Unpermitted Waste Defense and Indemnification Sample Clauses

Unpermitted Waste Defense and Indemnification. 1537 Contractor shall defend, indemnify, and hold harmless at its sole cost and expense with counsel 1538 approved by the Authority, the Authority (including the Persons described in the definition of Authority 1539 in Exhibit 1) in any Actions that assert or allege Liabilities paid, incurred or suffered by, imposed upon or 1540 asserted against, the Authority that result or are claimed to have resulted directly or indirectly from the 1541 presence, Disposal, escape, migration, leakage, spillage, discharge, release or emission of Unpermitted 1542 Waste or petroleum to, in, on, at, or under the Landfill or Approved Processing Facilities, whether: 1543 (1) in one or more instance, 1544 (2) threatened or transpired, 1545 (3) Contractor is negligent or otherwise culpable, or 1546 (4) those Liabilities are litigated, settled, or reduced to a final judgment. 1547 For purposes of this Indemnity, Liabilities includes, in addition to those included in Exhibit 1, Liabilities 1548 arising from or attributable to any operations, repair, clean-up or detoxification, or preparation and 1549 implementation of any removal, remedial, response, Closure, Post-Closure or other plan, regardless of 1550 whether undertaken due to government directive or action, such as remediation of surface or ground 1551 water contamination and replacement or restoration of natural resources. 1552 The foregoing indemnity is intended to operate as an agreement pursuant to 42 U.S.C. Section 9607(e) 1553 and California Health and Safety Code Section 25364, to insure, protect, hold harmless and indemnify 1554 the Authority from liability in accordance with this Section.
Sample 1
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Unpermitted Waste Defense and Indemnification. 1616 Contractor shall defend, indemnify, and hold harmless at its sole cost and expense with counsel approved by the 1617 CCCSWA, the CCCSWA (including the Persons described in the definition of "CCCSWA" in Article 1) in any Actions 1618 that assert or allege Liabilities paid, incurred or suffered by, imposed upon or asserted against, the CCCSWA that 1619 result or are claimed to have resulted directly or indirectly from the presence, disposal, escape, migration, leakage, 1620 spillage, discharge, release or emission of Unpermitted Waste or petroleum in, on, at, or under the Approved 1621 Facilities, whether: 1622 A. in one or more instance, 1623 B. threatened or transpired, 1624 C. Contractor is negligent or otherwise culpable, or 1625 D. those Liabilities are litigated, settled, or reduced to judgment. 1626 The foregoing indemnity in favor of the CCCSWA shall not apply to the extent that the CCCSWA’s Franchised 1627 Collector failed to follow Standard Industry Practices and protocols in screening for Unpermitted Waste during 1628 collection. For purposes of this Indemnity, “Liabilities” includes, in addition to those included in Exhibit A, Liabilities 1629 arising from or attributable to any operations, repair, clean‐up or detoxification, or preparation and 1630 implementation of any removal, remedial, response, closure, post‐closure or other plan, regardless of whether 1631 undertaken due to government directive or action, such as remediation of surface or ground water contamination 1632 and replacement or restoration of natural resources. 1633 The foregoing indemnity is intended to operate as an agreement pursuant to 42 U.S.C. Section 9607(e) and 1634 California Health and Safety Code Section 25364, to insure, protect, hold harmless and indemnify the CCCSWA 1635 from liability in accordance with this Section. 1636 10.4 Insurance 1637 Contractor shall, at its sole cost and expense, maintain in effect at all times during the Term of this Agreement not 1638 less than the following coverage and limits of insurance: 1639 A. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1640 (1) The most recent editions of Insurance Services Office form number GL 0002 covering Commercial or 1641 Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad 1642 Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability 1643 coverage ("occurrence" form CG 0001). 1644 (2) The most rec...
Sample 1
Unpermitted Waste Defense and Indemnification. Contractor shall defend, indemnify, and hold harmless at its sole cost and expense with counsel approved by the City, the City in any actions that assert or allege liabilities paid, incurred or suffered by, imposed upon or asserted against, the City that result or are claimed to have resulted directly or indirectly from the presence, disposal, escape, migration, leakage, spillage, discharge, release or emission of Excluded Waste or petroleum to, in, on, at, or under the landfill whether: (1) in one or more instance, (2) threatened or transpired, (3) Contractor is negligent or otherwise culpable, or (4) those liabilities are litigated, settled, or reduced to a final judgment. For purposes of this Indemnity, liabilities include, liabilities arising from or attributable to any operations, repair, clean-up or detoxification, or preparation and implementation of any removal, remedial, response, Closure, Post-Closure or other plan, regardless of whether undertaken due to government directive or action, such as remediation of surface or ground water contamination and replacement or restoration of natural resources. The foregoing indemnity is intended to operate as an agreement pursuant to 42 U.S.C. Section 9607(e) and California Health and Safety Code Section 25364, to insure, protect, hold harmless and indemnify the City from liability in accordance with this Section.
Sample 1
Unpermitted Waste Defense and Indemnification. Contractor will defend, indemnify, and hold harmless at its sole cost and expense with counsel reasonably acceptable to the Authority, the Authority (including the Persons described in the definition of "Authority" in Exhibit A) and the Transfer Company in any Actions that assert or allege Liabilities paid, incurred, or suffered by, imposed upon or asserted against, the Authority that result or are claimed to have resulted directly or indirectly from the presence, disposal, escape, migration, leakage, spillage, discharge, release, or emission of Unpermitted Waste or petroleum to, in, on, at, or under the Landfill, whether: (1) in one or more instance, (2) threatened or transpired, (3) Contractor is negligent or otherwise culpable, or (4) those Liabilities are litigated, settled, or reduced to judgment. For purposes of this Indemnity, “Liabilities” includes Liabilities arising from or attributable to any operations, repair, clean-up or detoxification, or preparation and implementation of any removal, remedial, response, closure, post-closure, or other plan, regardless of whether undertaken due to government directive or action, such as remediation of surface or ground water contamination and replacement or restoration of natural resources. Notwithstanding the foregoing, this defense obligation shall not extend to the Transfer Company to the extent the Transfer Company delivered or is alleged to have delivered Hazardous Waste to the Landfill. Moreover, this indemnity obligation shall not extend to the Transfer Company to the extent the Transfer Company is proven to have delivered Hazardous Waste to the Landfill. Authority reserves the right to retain at its own cost and expense co-counsel and Contractor will direct Contractor’s counsel to assist and cooperate with such co-counsel with respect to Authority’s defense. The foregoing indemnity is intended to operate as an agreement pursuant to 42 U.S.C. Section 9607(e) and California Health and Safety Code Section 25364, to insure, protect, hold harmless, and indemnify the Authority from liability in accordance with this Section.
Sample 1
Unpermitted Waste Defense and Indemnification. Contractor shall defend, indemnify, and hold harmless at its sole cost and expense with counsel approved by the City, the City (including the Persons described in the definition of "City" in Article 1) in any Actions that assert or allege Liabilities paid, incurred or suffered by, imposed upon or asserted against, the City that result or are claimed to have resulted directly or indirectly from the presence, disposal, escape, migration, leakage, spillage, discharge, release or emission of Unpermitted Waste or petroleum in, on, at, or under the Approved Facilities, whether: A. in one or more instance, B. threatened or transpired,
Sample 1

