Common use of RESPONSIBILITY AND INDEMNIFICATION Clause in Contracts

RESPONSIBILITY AND INDEMNIFICATION. If a claim is made against Purchaser that goods furnished by Seller are defective in any respect or infringe on the intellectual or other rights of any other person, and bodily injury, property damage or economic loss is alleged to have resulted, Seller agrees to indemnify, hold harmless, and defend Purchaser, its agents, directors, officers, and employees, from any and all claims, expenses, costs (including legal fees), settlements, and judgments arising out of or due to such bodily injury, property damage or economic loss, as are caused or result from such claim, except where such bodily injury, property damage, or economic loss is due to the sole negligence of the Purchaser. Seller agrees to indemnify, hold harmless, and defend Purchaser, its agents, directors, officers, and employees, from any and all claims, expenses, costs (including legal fees), settlements, and judgments arising out of or resulting directly or indirectly from Seller’s delay in furnishing documents required in support of the Country of Origin of the goods and any FTA duty free claims and from any errors or omissions contained in FTA certificates of origin or other documentation related to the goods’ Country of Origin provided by Seller, including any fines, penalties, or lost duty savings opportunities. All work to be performed by Seller hereunder shall be performed entirely at the risk of Seller and Seller shall defend, indemnify, and hold harmless Purchaser, its agents, servants, representatives, independent contractors, and employees from and against any and all loss (including, without limitation, loss of use), liability, damage, claims, demands, actions, and/or proceedings and all costs and expenses connected with any thereof (including, without limitation, legal fees) of whatsoever nature on account of any and all damage to or loss or destruction of any property (including, without limitation, property of Purchaser), or injury to or death of any person (including, without limitation, employees of Seller and Purchaser) arising directly or indirectly out of or in connection with the performance of Seller of such work. Without limiting the generality of the foregoing, Xxxxxx agrees to indemnify and hold Purchaser harmless from and against all claims and liens of any and all persons based upon the furnishing of labor and/or materials in connection with the goods furnished here.

RESPONSIBILITY AND INDEMNIFICATION. If 10.1 Shipper hereby agrees to defend, indemnify and hold harmless Carrier, its officers, directors, employees, agents, subcontractors and affiliates, from and against any and all claims, liabilities, damages, costs and expenses (including costs of defense, settlement and reasonable attorney, consultant or other professional fees and the reasonable cost of investigation, response, containment and cleanup) which Carrier may incur, become responsible for, or pay out as a claim result of death or personal injury to any person, loss of or damage to property, contamination of or adverse effects to the environment caused by or arising out of (a) breach by Shipper of any of its obligations, representations or warranties herein or in the applicable tariff, (b) any negligence or willful misconduct of Shipper, (c) any events pertaining to any cargo that occur either before Carrier takes possession of that cargo at loading or after Carrier relinquishes possession of that cargo on discharge of that cargo onto trucks nominated by Shipper, or otherwise discharges the cargo at Shipper’s premises or at a hazardous waste disposal site in conformity with this Agreement or the applicable tariff, (d) all disposal fees, expenses, or liabilities connected with any disposal of any of the Shipment by Carrier at a hazardous waste disposal site pursuant to Section 3.4 above, or (e) environmental pollution caused by the Asbestos‐containing Materials, or expenses, costs, or liabilities incurred due to a threatened release of any of the Asbestos‐containing Materials that occurs, except to the extent such release or threatened release is made against Purchaser caused, in whole or in part, by the lashings of the relevant shipping containers on a carrying vessel not holding, a carrying vessel collision or grounding, a sinking of carrying vessel, or an escape or threatened escape of any of the Asbestos‐containing Materials from the shipping container due to a cause external to them, provided however, such agreement to defend, indemnify and hold harmless shall not apply to the extent such claims or damages are caused by Carrier's negligence or willful misconduct. Shipper agrees to accept full responsibility for all aspects of the shipment of the Asbestos‐containing Materials, notwithstanding the fact that goods furnished by Seller are defective other parties may be involved in the shipment in other capacities, including generator of the Asbestos‐containing Materials or consignee. Shipper shall, at the option of Carrier, defend Carrier at Shipper's sole expense in any respect litigation involving the same, provided however, that such defense, indemnification and hold harmless provisions shall not apply to claims for loss, damage, injury or infringe on death to the intellectual extent caused by negligent or other rights willful acts or omissions of any other person, and bodily injury, property damage or economic loss is alleged to have resulted, Seller agrees to indemnifyCarrier. The terms of this indemnity, hold harmless, and defend Purchaserprovisions shall survive any termination of this Agreement. 