Duty to Defend, Indemnify and Hold Harmless. Distributor agrees to indemnify, defend and hold harmless the Company, its officers, employees, agents and representatives from and against any and all claims, causes of action, damages, claims for damages, liability, loss, cost or expense, including reasonable attorneys' fees and expenses of litigation, arising out of or in any way related to performance of this Agreement by Distributor, except claims arising from the sole gross negligence of the Company. Without limiting the foregoing, Distributor agrees to indemnify, defend and hold harmless the Company, its officers, agents, employees and representatives from any and all such claims, including but not limited to claims for property damage, bodily injury, loss of consortium, emotional distress or death, whether sustained or alleged to have been sustained by Distributor's employees, the Company's employees or any other person or entity, and including but not limited to claims, injuries or damages caused or alleged to be caused in whole or in part by the negligence, gross negligence or willful act or omission of Distributor or anyone for whose acts Distributor may be liable or legally responsible. Distributor also agrees to indemnify, defend and hold harmless the Company, its officers, employees, agents and representatives from any and all such claims, whether or not they arise from or are alleged to be caused in part by the negligence or gross negligence of the Company, its agents, officers, employees, or representatives. However, Distributor shall not be obligated to indemnify the Company against any claim arising from the sole gross negligence of the Company. The foregoing indemnity, defense and hold harmless obligations shall apply to all such claims, losses or liabilities, whether such claims arise from Products acquired by Distributor from the Company prior to the execution of this Agreement or subsequent thereto.
Duty to Defend, Indemnify and Hold Harmless. To the fullest extent permitted by law, Construction Manager agrees to indemnify, defend and hold District entirely harmless from all liability arising out of:
Duty to Defend, Indemnify and Hold Harmless. To the maximum extent allowed by law, Xxxxxxx shall indemnify, defend and hold harmless the County and its officers, agents, and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this agreement by the Grantee and/or its agents, employees or sub- contractors, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by the County.
Duty to Defend, Indemnify and Hold Harmless. To the maximum extent allowed by law, Grantee shall indemnify, defend and hold harmless the County of Santa Xxxxx and its officers, agents, and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this agreement by the Grantee and/or its agents, employees or sub- contractors, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by the County.
Duty to Defend, Indemnify and Hold Harmless. THE GUARANTOR AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE STATE OF TEXAS, THE OFFICE, AND THEIR EMPLOYEES, AGENTS, OFFICERS, REPRESENTATIVES, CONTRACTORS, AND DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS OR SUITS WHATSOEVER, INCLUDING ANY RELATED COSTS, ATTORNEYS’ FEES, EXPENSES, AND ANY TAX LIABILITY, UNEMPLOYMENT INSURANCE AND WORKERS’ COMPENSATION THAT ARISES FROM ANY ACTS OR OMISSIONS OF THE GUARANTOR OR ANY OF ITS EMPLOYEES, OFFICERS, AGENTS, SUBCONTRACTORS, ASSIGNEES, AND ANY AFFILIATE OF THE GUARANTOR, RELATING TO THIS GUARANTEE AGREEMENT REGARDLESS OF WHETHER THE ACT OR OMISSION IS RELATED TO JOB CREATION OR OTHER PERFORMANCE MEASURE OR STATED PURPOSE OF THIS GUARANTEE AGREEMENT. IF THE OFFICE, THE STATE OF TEXAS, OR ITS EMPLOYEES, AGENTS, OFFICERS, REPRESENTATIVES, CONTRACTORS, OR DESIGNEES ARE NAMED DEFENDANTS IN ANY LAWSUIT ASSOCIATED WITH THIS GUARANTEE AGREEMENT, THE DEFENSE SHALL BE COORDINATED BY THE GUARANTOR WITH THE OFFICE AND THE OFFICE OF THE TEXAS ATTORNEY GENERAL. THE GUARANTOR MAY NOT AGREE TO ANY SETTLEMENT IN SUCH A MATTER WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE AND THE OFFICE OF THE TEXAS ATTORNEY GENERAL. THE GUARANTOR AND THE OFFICE AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMS.
Duty to Defend, Indemnify and Hold Harmless. MTS undertakes and agrees to defend, indemnify, and hold harmless the CITY and any and all of the CITY’s officers, agents, employees, assigns, and successors in interest from and against all suits and causes of actions, claims, loss, demands, expenses, including, but not limited to, attorneys’ fees and costs of litigation, damage or liability, or any nature whatsoever, for death or injury to any person, including MTS’s employees and agents, or damage or destruction to any property of either party hereto or third person in any manner arising by reason of or incident to the performance of this MOU on the part of MTS, except for active negligence of the CITY or any of the City’s officers, agents, contractors or employees, in which case the CITY shall hold MTS harmless and MTS shall have no obligation to defend and indemnify the CITY or its officers, agents, employees, assigns or successors for such active negligence.
Duty to Defend, Indemnify and Hold Harmless. To the maximum extent allowed by law, Recipient shall indemnify, defend and hold harmless the County and its officers, agents, and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this agreement by the Recipient and/or its agents, employees or sub-contractors, excepting only loss, injury, or damage caused by the sole negligence or willful misconduct of personnel employed by the County.
Duty to Defend, Indemnify and Hold Harmless. Company agrees to indemnify, defend and hold harmless the Supplier, its officers, employees, agents and representatives from and against any and all claims, causes of action, damages, claims for damages, liability, loss, cost or expense (“Claims”), including reasonable attorneys' fees and expenses of litigation, arising out of or related to Supplier’s manufacture of the Beverages, except Claims arising from the negligence or intentional misconduct of Supplier or Supplier’s breach of this Agreement. The foregoing indemnity, defense and hold harmless obligations shall apply to all such Claims, whether such Claims arise from Beverages acquired by Company from the Supplier prior to the execution of this Agreement or subsequent thereto. Supplier agrees to indemnify, defend and hold harmless the Company, its officers, employees, agents and representatives from and against any and all Claims, including reasonable attorneys' fees and expenses of litigation, arising out of or related to the negligence or intentional misconduct of Supplier.
Duty to Defend, Indemnify and Hold Harmless. Company agrees to indemnify, defend and hold harmless the Supplier, its officers, employees, agents and representatives from and against any and all claims, causes of action, damages, claims for damages, liability, loss, cost or expense, including reasonable attorneys' fees and expenses of litigation, arising out of or in any way related to performance of this Agreement, except claims arising from the sole gross negligence of the Company. The foregoing indemnity, defense and hold harmless obligations shall apply to all such claims, losses or liabilities, whether such claims arise from Products acquired by Company from the Supplier prior to the execution of this Agreement or subsequent thereto. Supplier shall indemnify the Company on all Products purchased from the Supplier provided that any product defect was not caused by negligence on behalf of the Company or its accounts and/or customers.
Duty to Defend, Indemnify and Hold Harmless. The Contractor agrees to defend, indemnify, and hold harmless CRPUD and each of its directors, officers, employees, agents, representatives, attorneys, insurers, and assigns from any and all claims, demands, actions, damages, losses, and expenses, including attorneys’ fees and costs of litigation, arising out of or relating to Contractor’s negligent acts or omissions associated with its performance under this Master Agreement, the Statement of Work and its proposal, including those brought by employees or subcontractors of Contractor. In addition, whenever any liability is incurred by either Party for damages or injury arising out of, or relating to, this Master Agreement or the Statement of Work, the liability for such damages, as between the Parties, shall be as follows:
