DEFENSE AND INDEMNIFICATION definition

DEFENSE AND INDEMNIFICATION. If this order involves performance of labor or other services by Seller on the property of ▇▇▇▇▇, ▇▇▇▇▇▇ agrees to defend, indemnify and hold ▇▇▇▇▇ harmless from all claims and demands asserted for loss of life, personal, injury, or property damage arising out of or resulting from the performance of such labor or services. ▇▇▇▇▇▇ agrees to comply with all federal, state and local safety laws, rules and regulations to defend, indemnify and hold Buyer harmless against all liability for Seller's failure to comply. If Seller is required by this contract to perform work on ▇▇▇▇▇'s property, ▇▇▇▇▇▇ agrees to follow any additional safety rules and regulations imposed by the Buyer covering Seller's work and ▇▇▇▇▇▇ agrees additional safety rules and regulations imposed by the Buyer covering ▇▇▇▇▇▇'s work and ▇▇▇▇▇▇ agrees to defend, indemnify and hold Buyer harmless from any liability for any damage or injury in any way caused by Seller's failure to comply with such rules or regulations or the failure of Seller's subcontractors, if any, to comply.
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Examples of DEFENSE AND INDEMNIFICATION in a sentence

  • THE LIABILITY AND DUTY OF DEFENSE AND INDEMNIFICATION ASSUMED HEREIN SHALL NOT BE AFFECTED BY NEGLIGENT ACTS OR OMISSIONS OF LANDOWNER OR HLRBO UNLESS SUCH INJURY OR DAMAGE IS CAUSED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL, WILLFUL AND WANTON MISCONDUCT OF LANDOWNER OR HLRBO.

  • THE LIABILITY AND DUTY OF DEFENSE AND INDEMNIFICATION ASSUMED BY LICENSEE SHALL NOT BE AFFECTED BY ANY LOSS, DAMAGE, DEATH, OR INJURY OCCASIONED BY OR CONTRIBUTED BY THE NEGLIGENCE OF LANDOWNER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, OR OTHERWISE, UNLESS SUCH INJURY OR DAMAGE IS CAUSED BY THE SOLE NEGLIGENCE OF LANDOWNER.

  • OWNER SHALL RETAIN DEFENSE COUNSEL WITHIN 10 BUSINESS DAYS OF WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHTS TO DEFENSE AND INDEMNIFICATION, AND IF OWNER DOES NOT DO SO, CITY MAY RETAIN ITS OWN DEFENSE COUNSEL IF REASONABLY NECESSARY AND OWNER WILL BE LIABLE FOR ALL REASONABLE COSTS AND EXPENSES OF SUCH COUNSEL INCURRED UNTIL OWNER HAS RETAINED DEFENSE COUNSEL.

  • THIS EXCLUSION WILL NOT APPLY TO EITHER PARTY’S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, COMPANY’S DEFENSE AND INDEMNIFICATION OBLIGATIONS, VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR ANY DIRECT OR INDIRECT LOSS OF PROFITS, DATA, BUSINESS, OR ANTICIPATED SAVINGS DUE TO FRAUD OR GROSS NEGLIGENCE.

  • THIS DEFENSE AND INDEMNIFICATION OBLIGATION IS INTENDED TO WAIVE AS BETWEEN THE PARTIES ANY EXCLUSIVITY-OF-REMEDY DEFENSE OR EMPLOYER IMMUNITY PROVISIONS THAT MAY OTHERWISE BE AVAILABLE TO SELLER UNDER WORKERS’ COMPENSATION OR SIMILAR LAWS.

  • EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND EXCEPT FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ANY BREACH OF SECTION 2.6 (RESTRICTIONS) OR SECTION 9 (CONFIDENTIALITY) OR DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL, UNDER NO CIRCUMSTANCES, EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT TO ISB.

  • EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND EXCEPT FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ANY BREACH OF SECTION 2.6 (RESTRICTIONS) OR SECTION 9 (CONFIDENTIALITY) OR DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL, UNDER NO CIRCUMSTANCES, EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT TO ISC.

  • THESE DEFENSE AND INDEMNIFICATION OBLIGATIONS SHALL NOT BE RESTRICTED IN ANY WAY BY ANY LIMITATIONS ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION, OR BENEFITS PAYABLE BY OR FOR THE SUBCONTRACTOR UNDER WORKERS' COMPENSATION ACTS, DISABILITY BENEFITS ACTS, OR OTHER EMPLOYEE BENEFITS ACTS, AND SHALL EXTEND TO AND INCLUDE ANY ACTIONS BROUGHT BY OR IN THE NAME OF ANY EMPLOYEE OF THE SUBCONTRACTOR OR OF ANY THIRD PARTY TO WHOM SUBCONTRACTOR MAY SUBCONTRACT A PART OR ALL OF THE WORK.

  • EXCEPT IN THE CASE OF THE RESELLER’S DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 5.1 ABOVE, FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BREACHES OF SECTION 4 (CONFIDENTIALITY) IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER UNDER THIS ADDENDUM EXCEED THE GREATER OF: (A) THE AGGREGATE AMOUNTS PAID OR OWED BY PARTNER TO DISTRIBUTOR UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE FIRST OCCURRENCE OF THE EVENTS GIVING RISE TO ANY CLAIM, OR (B) $50,000.

  • EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND EXCEPT FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ANY BREACH OF SECTION 2.6 (RESTRICTIONS) OR SECTION 9 (CONFIDENTIALITY) OR DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL, UNDER NO CIRCUMSTANCES, EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT TO APRYSE.

Related to DEFENSE AND INDEMNIFICATION

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Fund Indemnified Persons means the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons entitled to indemnification by the Holders under Section 7.