Related to Unpermitted Waste Defense and Indemnification

  • Defense and Indemnification 12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

  • Release and Indemnification In consideration of Vendor’s acceptance to participate in the Event, Vendor hereby voluntarily assumes responsibility for, and releases, waives, acquits, and forever the Decatur Chamber of Commerce and their respective boards of directors, officers, agents, employees, members, sponsors, contributors and volunteers (collectively, the “Releasees”), of and from, and agrees not to sue the Releasees on account any and all liability, demands, losses, claims, and damages of every kind whether now or hereafter existing, arising out of, or in any way connected, directly or indirectly, with the Event or Vendor’s participation in the Event, WHETHER ARISING OUT OF, ATTRIBUTED TO OR CAUSED OR ALLEGED TO HAVE BEEN CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (SOLE, JOINT, CONCURRENT, ACTIVE OR PASSIVE), GROSS NEGLIGENCE, INTENTIONAL CONDUCT OF ANY OF THE RELEASEES. Vendor further agrees to indemnify, defend, and hold harmless the Releasees from and against any and all claims, demands, losses, liabilities, damages, costs and expenses, including but not limited to reasonable attorney fees, for injury, death, loss or damage of whatever nature to any person, property, or any other claim resulting from, arising out of, or in any way related to (i)Vendor’s use and occupancy of the Premises, (ii)Vendor’s participation in the Event, or (iii)an act or omission of Vendor, its agents, employees, or independent contractors or anyone directly or indirectly employed by any of them, or by anyone for whose acts or omissions any of them may be liable, WHETHER ARISING OUT OF, ATTRIBUTED TO OR CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY THE NEGLIGENCE (SOLE, JOINT, CONCURRENT, ACTIVE, OR PASSIVE), GROSS NEGLIGENCE, OR INTENTIONAL CONDUCT OF ANY OF THE RELEASEES.