10.2 Except as set forth in section 10.1, its agentsCarrier hereby agrees to defend, directors, officers, indemnify and employees, hold harmless Shipper from and against any and all claims, expensesliabilities, damages, costs and expenses (including legal fees)costs of defense, settlementssettlement and reasonable attorney, consultant or other professional fees and judgments the reasonable cost of investigation, response, containment and cleanup) which Shipper may incur, become responsible for or pay out as a result of death or bodily injury to any person, loss of or damage to property, other than Asbestos‐containing Materials, contamination of or adverse effects to the environment caused by or arising out of (a) any breach by Carrier of any of its obligations, representations or warranties herein or in the applicable tariff, (b) any negligence or willful misconduct of Carrier, or (c) any environmental pollution caused by the Asbestos‐containing Materials, or expenses or liabilities incurred due to a threatened release of any of the Asbestos‐containing Materials that occurs between the time Carrier takes possession of an delivers the Asbestos‐containing Materials in accordance with this Agreement under circumstances which would not give rise to an obligation of Shipper to indemnify and hold harmless the Carrier pursuant to Section 10.1 above. Carrier shall, at the option of Shipper, defend Shipper at Carrier's sole expense in any litigation involving the same, provided however, that such bodily injurydefense, property damage or economic indemnification and hold harmless provisions shall not apply to claims for loss, as are caused or result from such claim, except where such bodily injury, property damage, injury or economic loss is due death to the sole negligence extent caused by negligent or willful acts or omissions of Shipper, consignee or generator of the PurchaserAsbestos‐containing Materials, nor for matters arising after delivery of the Hazardous Waste by Carrier. Seller agrees to indemnifyThe terms of this indemnity, hold harmless, and defend Purchaser, its agents, directors, officersprovisions shall survive any termination of this Agreement. 10.3 The parties hereto acknowledge and agree that the Asbestos‐containing Materials that are the subject of this Agreement have no market value, and employees, from any and all claims, expenses, costs (including legal fees), settlements, and judgments arising out are being transported solely for reasons of or resulting directly or indirectly from Seller’s delay in furnishing documents required in support of the Country of Origin of the goods and any FTA duty free claims and from any errors or omissions contained in FTA certificates of origin or other documentation related to the goods’ Country of Origin provided by Seller, including any fines, penalties, or lost duty savings opportunities. All work to be performed by Seller hereunder shall be performed entirely at the risk of Seller and Seller shall defend, indemnify, and hold harmless Purchaser, its agents, servants, representatives, independent contractors, and employees from and against any and all loss (including, without limitation, loss of use), liability, damage, claims, demands, actions, and/or proceedings and all costs and expenses connected with any thereof (including, without limitation, legal fees) of whatsoever nature on account of any and all damage to or loss or destruction of any property (including, without limitation, property of Purchaser), or injury to or death of any person (including, without limitation, employees of Seller and Purchaser) arising directly or indirectly out of or in connection with the performance of Seller of such work. Without limiting the generality of the foregoing, Xxxxxx agrees to indemnify and hold Purchaser harmless from and against all claims and liens of any and all persons based upon the furnishing of labor and/or materials in connection with the goods furnished heredisposal thereof.

RESPONSIBILITY AND INDEMNIFICATION. If 10.1 Shipper hereby agrees to defend, indemnify and hold harmless Carrier, its officers, directors, employees, agents, subcontractors and affiliates, from and against any and all claims, liabilities, damages, costs and expenses (including costs of defense, settlement and reasonable attorney, consultant or other professional fees and the reasonable cost of investigation, response, containment and cleanup) which Carrier may incur, become responsible for, or pay out as a claim result of death or personal injury to any person, loss of or damage to property, contamination of or adverse effects to the environment caused by or arising out of caused by or arising out of (a) breach by Shipper of any of its obligations, representations or warranties herein or in the applicable tariff, (b) any negligence or willful misconduct of Shipper, (c) any events pertaining to any cargo that occur either before Carrier takes possession of that cargo at loading or after Carrier relinquishes possession of that cargo on discharge of that cargo onto trucks nominated by Shipper, or otherwise discharges the cargo at Shipper’s premises or at a hazardous waste disposal site in conformity with this Agreement or the applicable tariff, (d) all disposal fees, expenses, or liabilities connected with any disposal of any of the Shipment by Carrier at a hazardous waste disposal site pursuant to Section 3.4 above, or (e) environmental pollution