Consultant’s Indemnification. The Consultant agrees to protect, defend, indemnify and hold the Company and its customers and other contractors and subcontractors, as well as their respective officers, directors, employees, representatives and/or invitees (the “Company Group”), harmless from and against all claims, demands, lawsuits, damages and causes of action of every kind and character without limit and without regard to the cause or causes thereof or the actual or alleged negligence or fault (whether active or passive) of any Party or any third parties, including the sole, joint or concurrent negligence of any member(s) of the Company Group under any theory of strict liability and/or defect of premises (whether or not pre-existing under this Agreement), arising in connection with or under this Agreement in favor of the Consultant and its subcontractors and invitees, or their employees or representatives, on account of bodily injury, death or damage to property.
Consultant’s Indemnification. Except as provided in subsection 2.6 below, to the fullest extent permitted by law, and to the extent otherwise provided for in private contracts of insurance, Consultant shall indemnify, defend, and hold harmless the County and its officers, agents, and employees from all damages, losses, expenses, attorney fees and costs related to litigation, including judgments arising out of or resulting from Consultant's performance under this Contract.
Consultant’s Indemnification. Consultant shall indemnify, defend and hold Merchant and its consultants, members, managers, partners, officers, directors, employees, attorneys, advisors, representatives, lenders, potential co- investors, principals, and affiliates (other than the Consultant or the Consultant Indemnified Parties) {00323193.DOC; 1} (collectively, "Merchant Indemnified Parties") harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to (a) the willful or grossly negligent acts or omissions of Consultant or the Consultant Indemnified Parties; (b) the breach of any provision of, or the failure to perform any obligation under, this Agreement by Consultant; (c) any liability or other claims made by Consultant’s Indemnified Parties or any other person (excluding Merchant Indemnified Parties) against a Merchant Indemnified Party arising out of or related to Consultant’s conduct of the Sale, except claims arising from Merchant’s negligence, willful misconduct, or unlawful behavior; (d) any harassment, discrimination or violation of any laws or regulations or any other unlawful, tortuous or otherwise actionable treatment of Merchant Indemnified Parties, or Merchant’s customers by Consultant or any of the Consultant Indemnified Parties and (e) any claims made by any party engaged by Consultant as an employee, agent, representative or independent contractor arising out of such engagement.
Consultant’s Indemnification. Company shall have no liability with respect to decisions made or actions taken by Consultant in reliance on advice or recommendations given by Company or transactions presented to Consultant by company. Consultant agrees to indemnify and hold harmless Company, and the respective directors, officers, agents and employees or Company, to the full extent lawful, from and against all losses, claims, damages, liabilities and expenses incurred by them (including attorney's fees and disbursements) that results from actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by Consultant, its agents or employees.
Consultant’s Indemnification. Consultant shall indemnify and hold harmless Company from any and all payroll taxes, including but not limited to withholding taxes, social security taxes, medicare/medical taxes, and federal and state unemployment taxes and all penalties and interest thereon that the Company is found to be liable for and/or owing by the Internal Revenue Services and/or Florida and other states' departments of revenue on any amounts paid to Consultant by the Company hereunder.
Consultant’s Indemnification. Consultant agrees:
Consultant’s Indemnification. Consultant agrees to indemnify and hold harmless Molex, its affiliates and their respective directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, directly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Consultant, (ii) a determination by a court or agency that the Consultant is not an independent contractor, (iii) any breach by the Consultant of the covenants contained in this Consulting Agreement, (iv) any failure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from Molex’s use of the work product of Consultant under this Consulting Agreement.
Consultant’s Indemnification. Consultant shall indemnify, defend and hold Merchant and its consultants, members, managers, partners, officers, directors, employees, attorneys, advisors, principals, and affiliates (other than the Consultant or the Consultant Indemnified Parties) (collectively, "Merchant Indemnified Parties") harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to (a) the willful or grossly negligent acts or omissions of Consultant or the Consultant Indemnified Parties; (b) the breach of any provision of, or the failure to perform any obligation under, this Agreement by Consultant; (c) any liability or other claims made by Consultant’s Indemnified Parties or any other person (excluding Merchant Indemnified Parties) against a Merchant Indemnified Party arising out of or related to Consultant’s conduct of the Sale, except claims arising from Merchant’s negligence, willful misconduct, or unlawful behavior; (d) any harassment, discrimination or violation of any laws or regulations or any other unlawful, tortuous or otherwise actionable treatment of Merchant Indemnified Parties, or Merchant’s customers by Consultant or any of the Consultant Indemnified Parties and (e) any claims made by any party engaged by Consultant as an employee, agent, representative or independent contractor arising out of such engagement.
