Indemnity/Hold Harmless. The Union agrees to indemnify and hold the District harmless against any and all liabilities (including reasonable and necessary costs of litigation) arising from any and all claims, demands, suits, or other actions relating to the District's compliance or attempted compliance with either this Article or the requests of the Union pursuant to this Article, or relating to the conduct of the Union in administering this Article. The Union shall have the right to determine and decide all matters relating to settlement and conduct of litigation with respect to this Article. In no case shall District funds be involved in any remedy relating to this Article. Any underpayments to the Union resulting from the District's failure to make a required deduction shall be remedied by additional deductions from the affected employee(s). Any overpayments to the Union resulting from excessive deductions shall be remedied either by refund from the Union to the affected employee(s) or by a credit against future payments by the affected employee(s).
Indemnity/Hold Harmless. CITY or any officer or employee thereof shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of DEVELOPER, its agents, or employees, contractors and subcontractors in the performance of this Agreement. DEVELOPER further agrees to protect, defend, indemnify and hold harmless CITY, its officials, boards and commissions, and members thereof, agents and employees from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or omissions of DEVELOPER, its agents, employees, contractors and subcontractors in the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force a...
Indemnity/Hold Harmless. EXCEPT FOR LOSS, CLAIMS AND EXPENSE SOLELY CAUSED BY LANDLORD’S NEGLIGENCE OR MISCONDUCT, TENANT HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS LANDLORD AND ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, AGENTS (INCLUDING LANDLORD’S BUILDING MANAGER), DIRECTORS, ASSIGNS, MEMBERS AND MANAGERS, FROM AND AGAINST ALL LOSS, CLAIMS, DAMAGES AND EXPENSES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE ATTRIBUTABLE IN WHOLE OR IN PART TO TENANT OR TENANT’S EMPLOYEES, SERVANTS, AGENTS, CONTRACTORS, LICENSEES OR INVITEES, BECAUSE OF DAMAGE TO, LOSS OR DESTRUCTION OF PROPERTY, INCLUDING LOSS OF USE THEREOF, AND OR BECAUSE OF BODILY INJURY, SICKNESS OR DISEASE, OR DEATH SUSTAINED BY ANY PERSON, INCLUDING WORKER’S OCCUPATIONAL DISEASE, SCAFFOLDING, STRUCTURAL REGULATIONS TO THE EMPLOYMENT, HEALTH, SAFETY, OR WORKING CONDITIONS OF WORKMEN, ARISING OUT OF OR RELATING TO THE PERFORMANCE OF WORK BY TENANT, ITS CONTRACTORS OR SUBCONTRACTORS; ARISING OUT OF OR RELATING TO FAILURE, MALFUNCTION, INSTALLATION, REPAIR OR SERVICE OF ANY EQUIPMENT OR SERVICES FOR WHATEVER REASON OR CAUSE, INCLUDING THE LOSS OR INTERRUPTION OF DATA, VOICE, AND OTHER KINDS OF TRANSMISSIONS OF TENANT AND TENANT’S CUSTOMERS AND INCLUDING, IN ALL INSTANCES, INDIRECT OR CONSEQUENTIAL DAMAGES AND REASONABLE ATTORNEY’S FEES. THE INDEMNIFICATION AND HOLD HARMLESS OBLIGATIONS DESCRIBED IN THIS ARTICLE AND IN OTHER PROVISIONS OF THIS LEASE SHALL SURVIVE THE TERMINATION OF THIS LEASE. IN NO EVENT SHALL LANDLORD BE LIABLE TO TENANT FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES REGARDLESS OF CAUSATION. WITH RESPECT TO TORT CLAIMS AGAINST LANDLORD, LANDLORD SHALL NOT BE LIABLE TO TENANT OR TO ANY OTHER PERSON FOR ANY ACT OR OMISSION OF LANDLORD OR OF ITS AGENTS OR EMPLOYEES, NEGLIGENT OR OTHERWISE, EXCEPT FOR ACTUAL DAMAGES OR COSTS INCURRED AS A DIRECT RESULT OF AND CAUSED DIRECTLY AND SOLELY BY THE MISCONDUCT OR NEGLIGENCE OF LANDLORD (OR OF LANDLORD’S AGENTS OR EMPLOYEES) IN CIRCUMSTANCES IN WHICH LANDLORD IS DEEMED TO BE LIABLE AT LAW FOR SUCH ACTS OR OMISSIONS AND SUCH LIABILITY CANNOT BE WAIVED BY TENANT. NOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL EVER BE CONSTRUED AS CREATING LIABILITY IN EXCESS OF THAT EXISTING AT LAW OR, IN ANY EVENT, INCREASING THE LIABILITY OF LANDLORD, UNDER ANY THEORY OR CAUSE OF ACTION, HOWEVER DENOMINATED, FROM THAT EXISTING AT LAW.
Indemnity/Hold Harmless. To the fullest extent permitted by law, Seller shall indemnify, hold harmless, reimburse and defend District, District’s officers, employees, agents and representatives from and against all claims, demands, penalties, and causes of action of any kind or character, including the cost of defense thereof, including attorney fees at trial and on appeal, arising out of, or resulting from Seller’s performance of this Contract, but only to the extent caused by the breach of this Contract or the negligent acts or omissions of Seller, any lower-tier seller, or any individual or entity directly or indirectly employed by any of them to perform under this Contract, or anyone for whose acts any of them may be liable.