caused by the Waste Materials, or expenses, costs, or liabilities incurred due to a threatened release of any of the Waste Materials that occurs, except to the extent such release or threatened release is made against Purchaser caused, in whole or in part, by the lashings of the relevant shipping containers on a carrying vessel not holding, a carrying vessel collision or grounding, a sinking of carrying vessel, or an escape or threatened escape of any of the Waste Materials from the shipping container due to a cause external to them, provided however, such agreement to defend, indemnify and hold harmless shall not apply to the extent such claims or damages are caused by Carrier's negligence or willful misconduct. Shipper agrees to accept full responsibility for all aspects of the shipment of the Waste Materials, notwithstanding the fact that goods furnished by Seller are defective other parties may be involved in the shipment in other capacities, including generator of the Waste Materials or consignee. Shipper shall, at the option of Carrier, defend Carrier at Shipper's sole expense in any respect litigation involving the same, provided however, that such defense, indemnification and hold harmless provisions shall not apply to claims for loss, damage, injury or infringe on death to the intellectual extent caused by negligent or other rights willful acts or omissions of any other person, and bodily injury, property damage or economic loss is alleged to have resulted, Seller agrees to indemnifyCarrier. The terms of this indemnity, hold harmless, and defend Purchaserprovisions shall survive any termination of this Agreement. 10.2 Except as set forth in section 10.1, its agentsCarrier hereby agrees to defend, directors, officers, indemnify and employees, hold harmless Shipper from and against any and all claims, expensesliabilities, damages, costs and expenses (including legal fees)costs of defense, settlementssettlement and reasonable attorney, consultant or other professional fees and judgments the reasonable cost of investigation, response, containment and cleanup) which Shipper may incur, become responsible for or pay out as a result of death or bodily injury to any person, loss of or damage to property, other than Waste Materials, contamination of or adverse effects to the environment caused by or arising out of (a) any breach by Carrier of any of its obligations, representations or warranties herein or in the applicable tariff, (b) any negligence or willful misconduct of Carrier, or (c) any environmental pollution caused by the Waste Materials, or expenses or liabilities incurred due to a threatened release of any of the Waste Materials that occurs between the time Carrier takes possession of an delivers the Waste Materials in accordance with this Agreement under circumstances which would not give rise to an obligation of Shipper to indemnify and hold harmless the Carrier pursuant to Section 10.1 above. Carrier shall, at the option of Shipper, defend Shipper at Carrier's sole expense in any litigation involving the same, provided however, that such bodily injurydefense, property damage or economic indemnification and hold harmless provisions shall not apply to claims for loss, as are caused or result from such claim, except where such bodily injury, property damage, injury or economic loss is due death to the sole negligence extent caused by negligent or willful acts or omissions of Shipper, consignee or generator of the PurchaserWaste Materials, nor for matters arising after delivery of the Hazardous Waste by Carrier. Seller agrees to indemnifyThe terms of this indemnity, hold harmless, and defend Purchaser, its agents, directors, officersprovisions shall survive any termination of this Agreement. 10.3 The parties hereto acknowledge and agree that the Waste Materials that are the subject of this Agreement have no market value, and employees, from any and all claims, expenses, costs (including legal fees), settlements, and judgments arising out are being transported solely for reasons of or resulting directly or indirectly from Seller’s delay in furnishing documents required in support of the Country of Origin of the goods and any FTA duty free claims and from any errors or omissions contained in FTA certificates of origin or other documentation related to the goods’ Country of Origin provided by Seller, including any fines, penalties, or lost duty savings opportunities. All work to be performed by Seller hereunder shall be performed entirely at the risk of Seller and Seller shall defend, indemnify, and hold harmless Purchaser, its agents, servants, representatives, independent contractors, and employees from and against any and all loss (including, without limitation, loss of use), liability, damage, claims, demands, actions, and/or proceedings and all costs and expenses connected with any thereof (including, without limitation, legal fees) of whatsoever nature on account of any and all damage to or loss or destruction of any property (including, without limitation, property of Purchaser), or injury to or death of any person (including, without limitation, employees of Seller and Purchaser) arising directly or indirectly out of or in connection with the performance of Seller of such work. Without limiting the generality of the foregoing, Xxxxxx agrees to indemnify and hold Purchaser harmless from and against all claims and liens of any and all persons based upon the furnishing of labor and/or materials in connection with the goods furnished heredisposal thereof.