  • Landlord Indemnification With respect to only those Hazardous Substances present on, in or under the Industrial Center as of the date of this Lease (the “Existing Hazardous Substances”), Landlord agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and hold Tenant harmless from and against any and all claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings and costs (including, but not limited to, reasonable attorneys’ and consultant fees and court costs), arising at any time during or after the Term of this Lease, to the extent arising from (1) any of the Existing Hazardous Substances and/or (2) the removal, investigation, monitoring or remediation of any of the Existing Hazardous Substances; provided, however, Landlord shall not indemnify, defend or hold Tenant harmless to the extent (x) Tenant or any of the Tenant Entities contributes to or has contributed to the presence of such Existing Hazardous Substances or Tenant and/or any of the Tenant Entities exacerbates the conditions caused by such Existing Hazardous Substances, or (y) Tenant and/or any of the Tenant Entities allows or permits persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible for, to cause such Existing Hazardous Substances to be present in, on, under, through or about any portion of the Premises, the Building or the Industrial Center, or does not take all reasonably appropriate actions to prevent such persons over which Tenant or any of the Tenant Entities has control and/or for which Tenant or any of the Tenant Entities are legally responsible from causing the presence of Existing Hazardous Substances in, on, under, through or about any portion of the Premises, the Building or the Industrial Center. Landlord’s obligations under this Paragraph 6.8 shall survive the Expiration Date or earlier termination of this Lease.

  • Waiver and Indemnification Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from (a) any cause in, on or about the Premises, or (b) any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Tenant Party.

  • Indemnification; Third Party Claims The Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.

  • Insurance and Indemnification (a) The Surviving Partnership will at all times after the Effective Time indemnify and hold harmless each person who is at the date of this Agreement, or has been at any time prior to the date of this Agreement, a general partner of the Company (or any general partner, officer or director thereof) or a managing member, general partner, director, officer or employee of any of their respective subsidiaries (“Indemnified Parties”), in each case to the fullest extent permitted by applicable law, with respect to any claim, liability, loss, damage, cost, fees (including reasonable attorneys’ fees) or expense (whenever asserted or claimed) based in whole or in part, or arising in whole or in part out of, any act or omission by that person at or prior to the Effective Time in connection with that person’s duties as a general partner, managing member, director, officer or employee, to the same extent and on the same terms (including with respect to advancement of expenses) provided in the relevant limited partnership agreement, operating agreement or articles of incorporation, or in any indemnification agreements, in effect on the date of this Agreement. The Surviving Partnership will pay all reasonable expenses, including attorney’s fees that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations of the Surviving Partnership under this Section 9.3. (b) Lima and Parent will cause the Surviving Partnership to keep in effect (at no less than their current levels of coverage) for at least six years after the Effective Time the policies or tail liability coverage of (i) general partners’ liability insurance maintained by the General Partners and/or Company and (ii) either directors and officers’ liability insurance, general partner’s liability insurance or managing member liability insurance, as the case may be, maintained by the General Partners, the Company, their respective subsidiaries at the date of this Agreement; provided that (A) Lima and Parent may substitute policies having comparable coverage and amounts and containing similar terms and conditions which are no less advantageous to the persons who are currently covered by those policies and with carriers comparable in terms of credit worthiness to those which have written those policies and (B) neither Lima, Parent nor the Surviving Partnership will be required to pay an annual premium for that insurance in excess of three times the annual premium relating to the year during which this Agreement is executed, but if they are not able to maintain the required insurance for an annual premium for that amount, they will purchase as much coverage as it can obtain for that amount.

  • Defense and Indemnity The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits.

  • Indemnification of Third Party Claims The obligations and liabilities of any party to indemnify any other under this Article 6 with respect to Claims relating to third parties shall be subject to the following terms and conditions:

  • Escrow and Indemnification 50 8.1 Survival of Representations, Warranties and Covenants...........50 8.2 Indemnity.......................................................50 8.3

  • Tenant’s Indemnification Tenant shall indemnify Landlord and Landlord’s managing agent from any and all claims, losses, liabilities, costs, expenses and damages, including attorneys’ fees, costs of testing and remediation costs, incurred by Landlord in connection with any breach by Tenant of its obligations under this Article 15. The covenants and obligations under this Article 15 shall survive the expiration or earlier termination of this Lease.

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