indemnify and hold harmless definition

indemnify and hold harmless means the Licensor’s specific, exclusive, and limited obligation to (a) pay any judgments, fines and penalties finally awarded by a court of competent jurisdiction, governmental/administrative body or any settlements reached pursuant to a Claim and (b) reimburse the Commonwealth for its reasonable administrative costs or expenses, including without limitation reasonable attorney’s fees, it necessarily incurs in handling the Claim. The Commonwealth agrees to give the Licensor prompt notice of any such claim of which it learns. Pursuant to the Commonwealth Attorneys Act, Act of October 15, 1980, P.L. 950, No. 164, as amended, 71 P. S. §§ 732-101—732-506, the Office of Attorney General (“OAG”) has the sole authority to represent the Commonwealth in actions brought against the Commonwealth. The OAG, however, in its sole discretion, and under the terms the OAG deems appropriate, may delegate its right of defense of a Claim. If the OAG delegates the defense to the Licensor, the Commonwealth will cooperate with all reasonable requests of Licensor made in the defense of and/or settlement of a Claim. The Licensor shall not, without the Commonwealth’s consent, enter into any settlement agreement which (a) states or implies that the Commonwealth has engaged in any wrongful or improper activity other than the innocent use of the material which is the subject of the Claim, (b) requires the Commonwealth to perform or cease to perform any act or relinquish any right, other than to cease use of the material which is the subject of the Claim, or (c) requires the Commonwealth to make a payment which the Licensor is not obligated by this Agreement to pay on behalf of the Commonwealth. In all events, the Commonwealth shall have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. It is expressly agreed by the Licensor that, in the event it requests that the Commonwealth provide support to the Licensor in defending any such Claim, the Licensor shall reimburse the Commonwealth for all necessary expenses (including attorneys’ fees, if such are made necessary by the Licensor’s request) incurred by the Commonwealth for such support. If the OAG does not delegate to the Licensor the authority to control the defense and settlement of a Claim, the Licensor’s obligation under this section ceases. The Licensor, at its own expense, shall provide whatever cooperation the OAG requests in the defense of the suit.
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indemnify and hold harmless means the Licensor’s specific, exclusive, and limited obligation to
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indemnify and hold harmless. SEIU925 agrees to indemnify and hold harmless from all claims, demands, suits or other forms of liability (including attorneys’ fees) that shall arise against the District for, or on account, of any membership dues or COPE deduction made from the pay of a bargaining unit employee.
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Related to indemnify and hold harmless

  • Hold Harmless All parties hereby covenant and agree to: (1) indemnify and hold Holder harmless from and against all claims, injuries, suits and damages arising out of the performance by Holder of its duties; (2) not to xxx Xxxxxx for any decision of Holder to disburse xxxxxxx money in accordance with this Agreement.

  • Indemnify means an undertaking to pay any damages, claim or taxed costs awarded by a court or agreed to by the municipality in terms of a formal settlement process;

  • Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.

  • Indemnified Parties has the meaning set forth in Section 8.2.

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

  • 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 Person has the meaning set forth in Section 11.3.

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

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

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • 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.

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

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

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

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Lender Indemnitees shall have the meaning set forth in Section 11.13(b).

  • Indemnifier means any Party obligated to provide indemnification under this Agreement;

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

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Holder Indemnified Persons means, with respect to each Holder, such Holder and its affiliates and directors, officers, partners, trustees, employees, agents, representatives and control persons entitled to indemnification by the Fund under Section 7.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Purchaser Indemnitees has the meaning set forth in Section 7.2.