Indemnity/Hold Harmless. Except as expressly provided in this Agreement, the Master Developer shall hold City, its officers, agents, employees, and representatives harmless from liability for damage or claims for damage for personal injury including death and claims for property damage which may arise from the direct or indirect operations of Master Developer or those of its contractors, subcontractors, agents, employees, or other persons acting on Master Developer’s behalf that relate to the development of the Project. Master Developer agrees to and shall defend City and its officers, agents, employees, and representatives from actions for damages caused or alleged to have been caused by reason of Master Developer’s activities in connection with the development of the Project other than any challenges to the validly of this Agreement or City’s approval of related entitlements. Master Developer and City agree to equally pay all costs and attorney fees for a defense in any legal action filed in a court of competent jurisdiction by a third party alleging any such claims or challenging the validity of this Agreement. The provisions of this Section shall not apply to the extent such damage, liability, or claim is proximately caused by the intentional or negligent act of City, its officers, agents, employees, or representatives. This Section shall survive any termination of this Agreement.
Indemnity/Hold Harmless. CITY or any officer or employee thereof shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of SUBDIVIDER, its agents or employees in the performance of this Agreement. SUBDIVIDER further agrees to protect, indemnify, and hold harmless CITY, its officials and employees from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or omissions of SUBDIVIDER, its agents or employees in the performance of this Agreement, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said Subdivision, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design or construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by the CITY of any responsibility for any damage or taking covered by this paragraph. CITY shall not be responsible for the design or construction of the Subdivision or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by SUBDIVIDER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, SUBDIVIDER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect, and to be responsible for maintenance and care of the improvements for one year. Provisions of this paragraph shall remain in full force and effect for 10 years following the acceptance by CITY of improvements. It is the intent of this section that SUBDIVIDER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and SUBDIVIDER approving, reviewing, checking, or correcting a...
Indemnity/Hold Harmless. (a) Sublessor shall not be liable to Sublessee or Sublessee’s employees, agents, invitees, licensees or visitors, or to any other person, for any injury to person, or damage to or loss of property on or about the Subleased Premises or the Building arising from any cause whatsoever, except to the extent caused solely by the gross negligence or willful misconduct of Sublessor. Except to the extent caused solely by the gross negligence or willful misconduct of Sublessor, Sublessee shall indemnify, protect, defend with counsel reasonably acceptable to Sublessor and hold harmless Sublessor and Sublessor’s shareholders, directors, officers, employees, agents, affiliates, successors and assigns (collectively, “Sublessor Indemnitees”) from and against any and all Claims caused by or arising in connection with: (i) the use or occupancy of the Subleased Premises, the Building, the Infrastructure Systems and the Personal Property by Sublessee or its employees, contractors, agents, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below; or (ii) the negligence or willful misconduct of Sublessee or its employees, contractors, agents, invitees, licensees or permitted sub-sublessees or assignees; or (iii) a default or breach of Sublessee’s obligations under this Sublease; or (iv) a default or breach of Sublessor’s obligations under the Master Lease to the extent caused by Sublessee’s default or breach of any of its obligations contained in this Sublease; or (v) any negligence, gross negligence or willful misconduct of Sublessee or its agents, employees, contractors, invitees, licensees, permitted sub-sublessees or assignees or permitted sublessees pursuant to Section 32 below in, on or about the Subleased Premises or the Building; or (vi) any failure of Sublessee to surrender the Subleased Premises (or any portion thereof) to Sublessor at the end of the Term hereof (or such sooner date as provided in this Sublease) or otherwise in the condition required hereunder to the extent required pursuant to the terms of this Sublease, or (vii) all Claims for labor or materials furnished or alleged to have been furnished to or for Sublessee at or for use on the Subleased Premises. Sublessee’s indemnification and other covenants provided in this Section 9 shall survive the expiration or termination of this Sublease.
(b) Except to the extent caused solely by the gross negligence or willful misconduct of Sublessee but subject to ...
Indemnity/Hold Harmless. XXXX agrees to indemnify and hold the District harmless against any and all liabilities (including reasonable and necessary costs of litigation), arising from any and all claims, demands, suits, or other actions relating to the District’s compliance or attempted compliance with either this Agreement or relating to the conduct of AALA in administering this Agreement, AALA shall have the right to determine and decide all matters relating to settlement and conduct of the litigation. In no case shall District funds be involved in any remedy relating to dues deductions. Any underpayments to AALA resulting from the District’s failure to make a required deduction shall be remedied by additional deductions from the affected employee(s). Any overpayments to AALA resulting from excessive deductions shall be remedied either by refund from AALA to the affected employee(s) or by a credit against future payments by the affected employee(s).
Indemnity/Hold Harmless. Contractor agrees to defend, save, indemnify and hold harmless HACSB and all its officers, employees, and agents, against any and all liabilities, claims, judgments, or demands, including demands arising from injuries or death of persons (Contractor's employees included) and damage to property, arising directly or indirectly out of the performance of the Work, the obligations herein undertaken or out of the operations conducted by Contractor, save and except claims or litigation to the extent arising through the active negligence or willful misconduct of HACSB. Contractor shall reimburse HACSB for any expenditures, including reasonable attorneys' fees, HACSB may incur arising out of any such claim or litigation, and,
Indemnity/Hold Harmless. UTLA agrees to indemnify and hold the District harmless against any and all liabilities, (including reasonable and necessary costs of litigation), arising from any and all claims, demands, suits, or other actions relating to the District's compliance or attempted compliance with either this Article or the requests of UTLA pursuant to this Article, or relating to the conduct of UTLA in administering this Article. UTLA shall have the right to determine and decide all matters relating to settlement and conduct of litigation with respect to this Article. In no case shall District funds be involved in any remedy relating in this Article. Any underpayments to UTLA resulting from the District's failure to make a required deduction shall be remedied by additional deductions from the affected employee(s). Any overpayments to UTLA resulting from excessive deductions shall be remedied either by refund from UTLA to the affected employee(s) or by a credit against future payments by the affected employee(s).
