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 15.1.
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Examples of City Indemnitee in a sentence

  • 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.

  • 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.

  • 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.

  • 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.

  • Licensee shall pay and satisfy any judgment, award or decree that may be rendered against City or any City Indemnitee, except as otherwise provided in this Agreement.

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  • Any City Indemnitee will promptly notify the Contractor of any assertion of any claim against it for which it is entitled to be indemnified hereunder, will give the Contractor the opportunity to defend such claim and will not settle such claim without the approval of the Contractor.

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  • With respect to any Development Period work and any Construction Work, the City Indemnitee whose negligence or other wrongful conduct, act or omission or performance or non-performance is adjudged to have caused such Loss-and-Expense shall be responsible therefor in the proportion that its negligence or wrongful conduct or performance or non-performance caused or contributed to the Loss-and-Expense.

  • Engineer shall have no obligation to defend, indemnify or hold harmless any City Indemnitee to the extent that such Action or losses were primarily caused by the City Indemnitee’s gross negligence, or a breach of this Agreement by City.

Related to City Indemnitee

  • Liquidity Indemnitee means the Liquidity Provider, its directors, officers, employees and agents, and its successors and permitted assigns.

  • 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 9.2(b).

  • 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.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • 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.

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

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

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

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

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Indenture Indemnitee means (i) WTNA and the Mortgagee, (ii) each separate or additional trustee appointed pursuant to the Trust Indenture, (iii) the Subordination Agent, (iv) each Liquidity Provider, (v) each Pass Through Trustee and each Related Note Holder, (vi) the Paying Agent, (vii) the Escrow Agent and (viii) each of the respective directors, officers, employees, agents and servants of each of the persons described in clauses (i) through (vii) inclusive above.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

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

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • 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.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • 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, (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, agent, trustee or other fiduciary 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 (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Licensee Indemnitees has the meaning set forth in Section 11.2.