RESPONSIBILITY AND INDEMNIFICATION. If 10.1 Shipper hereby agrees to defend, indemnify and hold harmless Carrier, its officers, directors, employees, agents, subcontractors and affiliates, from and against any and all claims, liabilities, damages, costs and expenses (including costs of defense, settlement and reasonable attorney, consultant or other professional fees and the reasonable cost of investigation, response, containment and cleanup) which Carrier may incur, become responsible for, or pay out as a claim result of death or personal injury to any person, loss of or damage to property, contamination of or adverse effects to the environment caused by or arising out of caused by or arising out of (a) breach by Shipper of any of its obligations, representations or warranties herein or in the applicable tariff, (b) any negligence or willful misconduct of Shipper, (c) any events pertaining to any cargo that occur either before Xxxxxxx takes possession of that cargo at loading or after Carrier relinquishes possession of that cargo on discharge of that cargo onto trucks nominated by Xxxxxxx, or otherwise discharges the cargo at Shipper’s premises or at a hazardous waste disposal site in conformity with this Agreement or the applicable tariff, (d) all disposal fees, expenses, or liabilities connected with any disposal of any of the Shipment by Carrier at a hazardous waste disposal site pursuant to Section 3.4 above, or (e) environmental pollution caused by the Waste Materials, or expenses, costs, or liabilities incurred due to a threatened release of any of the Waste Materials that occurs, except to the extent such release or threatened release is made against Purchaser caused, in whole or in part, by the lashings of the relevant shipping containers on a carrying vessel not holding, a carrying vessel collision or grounding, a sinking of carrying vessel, or an escape or threatened escape of any of the Waste Materials from the shipping container due to a cause external to them, provided however, such agreement to defend, indemnify and hold harmless shall not apply to the extent such claims or damages are caused by Carrier's negligence or willful misconduct. Xxxxxxx agrees to accept full responsibility for all aspects of the shipment of the Waste Materials, notwithstanding the fact that goods furnished by Seller are defective other parties may be involved in the shipment in other capacities, including generator of the Waste Materials or consignee. Shipper shall, at the option of Carrier, defend Carrier at Xxxxxxx's sole expense in any respect litigation involving the same, provided however, that such defense, indemnification and hold harmless provisions shall not apply to claims for loss, damage, injury or infringe on death to the intellectual extent caused by negligent or other rights willful acts or omissions of any other person, and bodily injury, property damage or economic loss is alleged to have resulted, Seller agrees to indemnifyCarrier. The terms of this indemnity, hold harmless, and defend Purchaserprovisions shall survive any termination of this Agreement. 10.2 Except as set forth in section 10.1, its agentsXxxxxxx hereby agrees to defend, directors, officers, indemnify and employees, hold harmless Shipper from and against any and all claims, expensesliabilities, damages, costs and expenses (including legal fees)costs of defense, settlementssettlement and reasonable attorney, consultant or other professional fees and judgments the reasonable cost of investigation, response, containment and cleanup) which Shipper may incur, become responsible for or pay out as a result of death or bodily injury to any person, loss of or damage to property, other than Waste Materials, contamination of or adverse effects to the environment caused by or arising out of (a) any breach by Carrier of any of its obligations, representations or warranties herein or in the applicable tariff, (b) any negligence or willful misconduct of Carrier, or (c) any environmental pollution caused by the Waste Materials, or expenses or liabilities incurred due to a threatened release of any of the Waste Materials that occurs between the time Carrier takes possession of an delivers the Waste Materials in accordance with this Agreement under circumstances which would not give rise to an obligation of Shipper to indemnify and hold harmless the Carrier pursuant to Section 10.1 above. Carrier shall, at the option of Shipper, defend Xxxxxxx at Xxxxxxx's sole expense in any litigation involving the same, provided however, that such bodily injurydefense, property damage or economic indemnification and hold harmless provisions shall not apply to claims for loss, as are caused or result from such claim, except where such bodily injury, property damage, injury or economic loss is due death to the sole negligence extent caused by negligent or willful acts or omissions of Shipper, consignee or generator of the PurchaserWaste Materials, nor for matters arising after delivery of the Hazardous Waste by Xxxxxxx. Seller agrees to indemnifyThe terms of this indemnity, hold harmless, and defend Purchaser, its agents, directors, officersprovisions shall survive any termination of this Agreement. 10.3 The parties hereto acknowledge and agree that the Waste Materials that are the subject of this Agreement have no market value, and employees, from any and all claims, expenses, costs (including legal fees), settlements, and judgments arising out are being transported solely for reasons of or resulting directly or indirectly from Seller’s delay in furnishing documents required in support of the Country of Origin of the goods and any FTA duty free claims and from any errors or omissions contained in FTA certificates of origin or other documentation related to the goods’ Country of Origin provided by Seller, including any fines, penalties, or lost duty savings opportunities. All work to be performed by Seller hereunder shall be performed entirely at the risk of Seller and Seller shall defend, indemnify, and hold harmless Purchaser, its agents, servants, representatives, independent contractors, and employees from and against any and all loss (including, without limitation, loss of use), liability, damage, claims, demands, actions, and/or proceedings and all costs and expenses connected with any thereof (including, without limitation, legal fees) of whatsoever nature on account of any and all damage to or loss or destruction of any property (including, without limitation, property of Purchaser), or injury to or death of any person (including, without limitation, employees of Seller and Purchaser) arising directly or indirectly out of or in connection with the performance of Seller of such work. Without limiting the generality of the foregoing, Xxxxxx agrees to indemnify and hold Purchaser harmless from and against all claims and liens of any and all persons based upon the furnishing of labor and/or materials in connection with the goods furnished heredisposal thereof.