Subcontractor Indemnity. Except as otherwise provided in this Contract, all Subcontracts between the Contractor and its Subcontractors, shall contain an agreement by the Subcontractor to indemnify, defend and hold harmless the Commonwealth, its officers, agents, and employees, and each and every Enrollee from any liability whatsoever arising in connection with this Contract for the payment of any debt of or the fulfillment of any obligation of the Subcontractor. Each such Subcontractor shall further covenant and agree that in the event of a breach of the Subcontract by the Contractor, termination of the Subcontract, or Insolvency of the Contractor, each Subcontractor shall provide all services and fulfill all of its obligations pursuant to the Subcontract for the remainder of any month for which the Department has made payments to the Contractor, and shall fulfill all of its obligations respecting the transfer of Enrollees to other Providers, including record maintenance, access and reporting requirements all such covenants, agreements, and obligations of which shall survive the termination of this Contract and any Subcontract.
Subcontractor Indemnity. The Indemnity will apply to any Subcontractor approved and Credentialed by the HSP, for the duration of the approved Subcontract.
Subcontractor Indemnity. Design/Builder shall require each of its Subcontractors to comply with the requirements of this Article 7 related to indemnifying, holding harmless, and defending Public Agency, except to the extent Public Agency agrees in writing to apply a different set of standards or requirements to a particular Subcontractor.
Subcontractor Indemnity. (a) The Subcontractor must indemnify the Contractor, its officers, employees and agents from and against all costs (including reasonable legal fees), losses, claims, damages and liabilities arising from or in connection with:
(i) the personal injury, illness or death of any person;
(ii) any loss of or damage to any property of any person, including the Site or the Subcontract Works;
(iii) any acts, defaults or omissions of a Lower Tier Subcontractor (including their employees and agents);
(iv) any failure to comply with clause 6, 9 or 10;
(v) the Contractor not being able to fully recover because of the operation of provisions of Proportionate Liability Legislation;
(vi) the Subcontractor Works not being in accordance with the requirements of the Subcontract;
(vii) suspension by a Lower Tier Subcontractor under the Security of Payment Act; payment by the Contractor of a Lower Tier Subcontractor pursuant to clause 31.3; and any payment of a Lower Tier Subcontractor by the Contractor of an adjudicated amount identified on an adjudication certificate issued by an authorised nominating authority, arising out of or in connection with the Subcontract, but the indemnity will be proportionately reduced to the extent that a negligent act or omission of the Contractor directly contributes to the injury, death, loss or damage.
(b) Each indemnity of the Subcontractor is a continuing obligation, separate and independent from the other obligations of the Subcontractor (including any obligation to pay liquidated damages) and survives the termination or expiration of this Subcontract.
(c) It is not necessary for the Contractor to incur expense or to make any payment before enforcing a right of indemnity conferred by the Subcontract.
(d) The Subcontractor shall pay on demand any amount it is obliged to pay to the Contractor under any indemnity in this Subcontract.
Subcontractor Indemnity. ESCO shall require each of its Subcontractors to comply with the requirements of this Article related to indemnifying, holding harmless, and defending the District.
Subcontractor Indemnity. IBM shall defend, at its expense, Empire and its respective Affiliates and their respective officers, directors, employees, agents, successors and assigns, against any and all non-Affiliated third party claims arising from any claim or action by IBM's subcontractors arising out of IBM's breach or violation of IBM's subcontracting arrangements.
Subcontractor Indemnity. The Subcontractor indemnifies Honeywell and each of its officers, employees and agents (collectively, the "Indemnitees") against any loss, costs, damage, liability or expenses which they may incur or suffer arising out of or in connection with any act, breach, omission or default of the Subcontractor ("Loss"). The liability of the Subcontractor under the above paragraph will be reduced to the extent that Honeywell’s negligence or a breach of this Subcontract by Honeywell has caused or contributed to the loss, cost, damage, liability or expense. The Subcontractor indemnifies the Indemnitees against:
1) liquidated damages for delay payable by Honeywell under the Main Contract; and
2) other damages payable by Honeywell under or in connection with the Main Contract in consequence of Honeywell failing to achieve completion under the Main Contract by the required date for completion,
3) arising out of or in connection with any act or omission of the Subcontractor. The Subcontractor acknowledges that the rate of liquidated damages payable by Honeywell under the Main Contract is set out in the Subcontract Particulars. The Subcontractor’s liability to indemnify the Indemnitees under this Section will be reduced proportionally to the extent that any of the costs, expenses, losses or damages suffered or incurred by Honeywell as referred to in this Section is caused by a breach of this Subcontract by Honeywell or by Honeywell’s negligence.
Subcontractor Indemnity. To the fullest extent permitted by Law, Subcontractor shall indemnify, defend and hold harmless the Contractor Indemnified Parties from and against any and all loss, damage, expense and liability, including fines, penalties, court costs and reasonable attorneys’ fees (collectively, “Liabilities”) incurred by any Contractor Indemnified Party in connection with or arising from any third-party claim for physical or other damage to or physical destruction of property or bodily injury to any Person in connection with or related to (a) any breach or violation of or default under this Agreement or any Applicable Legal Requirements by, or (b) the fault, willful misconduct, or negligent acts or omissions of, in each case of (a) and (b), to the extent of the fault, act or omission of the Subcontractor or its agents, Subcontractors or employees or others under its control, provided, however, that in no event shall Subcontractor be obligated under this section to the extent such Liabilities arise due to the negligence or willful misconduct of the Contractor Indemnified Parties or any third party.
