Common use of Hold Harmless and Indemnification Clause in Contracts

Hold Harmless and Indemnification. By execution of the IRA Adoption Agreement the Account Holder or designated beneficiary(ies) agrees (to the extent not prohibited by federal or state law) to fully release, indemnify, hold harmless and defend the Custodian, including its’ affiliated officers, directors, employees, successors and assigns, from any liability incurred by or asserted against the Custodian by reason of any disbursement, sale or investment made or actions taken by the Custodian in its’ role in carrying out the Account Holder’s (including his or her Authorized Agent) instructions, and from any and all other actions, claims, losses and expenses, including legal expenses and attorney’s fees, (collectively “Damages”) whatsoever which may arise in connection with the Account and/or this Agreement, including, without limitation, claims asserted by Account Xxxxxx, except Damages arising from the gross negligence or willful misconduct of the Custodian. In no event will the Custodian be liable for consequential or punitive damages, regardless of whether such liability is based on breach of contract or tort or otherwise. The Custodian shall not be responsible for any taxes, penalties, judgments, investment losses, or expenses incurred by the Account. Upon demand the Account Holder agrees to reimburse or advance to the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred or to be incurred in connection with the defense, contest, prosecution or satisfaction of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory organization. If the Account Holder does not reimbursement or advance funds to the Custodian, the Account Xxxxxx agrees that the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such costs.

Hold Harmless and Indemnification. By execution of the IRA Adoption Agreement the Account Holder or designated beneficiary(ies) BROKER agrees (to indemnify, hold harmless, and defend to the fullest extent permitted by law SBBC, its members, elected officials, officers, agents or employees from any and all claims, judgments, costs, and expenses including, but not prohibited limited to, reasonable attorney's fees, reasonable investigative and discovery costs, court costs, and all other sums which SBBC, its members, officers, or employees may pay or may be incurred by federal SBBC, or state law) become obligated to fully releasepay on account of any, indemnifyall, and every claim, demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have arisen out of acts or omissions of BROKER, its agents, servants or employees, products, goods, or services furnished by BROKER, its agents, servants or employees; the equipment of BROKER, its agents, servants, or employees while such equipment is on premises owned or controlled by SBBC; or the negligence or other culpability of BROKER or the negligence or other culpability of BROKER's agents when acting within the scope of their employment, whether such claims, judgments, costs, and expenses be for damages, damage to property including SBBC's property, and injury or death of any person whether employed by BROKER, SBBC or otherwise. BROKER agrees that BROKER's obligation to hold harmless and defend the Custodianan indemnitee under Section 4.5 with respect to a claim, including its’ affiliated officersjudgment, directorscost, or expense resulting from bodily injury, personal injury, or damage to tangible property, caused in whole or in part by BROKER, its agents, servants or employees, successors shall apply whether or not the claim, judgment, cost, or expense is due to or caused in part by the negligence or other culpability of the indemnitee, excluding only the sole negligence or other sole culpability of the indemnitee. Any remedy provided to an indemnitee by this Section 4.5 shall be in addition to and assigns, from any liability incurred by or asserted against the Custodian by reason not in lieu of any disbursement, sale or investment made or actions taken by other remedy available to the Custodian in its’ role in carrying out the Account Holder’s (including his or her Authorized Agent) instructions, and from any and all other actions, claims, losses and expenses, including legal expenses and attorney’s fees, (collectively “Damages”) whatsoever which may arise in connection with the Account and/or indemnitee under this Agreement, including, without limitation, claims asserted by Account Xxxxxx, except Damages arising from the gross negligence or willful misconduct of the Custodian. In no event will the Custodian be liable for consequential or punitive damages, regardless of whether such liability is based on breach of contract or tort Agreement or otherwise. The Custodian shall not be responsible for any taxes, penalties, judgments, investment losses, or expenses incurred by the Account. Upon demand the Account Holder agrees to reimburse or advance to the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred or to be incurred in connection with the defense, contest, prosecution or satisfaction of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory organization. If the Account Holder does not reimbursement or advance funds to the Custodian, the Account Xxxxxx agrees that the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such costs.

