City Indemnitee definition

City Indemnitee means: the City, its officers and employees, City Council members (acting in their professional capacity), and the City’s mayor (acting in his or her professional capacity).
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City Indemnitee has the meaning set forth in Section 9.3.
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City Indemnitee has the meaning specified in Section 13.3(A).
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Examples of City Indemnitee in a sentence

  • A City Indemnitee shall promptly notify the Contractor of the assertion of any claim against it for which it is entitled to be indemnified hereunder, and the Contractor shall have the right to assume the defense of the claim in any Legal Proceeding and to approve any settlement of the claim.

  • Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee.

  • Such obligations to defend, hold harmless and indemnify any City Indemnitee shall not apply to the extent that such Liabilities are caused by the sole negligence, active negligence, or willful misconduct of such City Indemnitee.

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  • In addition to Developer's obligations to indemnify, hold harmless, and defend City as set forth above, Developer and its assigns, transferees, and successors waive and release all claims of whatever sort or nature that may arise against City or City’s officers, employees, and agents in connection with the design or construction of the Project, excluding any Claims to the extent arising from the negligent or willful misconduct actions of City or any City Indemnitee.

  • However, the Indemnitor shall have no obligation to indemnify, protect, defend or hold harmless any City Indemnitee to the extent such Claim arises from the sole active negligence or willful misconduct of any City Indemnitee.

  • Nothing in this Comprehensive Agreement shall be interpreted as giving any responsibility for the Contract Services to the City, any City Indemnitee, the Owner’s Representative, or any other City Representative.

  • If the City, and/or any City Indemnitee is enjoined from completing, using, operating or otherwise enjoying the completed Construction Project or any part thereof, or from any Permitted Purpose of any Deliverable or any Intellectual Property Rights as a result of any claim identified in Section 5.4, Engineer shall exercise its best efforts to have such injunction removed at no cost to City or any applicable City Indemnitee.

  • Such obligation to hold harmless and indemnify any indemnity shall notapply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee.

  • If the City, and/or any City Indemnitee is enjoined from completing, using, operating or otherwise enjoying the completed Construction Project or any part thereof, or from any Permitted Purpose of any Deliverable or any Intellectual Property Rights as a result of any claim identified in Section 5.4, Service Provider shall exercise its best efforts to have such injunction removed at no cost to City or any applicable City Indemnitee.

Related to City Indemnitee

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Seller Indemnitee has the meaning set forth in Section 8.1(a).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Investor Indemnified Party is defined in Section 4.1.

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • Indemnifiable Person means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.