Protected Contractor Indemnity Sample Clauses

Protected Contractor Indemnity. If, despite the explicit terms and conditions of this Agreement, LACF is determined by a court of competent jurisdiction to be a Protected Contractor when fulfilling certain of its rights or duties under this Agreement (the “Protected Contractor Rights or Duties”), then, solely with regard to indemnities for Claims arising from such Protected Contractor Rights or Duties, LACF shall not be subject to the indemnities set forth elsewhere in this Agreement and shall be subject only to the following indemnities: LACF shall Indemnify the County Indemnified Parties from and against all Claims caused by or arising directly or indirectly from any act or omission by any LACF Party, related to or arising from such Protected Contractor Rights or Duties; provided, however, (a) LACF shall not be responsible for indemnifying the County Indemnified Parties for (i) liability resulting from the County Indemnified Parties’ sole negligence, willful misconduct or active negligence or (ii) any other liability for which LACF is not permitted to Indemnify County under Section 2782, and (b) LACF shall be subject to the indemnities set forth elsewhere in this Agreement with regard to any Claims not caused by or arising directly or indirectly from any act or omission by any LACF Party, related to arising from any Protected Contractor Rights or Duties.
Sample 1
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Protected Contractor Indemnity. If, despite the explicit terms and conditions of this Agreement, TCLA is determined by a court of competent jurisdiction to be a Protected Contractor when fulfilling certain of its rights or duties under this Agreement (the “Protected Contractor Rights or Duties”), then, solely with regard to indemnities for Claims arising from such Protected Contractor Rights or Duties, TCLA shall not be subject to the indemnities set forth elsewhere in this Agreement and shall be subject only to the following indemnities: TCLA shall Indemnify the County Indemnified Parties from and against all Claims caused by or arising directly or indirectly from any act or omission by any TCLA Party, related to or arising from such Protected Contractor Rights or Duties; provided, however, (a) TCLA shall not be responsible for indemnifying the County Indemnified Parties for (i) liability resulting from the County Indemnified Parties’ sole negligence, willful misconduct or active negligence or
Sample 1

Related to Protected Contractor Indemnity

  • Supplier Indemnity The Supplier hereby agrees to indemnify and save harmless the Indemnified Parties from losses, claims, damages, actions, causes of action, costs and expenses that the Indemnified Parties may sustain, incur, suffer or be put to at any time, either before or after this Contract ends, including any claim of infringement of third- party intellectual property rights, where the same or any of them are based upon, arise out of or occur, directly or indirectly, by reason of any act or omission by the Supplier or by any of the Supplier’s agents, employees, officers, directors or subcontractors in connection with this Contract, excepting always liability arising out of the independent acts or omissions of the Indemnified Parties. The obligations contained in this paragraph shall survive the termination or expiry of the Contract.

  • Contractor Indemnities All Manufacturer XXXX clauses that (1) violate DOJ’s right (28 U.S.C. 516) to represent the Government in any case and/or (2) require that the Government give sole control over the litigation and/or settlement, are hereby deemed to be deleted.

  • Customer Indemnity The Transfer Agent shall not be responsible for, and the Customer shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, claims, damages, costs, charges, counsel fees and expenses, payments, expenses and liability arising out of or attributable to:

  • Train Operator indemnity The Train Operator shall indemnify Network Rail against all Relevant Losses resulting from:

  • IPR Indemnity 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party.

  • Intellectual Property Indemnification by Vendor Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 13 and 14 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.

  • Client Indemnity In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).8.3

  • Customer’s Indemnity You agree to indemnify us against all losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by us in connection with or as a result of:

  • PARTY INDEMNITY The Supplier/Service Provider hereby indemnifies and shall hold Transnet harmless against any direct damages suffered by or claims arising against Transnet in respect of clause Error! Reference source not found. above.

  • Customer Indemnification You will defend Us and Our Affiliates at Your expense, indemnify Us and Our Affiliates against any judgments finally awarded by a court, and pay any settlements approved by You with respect to any claims: (a) that Customer Data and/or Your method or process of doing or conducting business infringes any intellectual property rights of a third party; (b) arising from Your non-compliance with the Agreement, including Section 2 (Scope of Use); or (c) any circumstances arising under the Exclusions.

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