SECTION 7 - INDEMNIFICATION. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, related to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the services provided under this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. Consultant shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by City, its directors, officials, officers, employees, agents, or volunteers. Consultant’s obligation to indemnify, defend and hold harmless the City, its officers, employees and agents for claims involving “Professional Liability” claims involving acts, errors or omissions in the rendering of professional services (as defined in Civil Code section 2782.8(2), specifically, architects (Business & Professions Code section 5500), landscape architects (Business & Professions Code section 5615), professional engineers (Business & Professions Code section 6701), and professional land surveyors (Business & Professions Code section 8701)), shall be limited to the extent caused by Consultant’s negligent acts, errors or omissions.
SECTION 7 - INDEMNIFICATION. If the employee is named as a party in litigation relating to Employee's actions or inactions as a City employee, the City shall defend Employee and pay any judgment which may be entered against Employee, consistent with the terms of applicable law including Government Code 810 et seq., and provided adequate findings can be made under Government Code Section 825(b).
SECTION 7 - INDEMNIFICATION. For a period of one (1) year from the Closing, TMG agrees to indemnify and hold harmless BARON ENERGY, its officers, directors and principal shareholders, and BARON ENERGY agrees to indemnify and hold harmless TMG, at all times up to one (1) year after the date of this Agreement against and in respect of any liability, damage, or deficiency, all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including attorneys' fees, incident to any of the foregoing, resulting from any material misrepresentation made by any indemnifying party to an indemnified party, an indemnifying party's breach of a covenant or warranty or an indemnifying party's non-fulfillment of any agreement hereunder, or from any material misrepresentation or omission from any certificate, financial statement or tax return furnished or to be furnished hereunder for any period up to and including 120 days after execution of this Agreement. For a period of one (1) year from the Closing, each Majority Interest Holder agrees to indemnify and hold harmless BARON ENERGY, its officers, directors and principal shareholders, and BARON ENERGY agrees to indemnify and hold harmless each Majority Interest Holder, at all times up to one (1) year after the date of this Agreement against and in respect of any liability, damage, or deficiency, all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including attorneys' fees, incident to any of the foregoing, resulting from any material misrepresentation made by any indemnifying party to an indemnified party, an indemnifying party's breach of a covenant or warranty or an indemnifying party's non-fulfillment of any agreement hereunder, or from any material misrepresentation or omission from any certificate, financial statement or tax return furnished or to be furnished hereunder for any period up to and including 120 days after execution of this Agreement. The foregoing provisions shall not be construed to be a waiver of any lawful indemnification provision contained in the charter or By-Laws, as permitted by Federal or State law.
SECTION 7 - INDEMNIFICATION. Buyer and the Seller agree to hold harmless and indemnify one another from any such claims or future claims, as the case may be, related to this Agreement. Additionally, Buyer and Seller agree to reimburse one another immediately for any and all expenses, including, without limitation, attorney fees, incurred by Buyer or Seller in connection with investigating, preparing to defend or defending, or otherwise being involved in, any lawsuits, claims or other proceedings arising out of or in connection with or relating in any manner, directly or indirectly, to this Agreement (as defendant, nonparty, or in any other capacity other than as a plaintiff, including, without limitation, as a party in an interpleader action). The Parties further agree that the indemnification and reimbursement commitments set forth in this paragraph shall extend to any controlling person, strategic alliance, partner, member, shareholder, director, officer, employee, attorney, agent or subcontractor of Buyer and their heirs, legal representatives, successors and assigns. The provisions set forth in this section shall survive any termination of this Agreement.
SECTION 7 - INDEMNIFICATION. 18 Section 8 Rules 144 and 144A..........................................20
SECTION 7 - INDEMNIFICATION. 42 SECTION 7.1 General Indemnification .............................. 42 SECTION 7.2 Environmental Indemnity .............................. 44 SECTION 7.3 Proceedings In Respect Of Claims ..................... 45 SECTION 7.4 General Tax Indemnity; Taxes ......................... 46 SECTION 7.5 Increased Costs, Etc. ................................ 51 SECTION 8 COLLECTION AND ALLOCATION OF PAYMENTS AND OTHER AMOUNTS ..................................................... 55 SECTION 8.1 Collection and Application Generally ................. 55 SECTION 8.2
SECTION 7 - INDEMNIFICATION. 19 (a) Indemnification of Initial Purchasers..................... 19 (b) Indemnification of Operating Partnership, General Partners' Directors and Officers.................................. 20 (c) Actions Against Parties; Notification..................... 20 (d)
SECTION 7 - INDEMNIFICATION. 19 SECTION 7.1
SECTION 7 - INDEMNIFICATION. The Servicer agrees to indemnify and hold the Issuer, the Trust Estate, the Placement Agent, the Supervisory Servicer, the Trustee and the Noteholders each harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a material breach of any of the Servicer's representations and warranties contained in this Agreement or the negligence, bad faith or willful misconduct of the Servicer relating to the performance of its duties hereunder and servicing the Loans in compliance with the terms of this Agreement. The Issuer, the Placement Agent, the Supervisory Servicer or the Trustee, as the case may be, shall immediately notify the Servicer if a claim is made by a third party with respect to this Agreement or the Loans. Notwithstanding anything to the contrary contained herein, no Person acting as Servicer hereunder shall have any liability under this Section 2.7 for the indemnification of any claim based upon or arising from the action or omission of any predecessor Servicer.
SECTION 7 - INDEMNIFICATION. 20 (a) Indemnification of the Underwriters.................................20 (b)
