the extent this Section exceeds the authority provided and limitations imposed by Texas Civil Practice & Remedies Code, Chapter 102, it shall be construed and modified accordingly. The provisions of this Section shall survive the termination of this Contract, and the Superintendent agrees to fully cooperate with the District and its authorized representatives in the handling and defense of such Claims, both during and after the Superintendent's term of employment with the Distr...
Professional Liability Indemnification. To the fullest extent permitted by applicable law, the Engineer agrees to indemnify and hold the Sponsor harmless from and against any liabilities, claims, damages and costs (including reasonable attorney’s fees) to the extent caused by the negligence of the Engineer in performance of professional services under this Agreement. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for professional negligence would be barred by an applicable statute of repose or statute of limitations
Professional Liability Indemnification. To the extent permitted by law, the District shall defend, save harmless, and indemnify the Superintendent from financial loss arising out of any claim, demand, action, suit or judgment under circumstances covered by Sections 3023, 3028 and 3811 of the Education Law, provided the Superintendent was acting in the discharge of his duties and within the scope of his employment or under the express written direction of the Board, when the alleged action(s) occurred. The District shall not be so obligated unless the Superintendent shall, within ten (10) days of the time he is served with any summons, complaint, process, notice, demand or pleading, deliver the original, or an accurate copy thereof, to the Board. This indemnification does not include costs or loss related to criminal charges. In no event shall this Agreement be interpreted to impose personal liability upon any Board member. Such defense and indemnification shall not apply to any action against the Superintendent by the Board relating to the terms of this Agreement or the Superintendent’s performance of his duties.
Professional Liability Indemnification. THE ENGINEER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COUNTY, ITS EMPLOYEES, AGENTS AND OFFICIALS FROM ANY AND ALL LOSSES, COSTS, PENALTIES, DAMAGES, EXPENSES, LIABILITY, CLAIMS, SUITS, AND/OR DEMANDS, INCLUDING BUT NOT LIMITED TO ATTORNEYS’ FEES AND DEFENSE COSTS THAT ARISE DURING THE PERFORMANCE OF PROFESSIONAL SERVICES, AND WHICH MAY BE ALLEGED, SUFFERED, OR INCURRED BY OR MADE AGAINST THE COUNTY, ITS EMPLOYEES, AGENTS AND/OR OFFICIALS RESULTING FROM ANY NEGLIGENT ACT OR OMISSION COMMITTED IN THE PERFORMANCE OF THE PROFESSIONAL SERVICE DUTIES IMPOSED BY OR PERFORMED IN CONNECTION WITH THIS AGREEMENT BY THE ENGINEER OR ANY OF THE ENGINEER’S SUBCONTRACTORS, OUTSIDE ASSOCIATES, CONSULTANTS, SUBCONSULTANTS OR AGENTS OR ANYONE UNDER AGREEMENT WITH THE ENGINEER TO PERFORM PROFESSIONAL SERVICE DUTIES UNDER THIS AGREEMENT TO THE EXTENT IT IS INSURED AS STIPULATED IN EXHIBIT C. THE ENGINEER SHALL NOT BE RESPONSIBLE FOR ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT COMMITTED BY THE COUNTY.
Professional Liability Indemnification. The Board agrees that it shall defend, hold harmless, and indemnify the BA/BS from any and all demands, claims, suits, actions, and legal proceedings of any kind brought against the BA/BS in her individual capacity or in her official capacity as agent and/or BA/BS of the Board, provided that the incident arose while the BA/BS was acting within the scope of her employment, and where such liability coverage is within the authority of the Board to provide under state law. If, in the good faith opinion of the BA/BS, a conflict exists in the regard to the defense of any claim, demand or action brought against her, the BA/BS may engage her own legal counsel, in which event the Board shall indemnify the BA/BS for the cost of her legal defense including all reasonable attorney fees.
Professional Liability Indemnification. ENGINEER xxxxxx agrees to indemnify, reimburse, and hold harmless LFUCAB, its successors and assigns and the officers, directors, employees and agents of each of the foregoing (“Indemnitees”), from and against damages, liabilities and costs (including attorney's fees and defense costs incurred in the connection with the defense of third party claims) to the extent arising out of or resulting from the errors, omissions, and negligent or wrongful acts of ENGINEER, or any of its consultants of any tier, the respective successors and assigns of ENGINEER or anyone acting on ENGINEER’s behalf in connection with this Agreement or its performance; provided, however, ENGINEER shall not be required to indemnify any of such Indemnitees against liability for damages to the extent caused by or resulting from the negligence of the Indemnitees.
Professional Liability Indemnification. The Contractor shall defend, indemnify and hold harmless the Council, its employees, agents and officials from any and all liabilities, claims, suits or demands including reasonable attorney’s fees that may be incurred or made against the Council, its employees, agents, or officials, resulting during the performance of professional services under this Agreement which may be alleged, suffered, or are made against or incurred by the Council, its employees, agents and/or officials arising out of any negligent act or omission committed in the performance of professional services by Contractor or any of its subcontractors, outside associates, consultants, sub consultants, or agents or anyone under this agreement with Contractor to perform professional services under this agreement. Contractor shall not be responsible for acts of gross negligence or willful misconduct committed by the Council. This section shall survive expiration or termination of this Agreement.
Professional Liability Indemnification. The CONTRACTOR agrees to indemnify and hold harmless the STATE and all of its officers, agents and employees from and against any and all claims, liabilities or suits arising from (or which may be claimed to arise from) any negligent acts or omissions of the CONTRACTOR or its subcontractors in the performance of professional services covered by this AGREEMENT.
Professional Liability Indemnification. The CONSULTANT agrees to defend, indemnify and hold harmless the CCSNH and all of its trustees, officers, agents and employees from and against any and all claims, liabilities or suits arising from (or which may be claimed to arise from) any negligent acts or omissions of the CONSULTANT or its sub-consultants in the performance of professional services covered by this AGREEMENT. These covenants shall survive the termination of the AGREEMENT. Notwithstanding the foregoing, nothing herein contained shall be deemed to constitute a waiver of the sovereign immunity of the CCSNH, which immunity is hereby reserved by the CCSNH.
Professional Liability Indemnification. In accordance with and subject to the tort claim limitations in the Oregon Tort Claims Act and the Oregon State Constitution, the CITY agrees to defend, hold harmless and indemnify CITY MANAGER PRO TEM / PLANNER from and against any and all demands, claims, suits, actions and legal proceedings brought against CITY MANAGER PRO TEM / PLANNER in her official capacity as an agent and employee of the CITY and arising out of any alleged act or omissions in her performance of CITY MANAGER PRO TEM / PLANNER’S duties, as long as such acts or omissions occurred while she was acting within CITY MANAGER PRO TEM /PLANNER’S proper scope of authority.
