Indemnity and Defense. 20.1 Each Party (“Indemnifying Party”) shall indemnify, defend and save harmless the other Party (“Indemnified Party”), the Indemnified Party’s Affiliates, and the directors, officers and employees of the Indemnified Party and the Indemnified Party’s Affiliates, from and against any Claims that arise out of or result from bodily injury or death to any person or damage to or loss of the tangible property of any person, to the extent such bodily injury, death, damage or loss, results from the negligent or otherwise tortious acts or failures to act of the Indemnifying Party, the Indemnifying Party’s Affiliates, or the employees, Agents or contractors of the Indemnifying Party or the Indemnifying Party’s Affiliates, in connection with this Agreement.
Indemnity and Defense. The Company shall defend, hold harmless, and indemnify NBS and the Employer, its Governing Board, and their officers, employees, agents, and authorized third party administrators (the “Indemnified Parties”), from every claim, obligation, demand and suit at law or equity, which may arise out of, be connected with or be made by reason of the purchase of Annuities by the Employer on behalf of employee(s) from the Company, and shall satisfy any judgment rendered or settlement against any of the indemnified parties, except for the liability resulting from the gross negligence, willful misconduct, actual fraud or criminal conduct, of any Indemnified Party. NBS or the Employer shall notify the Company within a reasonable amount of time on the receipt of any such claim demand or suit.
Indemnity and Defense. To the fullest extent allowed by applicable law, Subcontractor will indemnify and defend Contractor, Customer, and their owners, shareholders, officers, directors, consultants, agents, sureties, and employees (collectively, "Indemnified Parties"), from and against claims, damages (including, but not limited to, consequential damage), losses, or expenses (any or all, collectively, the "Claim"), including, but not limited to, reasonable attorneys fees, arising out of or relating to this Subcontract or the performance of Subcontractor's Work, except to the extent caused by the sole negligence of an Indemnified Party.
Indemnity and Defense. The rights of Deputies to be indemnified for damage awards against themselves or their marital community and to be provided with a legal defense if sued in matters related to their employment are set out in RCW 4.96.041 and BOCC Resolution 19-167. Upon a Deputy’s request, the Prosecuting Attorney’s Office Admin- istrator or the Xxxxx County Risk Management Office shall assist him or her in making such a request for an indemnity and a defense by Xxxxx County.
Indemnity and Defense. Buyers and Sellers shall defend, indemnify, and hold harmless Malleries (and its respective employees, directors, agents, and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of the Buyer’s or Seller’s representations, warranties, or obligations set forth in this Agreement; or (ii) the Seller’s own website or other sales channels, the Goods, products, or services the Seller sells, any content the Seller publishes on the Site, its own website, or elsewhere, the advertisement, offer, sale or return of any Goods or products the Seller sells, any actual or alleged infringement of any intellectual property or proprietary rights by any products Seller sells or content Seller publishes on the Site, its own website, or elsewhere, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity, and “Seller Taxes” means any taxes required to be collected by Seller, including but not limited to any taxes Seller may be obligated to collect under applicable law.
Indemnity and Defense. To the fullest extent permitted by law, Contractor will indemnify, defend and hold each Owner Party harmless from and against any and all Claims arising out of or resulting from (i) Contractor’s or its Subcontractors failure to comply with the terms of the Contract Documents, or (ii) the performance of the Work, but only to the extent such Claims result from the acts or omissions of Contractor or its agents, employees or Subcontractor(s). The duty to defend under this Section 16(a) arises immediately upon Contractor’s receipt of the request of Owner for the defense.
Indemnity and Defense. To the extent allowed by law, Developers shall defend, indemnify and hold harmless the Yolo Habitat Conservancy, its Board of Directors, member agencies and their governing bodies, officers, directors, agents, employees and volunteers from and against all demands, claims, actions, liabilities, losses, damages, and costs (collectively, “Claims”), including reasonable attorneys' fees, arising out of or resulting from this Agreement, excluding only those Claims arising from the Conservancy’s breach of its express obligations hereunder. Responsibility for such defense and indemnity obligations shall survive the termination or completion of this agreement for the full period of time allowed by law. In providing any defense under this Section, Developers shall use counsel reasonably acceptable to the Conservancy’s Counsel.
Indemnity and Defense. PROVIDER WILL, AT ITS EXPENSE, DEFEND, INDEMNIFY AND HOLD HARMLESS TACONIC AND ITS SUBSIDIARIES, AFFILIATES AND AGENTS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AND EMPLOYEES, AND TACONIC’S CUSTOMERS (COLLECTIVELY “INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSS, COST, EXPENSE, DAMAGE, CLAIM, DEMAND OR LIABILITY, INCLUDING REASONABLE ATTORNEY AND PROFESSIONAL FEES AND COSTS AND THE COST OF SETTLEMENT, COMPROMISE, JUDGMENT OR VERDICT (A “LOSS”) INCURRED BY OR DEMANDED OF AN INDEMNITEE ARISING OUT OF, RESULTING FROM OR OCCURRING IN CONNECTION WITH PROVIDER’S NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF THIS AGREEMENT. IN ADDITION, PROVIDER WILL, AT ITS EXPENSE, DEFEND, INDEMNIFY AND HOLD INDEMNITEES HARMLESS FROM AND AGAINST ANY LOSS RELATED TO PERSONAL INJURY, PROPERTY DAMAGE OR DEATH ARISING FROM PROVIDER’S PERFORMANCE UNDER THIS AGREEMENT OR FROM PROVIDER’S PRESENCE ON TACONIC’S FACILITIES. PROVIDER EXPLICITLY ACCEPTS THAT THE INDEMNITIES GRANTED ABOVE WAIVE ANY LIABILITY OF TACONIC TO PROVIDER FOR COMPARATIVE LIABILITY EVEN IN THE EVENT OF NEGLIGENCE OR GROSS NEGLIGENCE BY TACONIC.
Indemnity and Defense. To the fullest extent allowed by law, Consultant/Professional will indemnify, defend, and hold harmless District, its Board of Education members, officers, agents, employees and directors (hereinafter “Indemnified Parties”) from and against any claim, demand, loss or liability (hereinafter “Claim”) of any nature or cause whatsoever, and whether actual or alleged, arising from or in any way connected with the performance of this Agreement, including, but not limited to any Claim for personal injury, death, property damage, loss of profits, infringement upon intellectual property rights, failure to comply with all of the requirements contained in Education Code section 45125.1 and/or disclosure of confidential information which might be obtained by Consultant/Professional during performance of this Agreement; except where such Claim is caused by the sole negligence or willful misconduct of the Indemnified Parties.
Indemnity and Defense. Firm shall indemnify, defend, and hold harmless the City, its officers, employees, agents and volunteers (“City indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Firm’s performance of its obligations under this agreement or out of the operations conducted by Firm, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Firm’s performance of this agreement, the Firm shall provide a defense to the City indemnitees, or at the City’s option, reimburse the City indemnitees their costs of defense, including reasonable legal counsels’ fees, incurred in defense of such claims. If the Firm is named in a lawsuit that arises out of an act or mission by the City Council, a City commission, City committee, or City employee, which was made against the express advice of the Firm, or where the Firm was not consulted, the City would defend and identify the Firm.
