CONTRACTOR SHALL INDEMNIFY Sample Clauses

CONTRACTOR SHALL INDEMNIFY. COUNTY AGAINST ALL LOSSES, LIABILITIES, CLAIMS, CAUSES OF ACTION, AND OTHER EXPENSES, INCLUDING REASONABLE ATTORNEYS FEES, ARISING FROM ACTIVITIES OF CONTRACTOR, ITS AGENTS, SERVANTS OR EMPLOYEES, PERFORMED UNDER THIS AGREEMENT TO THE EXTENT THAT RESULT FROM THE NEGLIGENT ACT, ERROR, OR OMISSION OF CONTRACTOR OR ANY OF CONTRACTOR’S AGENTS, SERVANTS OR EMPLOYEES.
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CONTRACTOR SHALL INDEMNIFY defend and hold harmless Owner and the State of Utah from and against any liens arising out of the performance of the Work and shall immediately cause any such liens to be released at Contractor’s expense. Owner and the State of Utah shall have the right, but not the obligation, to obtain the release of any lien asserted by any person other than Contractor by paying such claimant directly, in which case the amount of any such payment shall be deducted from any payment owed by Owner to Contractor hereunder or otherwise, or, if amounts owed by Owner to Contractor hereunder or otherwise are not sufficient to fully reimburse Owner or the State of Utah for such payment, Contractor shall pay Owner and/or the State of Utah the amount necessary to fully reimburse Owner of the State of Utah for such payment on demand. Should the Owner exercise the Owner’s rights under Utah Code Xxx. § 38-1a-804 the costs thereof shall be borne by and chargeable to the Contractor to the same extent as the payment(s) described in the previous sentence. Contractor shall not be entitled to receive progress payments until Contractor has provided Owner with a Utah Conditional Waiver and Release Upon Progress Payment in the form prescribed by Utah Code Xxx. § 38-1a-802 from Contractor and Contractor’s Subcontractors, Sub-subcontractors and material suppliers, if any, and Contractor shall not be entitled to receive final payment and/or release of retention until Contractor has provided Owner with a Utah Waiver and Release Upon Final Payment in the form prescribed by Utah Code Xxx. § 38-1a-802 from Contractor and Contractor’s Subcontractors, Sub-subcontractors and material suppliers, if any. Upon final completion of the Project as defined in Utah Code Xxx. § 38-1a-102 Contractor shall assure that a Notice of Completion complying with Utah Code Xxx. § 38-1a-507 is timely filed with the Utah State Construction Registry Database (“Database”). Contractor shall be liable for and shall pay to Owner any losses suffered by Owner as a result of Contractor’s failure to timely and properly file a Notice of Completion with the Database.

Related to CONTRACTOR SHALL INDEMNIFY

  • TO HOLD HARMLESS AND INDEMNIFY THE RELEASEES from any and all liability for any damage to property of or personal injury to any third party, resulting from my use of the Equipment;

  • HOLD HARMLESS/INDEMNIFICATION Contractor agrees to protect, defend, indemnify, and hold harmless the Department, its elected and appointed officials, agents and employees from and against all legal, equitable or administrative claims, causes of action, damages, losses and expenses, of any kind or character, including but not limited to attorneys' fees and the costs of defense, arising in favor of Contractor’s employees or third parties on account of bodily injury, sickness, disease, death, personal injury, violation of an offender’s constitutional or statutory rights, or to injury to or destruction of tangible property except for such claims, causes of action, damages, losses or expenses which are solely due to the fault or negligence of the party seeking indemnity.

  • Partial Indemnity, Etc If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

  • Hold Harmless Clause CSEA shall indemnify, defend, and hold the District harmless from any and all claims, demands, suits, or any other action arising out of the check-off and organizational security provisions contained herein. It is the expressed intent of the parties that any dispute or claim by a Unit Member arising under the provisions of this Article shall be specifically excluded from the grievance procedures in Article 22 of this Agreement.

  • Hold Harmless Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of every name, kind, and description, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, (C) any sanctions, penalties, or claims of damages resulting from Contractor’s failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, or (D) any other loss or cost, including but not limited to that caused by the concurrent active or passive negligence of County, its officers, agents, employees, or servants, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage for which County has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

  • Services by Indemnitee Indemnitee will serve as a director or officer of the Company. However, this Agreement shall not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee.

  • Save Harmless The Association indemnifies and holds the Board harmless against any and all claims, demands, suits, and other forms of liability, including liability for reasonable counsel fees and other legal costs and expenses that may arise out of or by reason of any action taken or not taken by the Board in conformance with these provisions.

  • Partial Indemnification If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

  • Successful Defense; Partial Indemnification To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 hereof or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. For purposes of this Agreement and without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any action, suit, proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which Indemnitee is entitled.

  • Indemnify The Association agrees to indemnify and hold the City harmless against any and all claims, suits, orders or judgments brought or issued against the Association as a result of any action taken or not taken by the Association with respect to authorized deductions for coverage in excess of that provided in Section 3 of this Article.

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