THIRD PARTY INDEMNITY. The Supplier hereby indemnifies and shall hold Transnet harmless against any direct damages suffered by or claims arising against Transnet in respect of clause 13.2 above.
THIRD PARTY INDEMNITY. Each Party (the "Indemnifying Party") shall indemnify and hold harmless the other Party, its Affiliates, and their respective officers, employees, consultants, agents and representatives (the "Indemnified Parties") against any and all Claims which may be asserted against or suffered by any of the Indemnified Parties, which relate to any death, injury or loss or damage to property suffered by the relevant third party, to the extent resulting from any negligent act or omission of the Indemnifying Party and its respective officers, employees, consultants, agents and representatives, provided that the death, injury, loss or damage suffered by the relevant third party is not attributable to any act or omission of any one or more of the Indemnified Parties or to the failure of one or more of the Indemnified Parties to take reasonable steps to mitigate or avoid the death, injury, loss or damage in question.
THIRD PARTY INDEMNITY. The City will indemnify a Covered Party on demand against any Covered Loss, including any legal or other expenses incurred by it or them to investigate and defend against any such Covered Loss. However, the City will not be liable under this indemnity to the extent that the Covered Loss results from a Covered Party’s gross negligence or willful misconduct, as determined in a final, non-appealable judgment in a court of competent jurisdiction.
THIRD PARTY INDEMNITY. 4.7.1 The Tenant must indemnify the Landlord against all actions, claims, demands made by a third party, all costs, damages, expenses, charges and taxes payable to a third party and the Landlord’s own liabilities, costs and expenses incurred in defending or settling any action, claim or demand in respect of any personal injury or death, damage to any property and any infringement of any right arising from:
(a) the state and condition of the Premises or the Tenant’s use of them;
(b) the exercise of the Tenant’s rights;
(c) or the carrying out of any Permitted Works.
4.7.2 In respect of any claim covered by the indemnity in clause 4.7.1, the Landlord must:
(a) give notice to the Tenant of the claim as soon as reasonably practicable after receiving notice of it;
(b) provide the Tenant with any information and assistance in relation to the claim that the Tenant may reasonably require, subject to the Tenant paying to the Landlord all costs incurred by the Landlord in providing that information or assistance; and
(c) mitigate its loss (at the Tenant’s cost) where it is reasonable for the Landlord to do so.
THIRD PARTY INDEMNITY. Except as otherwise approved in writing by the City, SMPRC shall require that all persons it employs hereunder (other than common law employees) indemnify and save City, its City Council, its boards and commissions, its agents, representatives, employees, and lenders designated by City, SMPRC and their respective officers, directors, agents, employees, and affiliates harmless from, and defend them against, all liabilities, losses and claims, and reimburse them for all expenses they incur (including the costs of litigation and reasonable attorneys' fees) on account of personal injury or death to persons and damage to property which occurs on the Pier, to the extent caused by the misconduct or wrongful or negligent act or omission of such independent contractor, or employees or agents of such independent contractor, arising from or related to the performance of work or services it performs on or about the Pier, or from such contractor's property. Each independent contractor that SMPRC employs hereunder shall pay for and defend any and all suits or actions threatened or instituted against SMPRC or City, its City Council, its boards and commissions, its agents, representatives, employees, and its lenders designated by City, and shall pay all reasonable attorneys' fees, litigation costs and all other expenses in connection therewith, and shall promptly discharge any judgments arising therefrom. These conditions shall also apply to any work or operations subcontracted by such contractors. Such provisions shall expressly survive the expiration of any contracts in which they are contained.
THIRD PARTY INDEMNITY. Acacia will indemnify, hold harmless, and defend ADVA from and against any and all liabilities, damages, losses, costs and expenses (including but not limited to reasonable legal and other professional fees) payable to third parties to the extent based upon any product liability claim caused by any Product that fails to conform to the warranty in Section 5.2 or other third party claim arising from Acacia’s failure to perform its obligations under this Agreement.
THIRD PARTY INDEMNITY. [Name of SPV] shall indemnify GoK in respect of any applicable charges, deposits and other monies levied by third Parties for and in relation to the provision by such third Parties to [Name of SPV] of water, electricity, telephone and communication facilities.
THIRD PARTY INDEMNITY. (a) The Company hereby indemnifies and agrees to hold harmless each of the Finance Parties and in each case each of its and their affiliates and each of their respective officers, directors, employees, agents, advisors and representatives (each an "INDEMNIFIED PARTY") from and against any and all claims, damages, losses, liabilities, costs, legal expenses and expenses (altogether "LOSSES") that may be incurred by or awarded against any Indemnified Party, in each case arising out of or in connection with any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened in relation to the Finance Documents (or the transactions contemplated thereby) or any use of the proceeds of the Facility whether or not such claim investigation, litigation or proceeding is brought by the Company, any of its shareholders or creditors or Indemnified Party or any other person, or an Indemnified Party is otherwise a party thereto, except to the extent that such Losses are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence, wilful misconduct or breach of the Finance Documents by an Indemnified Party.
(b) The company further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to it or any of its shareholders or creditors for or in connection with the transactions referred to above, except for direct (as opposed to indirect or consequential) damages or losses to the extent such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence, wilful misconduct or breach of the Finance Documents.
THIRD PARTY INDEMNITY. The Purchaser shall use commercially reasonable efforts to bring indemnity claims against or otherwise pursue coverage from any third party which has an indemnification or other obligation to the Purchaser with respect to any Damages. The amount of any Damages for which any Indemnitee would otherwise be entitled to indemnification under this Article 8 shall be reduced by the amount of proceeds (net of any costs of collection or other costs related to the indemnity claim against such third party in respect of Damages and subject to rights of subrogation as applicable) such Indemnitee actually receives from a third party which has an indemnification or other obligation to the Purchaser in respect of such Damages. Notwithstanding the foregoing, the Purchaser may elect not to comply with the first sentence of this Section 8.3(g), but if it does not so comply, then the amount of any Damages for which any Indemnitee would otherwise be entitled to indemnification under this Article 8 shall be reduced by the amount of any indemnification or other coverage that reasonably would be expected to be recoverable from any such third party which has an indemnification or other obligation to Purchaser with respect to such Damages. In the event that an Indemnitee receives any such amounts as a result of any such indemnity claim against a third party, with respect to any Damages for which any Indemnitee has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (such refund amount to be determined in accordance with the foregoing sentence) shall be promptly paid to the Stockholders’ Agent for further distribution to the Selling Parties, as applicable.
THIRD PARTY INDEMNITY. To the extent Consultant is requested to and does provide services to Company under this MCA, Company shall indemnify, defend and hold harmless Consultant against any and all losses, costs, expenses and damages, including but not limited to reasonable attorneys’ fees, resulting from Consultant’s services under this MCA, except to the extent that any such claim is caused by Consultant’s gross negligence, malpractice, reckless or intentional misconduct, or breach of this Agreement.
