Duty to Defend and Indemnify. Consultant’s duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.
Duty to Defend and Indemnify. To the extent not covered by insurance maintained by PacifiCare, whether because of liability in excess of the policy limits or because of the occurrence of a non-insured event, IPA shall defend, indemnify and hold harmless PacifiCare from and against any claim, loss, damage, cost, expense or liability arising out of or related to the performance or nonperformance by IPA, its Specialist Physicians or employees of any Medical Services to be performed or arranged by IPA under this Agreement. It is understood and agreed by PacifiCare that the foregoing indemnification obligation is in no way whatsoever intended to reduce or eliminate any insurance coverage maintained by IPA and that PacifiCare shall be entitled to indemnification from IPA only for claims, losses, damages, costs, expenses or liabilities in excess of the applicable insurance policy limits or arising from uninsured events or occurrences. To the extent not covered by insurance maintained by IPA, whether because of liability in excess of the policy limits or because of the occurrence of a non-insured event, PacifiCare shall defend, indemnify and hold harmless IPA from and against any claim, loss, damage, cost, expense or liability arising out of or related to the performance or nonperformance of PacifiCare, its employees or agents of any service to be performed or provided by PacifiCare under this Agreement. It is understood and agreed by IPA that the foregoing indemnification obligation is in no way whatsoever intended to reduce or eliminate any insurance coverage maintained by PacifiCare and that IPA shall be entitled to indemnification from PacifiCare only for claims, losses, damages, costs, expenses or liabilities in excess of the applicable insurance policy limits or arising from uninsured events or occurrences.
Duty to Defend and Indemnify. Subject to Section 17.3, the Licensor will defend, indemnify and hold the Customer harmless in the event of any action or other proceeding brought against the Customer to the extent that it is based on a claim that the use of the Product as licensed in this Agreement infringes any copyright, moral right, trade secret, trade or service mark, or US or European patent.
Duty to Defend and Indemnify. To the fullest extent permitted by law, the client shall defend and indemnify and hold harmless the Inspector and any consultants and agents and employees of any of the same, from and against claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the inspection, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property , but only to the extent caused by the negligent acts or omissions of the Inspector, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. This duty to defend and indemnify the Inspector shall arise at the inception of any litigation bringing forth or sounding legal claims or factual allegations regarding allegedly deficient inspection, respectively, against Inspector. Inspector’s tender of defense is not required.
Duty to Defend and Indemnify. The School District and the County agree that they will each carry liability and property insurance coverage in appropriate amounts, as determined by each party. Further, the School District and the County agree that each will be responsible for their own acts, errors, or omissions and the results thereof to the extent authorized or limited by law and shall defend, indemnify and hold harmless the other party for such acts, errors or omissions arising out of or in connection with the services pursuant to this Agreement.
Duty to Defend and Indemnify. Except as provided in Section 18.2 below, CLIENT agrees to defend, hold harmless and indemnify D&K and its affiliates, and its and their agents, directors, officers and employees (“Indemnitees”) from and against any liability or expense (including reasonable legal expenses and attorneys' fees) (collectively, “Losses”) resulting from suits, claims, actions and demands, in each case brought by a third party (each, a “Third-Party Claim”) arising out of (a) the breach by CLIENT of any of the provisions of this Agreement, (b) personal injury or property damage to the extent based on the strict liability of, or caused by any negligent act, error or omission of, CLIENT or any of its employees, subcontractors or agents, (c) the use of the CLIENT's products by third parties, and (d) infringement of the intellectual property rights of third parties, including patent, copyright and trade secret rights, in connection with the Deliverables supplied under this Agreement.
Duty to Defend and Indemnify. Certificant shall be solely responsible for and shall defend and hold ACBN free and harmless from any claims, losses, damages, liabilities, costs, expenses, attorney’s fees and costs or obligations arising from or relating to any acts or omissions, duties and obligations of Certificant, and its employees, agents, and representatives in providing or failing to provide nutrition services to patients.
Duty to Defend and Indemnify. Seller, for its successors and assigns, does here- by covenant and agree with SL, its successors and assigns, that Seller hereby warrants that at its sole expense it shall defend the sale of the Equipment hereunder, from and against, without limitation, any and all persons or entities whatsoever who attempt to assert an interest in the Equipment, and/or make a claim that is attributable to or derives from the action or conduct of Seller inany way. Seller also hereby indemnifies and holds SL harmless from any and all damages (including, without limitation, for SL’s reasonable attorney fees and costs) arising from any claim, action or proceeding brought against any party hereto that: (a) alleges title to the Equipment rests with a party other than SL or Seller; (b) seeks to enforce a lien and/or other encumbrance on the equipment; and/or (c) seeks to hold SL responsible for defects in the Equipment, the proximate cause of which may modifications or repairs which Seller may be have made to the Equipment, and/or are otherwise due or attributable to fault or neglect of the Seller, Seller’s agents and/or employees.
Duty to Defend and Indemnify. 19.1 To the fullest extent permitted by law, the Purchaser shall indemnify, defend and hold harmless the Supplier and its employees, management and directors, from and against any and all, associated costs, demands, damages, settlements, judgements, fees (including attorney), losses, liabilities and expenses that can emerge out of, or can be in connection to any claims from third parties related, but not limited to, the Purchaser’s breach of this Agreement, the work and performances of the Purchaser or the Purchaser’s employees, or its hired independent contractors.
Duty to Defend and Indemnify. Vsource and Guarantor will, jointly and severally, defend, indemnify and hold harmless Agilent from all claims, losses, liabilities, damages, costs and expenses (including attorney and expert witness fees) suffered by reason of any third party claim, including any claim made or any suit or proceeding brought against Agilent, that the provision of Services by Vsource or the Work or use by Agilent thereof under this Agreement infringes or violates any patent, copyright, trademark, trade secret, utility model, industrial design, mask work, moral right or other Intellectual Property Right; provided, that Agilent promptly provides Vsource and Guarantor with written notice of such claim, grants to Vsource sole control of the defense and settlement negotiations relating to such claim, and provides all reasonable assistance in defending or settling such claim. If use of the Services or Work, or any part thereof, is enjoined, Vsource and Guarantor will, at their sole expense and option: (i) procure for Agilent the right to continue using the Services or Work; (ii) replace the Services or Work with a non-infringing version of equivalent function and performance; or (iii) modify the Services or Work to be non- infringing without detracting from the function or performance required under the terms of this Agreement.
