Contractual Indemnification. In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, administrative or criminal, including, without limitation, any such claim, action, suit, proceeding or investigation in which any Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of Safety Fund or any Safety Fund Subsidiary (the "Indemnified Parties") is, or is threatened to be, made a party, based in whole --------------------- or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their reasonable efforts to defend against and respond to such claim, action, suit, proceedings or investigation. It is understood and agreed that from and after the Effective Time, Buyer shall indemnify and hold harmless, as and to the fullest extent permitted by applicable law, each Indemnified Party against any and all losses, claims, damages, liabilities and fines, and amounts paid in settlement, in connection with any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time). In connection with any such claim, action, suit, proceeding or investigation, (x) Buyer shall pay expenses (including without limitation reasonable attorney fees) in advance of the final disposition of any such claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable law upon receipt of any undertaking required by applicable law, and (y) Buyer shall use all reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that (1) Buyer shall have the right to assume the defense thereof and upon such assumption Buyer shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Buyer does not assume such defense or counsel for the Indemnified Parties reasonably advises that there are issues which raise conflicts of interest between Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Buyer, and Buyer shall pay the reasonable fees ...
Contractual Indemnification. An indemnification agreement is essentially a contract under which one party (the indemnitor) agrees to assume the tort liability of another (the indemnitee) in connection with the claims of third parties stemming from the work performed on a particular project, from the services provided pursuant to a contract, from the indemnitor’s occupancy or use of particular property, etc. Such agreements generally provide not only for indemnification with respect to any damages owed by the indemnitee, but for its defense costs as well. There is Pennsylvania authority indicating that such agreements, although typically in writing, may be oral, need not be signed if they are written, and may even be found to exist based solely upon a course of prior dealings between the parties. For example, in Westinghouse Electric Company x. Xxxxxx, Inc., 228 A.2d 656 (Pa. 1967), it was held that a contractor which proceeded with a project without a signed contract and based only upon an unsigned “purchase order” might conceivably be obligated to indemnify the party which hired him based upon evidence relating to the past conduct and course of dealings between the parties, where indemnification clauses had appeared in their previous contracts. ENFORCEABILITY AND STRICT CONSTRUCTION Generally speaking, indemnification agreements are enforceable in Pennsylvania. Although Pennsylvania has what is known as an anti-indemnification statute, it is very limited in its scope. The statute only invalidates agreements entered into by owners, contractors or suppliers under which architects, engineers, or surveyors are indemnified for damages or defense costs arising out of (1) their preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications, or (2) the giving or failing to give instructions or directions, provided that failure or giving of directions or instructions is the “primary cause” of the damage. 68 P.S. §491. Unlike some jurisdictions, there is no statutory prohibition with respect to indemnification agreements in connection with construction projects in general. Although considered contrary to public policy in some states, there is also no general prohibition against indemnification agreements calling for a party to be indemnified for its own acts of negligence under Pennsylvania law.
Contractual Indemnification. ACSI hereby agrees to indemnify the aforesaid member Christian school for certain Defense Costs arising out of specified academic opera- tions errors and employment practices liability under the terms as stated herein.
Contractual Indemnification. Indemnification and hold harmless provisions are often included in various documents.
Contractual Indemnification. The DRE agrees to contract with a specialty corporate indemnitor (“Liability Transfer Corp.”) to protect the States and PacifiCorp against any harm to persons, property, or the environment, or damages resulting from either Facilities Removal or Facility operation arising from, relating to, or triggered by actions associated with Facilities Removal, including but not limited to any damage caused by the release of any material or substance, including but not limited to hazardous substances that is not covered contractually or by insurance. Without limiting the generality of the foregoing, this liability protection must include protection from third-party diminution in value land or property claims to the extent not already covered by contractor(s) insurance or mitigation funding. The Parties agree that the approval of a Liability Transfer Corp. is not subject to theprovisions of Section 8.3 of this Settlement; provided, however, that the Parties further agree that the selection of a Liability Transfer Corp. will be subject to the approval of the States and PacifiCorp, in consultation with the Federal Parties, whose approval may not be unreasonably withheld. PacifiCorp and the States agree that, in the selection of a Liability Transfer Corp., thefollowing parameters constitute the minimum indicia of sufficiency:
Contractual Indemnification. (covering Tenant's obligation to indemnify Landlord as required under Article 17 hereof);
Contractual Indemnification. Other than with respect to Liabilities with respect to which indemnity payments are made pursuant to (a) and (b) above, each of the Majority Shareholders shall indemnify, defend and hold harmless the St. Joe Xxxemnitees from and against all Liabilities to which the St. Joe Xxxemnitees may become subject, arising from, relating to, or in the nature of any failure by it to comply with its representations, warranties, covenants or agreements in this Agreement.
Contractual Indemnification. Each of the parties hereto (the "Indemnifying Party") covenants and agrees to indemnify, defend and hold harmless the other party, its affiliates, and each of their respective officers, agents and employees, from and against any and all claims, demands, actions, damages, obligations, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of any covenant, representation or warranty made by such Indemnifying Party in this Agreement. The obligations to indemnify contained in this Agreement shall survive Closing and the consummation of the transactions contemplated by this Agreement.
Contractual Indemnification. The Company shall also have the power to contract with any individual Member, Director, Officer, employee or agent for any additional indemnification the Members determine to be appropriate.
Contractual Indemnification. You have entered into, or will enter into, a valid and enforceable contract with each subcontractor "engaged" by you.
