The Consultant’s Indemnity Sample Clauses

The Consultant’s Indemnity. (a) The Consultant shall be solely responsible for and shall indemnify, defend (using counsel approved by the Authority) and hold harmless the Authority from and against any and all claims, losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorney’s fees) sustained by the Authority by reason of or in connection with (i) the performance of the Services, including, but not limited to, errors and omissions of the Consultant and its Subconsultants in connection with the Services; (ii) any breach by the Consultant of any of its representations, warranties or covenants contained in this Agreement; (iii) the negligence or willful misconduct of the Consultant, its Subconsultants or any of its or their personnel; (iv) any infringement or misappropriation of any patent, trademark, copyright, trade secret or any actual or alleged violation of any other intellectual property or proprietary rights arising from or in connection with the Services and/or the Materials; (v) any release of hazardous substances caused or exacerbated by the Consultant, its Subconsultants or any of its or their personnel; and (vi) the violation by the Consultant, its Subconsultants or any of its or their personnel of any federal, state and local statute, law, ordinance, order, rule, regulation, standard, guidance document, policy, permit, license, order, decree or other governmental requirement of any kind, including, but not limited to, the Consent Decree.
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The Consultant’s Indemnity. In connection with a Relevant Transfer under paragraph 3 of this Schedule, the parties agree that: the Consultant will, and shall procure that any Consultant Party will, perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date. The Consultant will indemnify the Commissioner and any Replacement Consultant against all Employee Liabilities arising from the Consultant's, or any Consultant Party's, failure to perform and discharge any such obligation and against any Employee Liabilities in respect of the Transferring Employees arising from or as a result of: any act or omission by the Consultant or any Consultant Party occurring on or before the Service Transfer Date or any other matter, event or circumstance occurring or having its origin before the Service Transfer Date save simply for accrual of service before that date; all and any Employee Liabilities in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, national insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date; any claim arising out of the provision of, or proposal by the Consultant or any Consultant Party to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Consultant or any Consultant Party other than a Transferring Employee for which it is alleged the Commissioner or any Replacement Consultant may be liable by virtue of this Service Agreement and/or the Employment Regulations; the Consultant will indemnify the Commissioner and any Replacement Consultant against all Employee Liabilities arising from: any act or omission of the Consultant or any Consultant Party in relation to its obligations under Regulation 13 of the Employment Regulations, or in respect of an award of compensation under Regulation 15 of the Employment Regulations except to the extent that the liability arises from the Commissioner or a Replacement Consultant's failure to comply with Regulation 13(4) of the Employment Regulations; and any statement communicated to or action done by the Consultant or any Consultant Party to, or in respect of, any Transferring Employee o...
Sample 1

Related to The Consultant’s Indemnity

  • CONSULTANT’S OBLIGATIONS 10. Consultant shall immediately correct any breach of this Agreement or violation of the MLS Policies within its control, whether committed by Firm, Salesperson Party, or Consultant, upon notice from MLS.

  • INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES Consultant shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officials, officers, employees, agents, contractors, consultants, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, contractors, consultants, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

  • Licensee Indemnity Licensee shall jointly and severally indemnify, hold harmless and defend Gilead, MPP and Gilead’s subsidiaries, Affiliates, licensors, directors, officers, employees and agents (together, the “Indemnitees”), from and against any and all losses, damages, expenses, cost of defense (including, without limitation, attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts an Indemnitee becomes legally obligated to pay because of any claim against it (i) arising out of any breach by Licensee of the terms and conditions of this Agreement, or (ii) for any product liability, liability for death, illness, personal injury or improper business practice, or any other statutory liability or any other liability under any law or regulation, to the extent that such claim or claims are due to reasons caused by or on behalf of Licensee related to API or Product (including, without limitation, their manufacture, use or sale). The indemnification obligations of Licensee stated in this Section 8(a) shall apply only in the event that Gilead or MPP, as applicable, provides Licensee with prompt written notice of such claims, grants Licensee the right to control the defense or negotiation of settlement, and makes available all reasonable assistance in defending the claims. Licensee shall not agree to any final settlement or compromise with respect to any such claim that adversely affects Gilead or MPP without obtaining Gilead’s or MPP’s consent.

  • Indemnification by Contractor (a) Contractor shall defend, indemnify and hold harmless District, its officers, directors, employees, agents, volunteers, and Affiliates and District’s Board of Education from any and all damages, costs and expenses, including attorneys’ fees, arising out of any third party claims for damages for bodily injury (including death) or for damage to real property or tangible personal property resulting from, arising out of or otherwise related to Contractor’s performance of this Agreement.

  • 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:

  • Employee Indemnification In any claims against Huron Valley Schools, its departments, agencies, commissions, officers, employees, and agents, by any employee of the Contractor or any of its subcontractors, the indemnification obligation will not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor or any of its subcontractors under worker's disability compensation acts, disability benefit acts, or other employee benefit acts. This indemnification clause is intended to be comprehensive. Any overlap in provisions, or the fact that greater specificity is provided as to some categories of risk, is not intended to limit the scope of indemnification under any other provisions.

  • Indemnification by Subcontractors To the fullest extent permitted by law, an Interconnection Party that uses a subcontractor to carry out any of the Interconnection Party’s obligations under this Appendix 2 shall require each of its subcontractors to indemnify, hold harmless and defend each other Interconnection Party, its representatives and assigns from and against any and all claims and/or liability for damage to property, injury to or death of any person, including the employees of any Interconnection Party or of any Affiliate of any Interconnection Party, or any other liability incurred by the other Interconnection Party or any of its Affiliates, including all expenses, legal or otherwise, to the extent caused by any act or omission, negligent or otherwise, by such subcontractor and/or its officers, directors, employees, agents and assigns, that arises out of or is connected with the operation of the facilities of either Interconnected Entity described in this Appendix 2; provided, however, that no Interconnection Party or Affiliate thereof shall be entitled to indemnity under this Section 18.3 in respect of any injury, loss, or damage to the extent that such loss, injury, or damage results from the negligence or willful misconduct of the Interconnection Party or Affiliate seeking indemnity.

  • SECTION 11 – INDEMNIFICATION 11.1 Employee shall use due care in the performance of his obligations under the Agreement. If an action or proceeding is brought against Employee arising out of the performance of his duties, then:

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”):

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