THIRD-PARTY CLAIMS; INDEMNITY Sample Clauses
The "Third-Party Claims; Indemnity" clause establishes the responsibility of one party to compensate the other for losses or damages resulting from claims made by external parties. Typically, this clause outlines the process for notifying the indemnifying party of a third-party claim, the obligations to defend against such claims, and the scope of costs or damages covered, such as legal fees or settlements. Its core function is to allocate risk by ensuring that if a third party sues due to actions related to the agreement, the responsible party will bear the financial burden, thereby protecting the other party from unforeseen liabilities.
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THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services and any Purchaser and their employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “claims”) arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Master Contract, except claims caused solely by Enterprise Services or any Purchasers’ negligence. Contractor shall take all steps needed to keep Purchaser’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed.
THIRD-PARTY CLAIMS; INDEMNITY. The Borrower shall indemnify the Lender fully on its demand in respect of claims, demands, proceedings, liabilities, taxes, losses and expenses of every kind, including [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. without limitation legal fees and expenses (“liability items”) which may be made or brought against, or incurred by, the Lender, in any country, in relation to:
(i) any action lawfully taken, or omitted or neglected to be taken, under or in connection with this Loan Agreement or the Security Documents by the Lender or by any receiver appointed under the Security Documents after the occurrence of any Event of Default; and
(ii) any breach or inaccuracy of any of the representations and/or warranties contained in Clause 7 hereof or in the Security Documents or any breach of any covenant, commitment or agreement by the Borrower contained in Clause 8 hereof or elsewhere in this Loan Agreement or in the Security Documents.
THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold OSOS and its employees and agents harmless from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “Claims”) arising out of Contractor’s or its successors’, agents’, and subcontractors’ negligence, other tortious fault, or intentional misconduct under this Contract; provided, however, that no right to indemnity will exist as to that portion of a Claim resulting from the sole negligence, tortious fault, or intentional misconduct of OSOS. The parties agree that if there are any limitations of Contractor’s liability, including a limitation of liability clause for anyone for whom the Contractor is responsible, such limitations of liability shall not apply to injuries to persons, including death, or to damages to property. Contractor shall take all steps needed to keep OSOS’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed.
THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services, any Purchasing Entity, and NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint) (NASPO) and their respective employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “claims”) to the extent arising from any negligent act or omission of Contractor or its successors, agents, and subcontractors under this Cooperative Purchasing Master Agreement, except to the extent such claims are caused by Enterprise Services, any Purchasing Entity, or ▇▇▇▇▇’s’ negligence. Contractor shall take all steps needed to keep Purchasing Entity’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Cooperative Purchasing Master Agreement or in any other document executed in conjunction with this Cooperative Purchasing Master Agreement.
THIRD-PARTY CLAIMS; INDEMNITY. The Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Enterprise Services and any Purchaser and their employees and agents against damages, liabilities, and costs arising from the negligent acts of the Contractor in the performance of professional services under this Agreement, to the extent that Contractor is responsible for such damages, liabilities, and costs on a comparative basis of fault and responsibility between the Contractor and Purchaser. The Contractor shall not be obligated to indemnify the Purchaser for the Purchaser’s own negligence.
THIRD-PARTY CLAIMS; INDEMNITY. The Borrower shall indemnify the Lender fully on its demand in respect of claims, demands, proceedings, liabilities, taxes, losses and expenses of every kind, including without limitation legal fees and expenses (“liability items”) which may be made or brought against, or incurred by, the Lender, in any country, in relation to:
11.3.1 any action lawfully taken, or omitted or neglected to be taken, under or in connection with the Loan Documents by the Lender or by any receiver appointed under the Security Documents after the occurrence of any Event of Default; and
11.3.2 any breach or inaccuracy of any of the representations and warranties contained in Clause 7 of this Loan Agreement or in the Security Documents or any breach of any undertaking contained in Clause 8 hereof or elsewhere in the Loan Documents.
THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services, any Purchasing Entity, and NASPO ValuePoint and their respective employees and agents harmless from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities, or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “Claims”) to the extent arising out of Contractor’s or its successors’, agents’, and/or subcontractors’ negligence, other tortious fault, or intentional misconduct under this Cooperative Purchasing Agreement. Contractor shall take all steps needed to keep Purchasing Entity’s property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed. The Parties agree that this section is not subject to any limitations of liability in this Cooperative Purchasing Agreement or in any other document executed in conjunction with this Cooperative Purchasing Agreement.
THIRD-PARTY CLAIMS; INDEMNITY. The Borrower shall indemnify the Lender fully on its demand in respect of claims, demands, proceedings, liabilities, taxes, losses and expenses of every kind, including without limitation attorney’s fees (“liability items”) which may be made or brought against, or incurred by, the Lender, in any country, in relation to:
10.2.1 any action lawfully taken, or omitted or neglected to be taken, under or in connection with this Loan Agreement or the Security Documents by the Lender or by any receiver appointed under the Security Documents after the occurrence of any Event of Default; and
10.2.2 any breach or inaccuracy of any of the representations and/or warranties contained in Clause 6 hereof or in the Security Documents or any breach of any covenant, commitment or agreement by the Borrower contained in Clause 7 hereof or elsewhere in this Loan Agreement or in the Security Documents
10.2.3 any amounts that Lender is required to pay to Bank Leumi pursuant to the Side Letter.
THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services and their employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees (collectively “claims”) arising from any act or omission of Contractor or its successors, agents, and subcontractors under this Contract, except claims caused solely by Enterprise Services’ negligence. Contractor shall take all steps needed to keep Enterprise Services’ property free of liens arising from Contractor’s activities, and promptly obtain or bond the release of any such liens that may be filed.
THIRD-PARTY CLAIMS; INDEMNITY. The Borrower shall indemnify the Lender fully on its demand in respect of claims, demands, proceedings, liabilities, taxes, losses and expenses of every kind, including without limitation attorney’s fees (“liability items”) which may be made or brought against, or incurred by, the Lender, in any country, other than as a result of thegross negligence or wilful misconduct of the Lender, in relation to: