Harmless Clause Samples

Harmless. Seller and Purchaser hereby jointly and severally promise and agree to pay promptly on demand and to indemnify and hold harmless Escrow Holder from and against all costs, damages, judgments, attorneys’ fees, expenses, obligations and liabilities of every kind which in good faith are incurred or suffered by the Escrow Holder in connection with or arising out of the Escrow (it being expressly understood and agreed, however, that nothing in this Section 4 shall alter or impair the right of Seller or Purchaser to recover from the other any amount due from one to the other with respect to sums paid to Escrow Holder pursuant to this Section 4).

Harmless. Each Member acknowledges that the effectiveness of this Agreement depends on the 29 Manager exercising reasonable independent business judgment in good faith in reviewing and approving 30 or disapproving Members’ fishing plans, monitoring harvest of the Sector’s ACE, and enforcing the terms 1 and conditions of this Agreement. Each Member hereby waives and releases any and all claims against 2 the Manager arising out of or relating to Manager’s performance under this Agreement, other than 3 those arising solely from the gross negligence or willful misconduct by the Manager, as conclusively 4 determined by a court of final and competent jurisdiction. The Sector and the Members agree to jointly 5 and severally indemnify, defend and hold the Manager harmless from and against any third party claims, 6 damages, fines, penalties and liabilities of any kind whatsoever asserted against the Manager in 7 connection with the Manager’s performance under this Agreement, other than those arising out of gross 8 negligence or willful misconduct by the Manager.

Harmless. The Union agrees to save the Employer harmless from any action growing out of these deductions and commenced by any employee against the Employer and assumes full responsibility for the disposition of the funds so deducted once they have been turned over to the Financial Secretary of the Union.

Harmless. The District, its Board and each member of the Board, its officers, employees and agents shall not be liable for, and Contractor shall defend, indemnify and hold harmless the District, its Board and each member of the Board, its officers, employees and agents from and against any and all claims, demands, liability, judgments, awards, fines, mechanics' liens or other liens, labor disputes, losses, damages, injuries to property or persons (including death), expenses, charges or costs of any kind or character, including attorneys' fees and court costs (herein collectively referred to as "Claims") which arise out of or are in any way connected to the work covered by this Construction Services Agreement arising either directly or indirectly from any act, error, omission or negligence of the Contractor or its contractors, consultants, architects, engineers, licensees, agents, servants or employees, including, without limitation, Claims caused by the concurrent act, error, omission or negligence of the District or its agents or employees. However, the Contractor shall have no obligation to defend or indemnify the District from a Claim if it is determined by a court of competent jurisdiction that such Claim was caused by the active negligence, sole negligence, or willful misconduct of the District or its agents or employees.

Harmless. To the fullest extent allowed by law, Seller shall indemnify, defend, save and hold harmless, protect and exonerate Purchaser, ITS and the State, its Board Members, officers, employees, agents and representatives from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever, including without limitation, court costs, investigative fees and expenses, attorney fees and claims for damages arising out of or caused by Seller and/or its partners, principals, agents, employees or subcontractors in the performance of or failure to perform this Agreement.

Harmless. In consideration of the settlement amount, all Defendants, including individual defendants in both their official and individual capacities, and the Maine County Commissioners Association Self-Funded Risk Management Pool will be released from all liability for the class members’ claims for unlawful strip searches that were part of this lawsuit, including class members who do not file claims, except for any class members who requested exclusion, opted out, and filed a claim within the applicable statute of limitations. The parties have expressly agreed that the release of claims arising from the settlement includes all visual inspections, including without limitation visual body cavity inspections, that otherwise fall within the scope of the claims certified as a class action by the Court in this case. The parties further agree that their settlement does not release any other claims, such as those involving alleged or wrongful conduct such as wrongful arrest, excessive force, or searches that were not part of the intake procedure (such as strip searches after a lockdown).