Hold Harmless and Indemnification. By execution Landlord shall not be liable for any loss, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person whosoever may at any time be using or occupying or visiting the Premises or be in, on, or about the same, whether such loss, injury, death or damage shall be caused by any other matter or thing whether of the IRA Adoption Agreement same kind as or of a different kind than the Account Holder matters or designated beneficiary(ies) agrees (things above set forth, and Tenant shall indemnify Landlord against all claims, liability, loss or damage whatsoever on account of any such loss injury, death or damage. Tenant hereby waives all claims against Landlord for damages to the extent Building and Related Improvements that are now on or hereafter placed or built on the property and to the property of Tenant in, on or about the Premises, and for injuries to persons or property in or about the Premises, from any cause arising at any time. The two preceding sentences shall not prohibited apply to Landlord for loss, injury, death or damage arising by federal reason of negligence or state law) the willful misconduct of Landlord, its agents, employees or contractors or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to fully releasebe performed pursuant to the terms of this Lease. If any action or proceeding is brought against Landlord by any person alleging an injury or loss for which the Tenant is liable hereunder, indemnifyTenant shall, hold upon notice from Landlord, defend, at its expense, such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant agrees to indemnify and save Landlord harmless against any and defend the Custodianall claims, demands, damages, costs and expenses, including its’ affiliated officersreasonable attorney's fees for the defense thereof, directorsarising from the conduct or management of the activities conducted by Tenant in the Premises or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any act of negligence of Tenant, its agents, contractors, servants, employees, successors sublessees, concessionaires or licensees, in or about the Premises and assignsthe sidewalks and parking areas adjoining the same, from provided that the same arises out of facts and circumstances occurring on or after the date on which Tenant first occupies the Premises. In case of any liability incurred by action or asserted preceding brought against the Custodian Landlord by reason of any disbursementsuch claim, sale upon notice from landlord, Tenant covenants to defend such action or investment made proceeding by counsel reasonably satisfactory to Landlord. Landlord shall not be liable and Tenant waives all claims for damage to person or actions taken property sustained by Tenant or Tenant's employee's, agents, servants, invitees and customers resulting from the Custodian in its’ role in carrying Building or any equipment or appurtenances thereunto appertaining becoming out the Account Holder’s (including his of repair, or her Authorized Agent) instructions, and resulting from any and all other actionsaccident in or about the Premises. The preceding three sentences shall not apply to Landlord for any claim, claimsloss, losses and expensesinjury, including legal expenses and attorney’s feesdeath, (collectively “Damages”) whatsoever which may arise in connection with the Account and/or this Agreement, including, without limitation, claims asserted by Account Xxxxxx, except Damages or damage arising from the gross negligence or willful misconduct of Landlord, its agents or employees of from any breach or default on the Custodian. In no event will part of Landlord in the Custodian performance of any covenant or agreement on the part of Landlord to be liable for consequential or punitive damages, regardless of whether such liability is based on breach of contract or tort or otherwise. The Custodian shall not be responsible for any taxes, penalties, judgments, investment losses, or expenses incurred by the Account. Upon demand the Account Holder agrees to reimburse or advance performed pursuant to the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred or to be incurred in connection with the defense, contest, prosecution or satisfaction terms of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory organization. If the Account Holder does not reimbursement or advance funds to the Custodian, the Account Xxxxxx agrees that the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such coststhis Lease.

Hold Harmless and Indemnification. By execution In the event a claim is made against the CITY, its officers, other officials, agents and employees or any of them, or if the CITY is made a party-defendant in any proceedings arising out of or in connection with this AGREEMENT, the OWNER shall, except for negligent acts or omissions of the IRA Adoption Agreement CITY, its officers, agents and employees or any of them, defend and hold the Account Holder or designated beneficiary(ies) agrees (to the extent not prohibited by federal or state law) to fully releaseCITY and such officers, indemnifyother officials, hold agents and employees harmless and defend the Custodianfrom all claims, liabilities, losses, taxes, judgments, costs, fees, including its’ affiliated expenses and reasonable attorney fees, in connection therewith in excess of the proceeds of any insurance or indemnification held by the CITY and actually received. Any such indemnified person may obtain separate counsel at his own expense. However, if the Code of Professional Responsibility requires such indemnified person to be separately defended where there is no consent to a conflict of interest, then OWNER shall bear such expense. The CITY and such officers, directorsother officials, employeesagents and employees shall reasonably cooperate in the defense of such proceedings and be available for any litigation related appearances which may be required. Further, successors and assigns, from any liability incurred by or asserted against the Custodian by reason of any disbursement, sale or investment made or actions taken by the Custodian in its’ role in carrying out the Account Holder’s (including his or her Authorized Agent) instructions, and from OWNER shall be entitled to settle any and all claims for money, in such amounts and upon such terms as to payment as it may deem appropriate, without the prior approval or consent of the CITY, its officers, other actionsofficials, claimsagents and employees as the case may be. Further, losses OWNER may be entitled to settle all non-monetary claims upon such terms as it may deem appropriate after receiving approval or consent of the CITY, which approval or consent shall not be unreasonably withheld. In the event CITY unreasonably withholds such approval or consent, OWNER'S obligation to indemnify and expensesdefend shall terminate. The OWNER releases from and agrees that the CITY, its officers, other officials, agents and employees shall not be liable for any liability, losses, judgments, costs, fees, including legal reasonable attorneys' fees and expenses and attorney’s fees, (collectively “Damages”) whatsoever which may arise arising out of or in connection with the Account and/or this AgreementCITY'S failure to approve final plans, includingprovided, without limitationhowever, claims asserted by Account Xxxxxx, except Damages arising from the gross negligence or willful misconduct of the Custodian. In no event will the Custodian be liable for consequential or punitive damages, regardless of whether such liability is based on breach of contract or tort or otherwise. The Custodian shall not be responsible for any taxes, penalties, judgments, investment losses, or expenses incurred by the Account. Upon demand the Account Holder agrees to reimburse or advance to the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred or to be incurred in connection with the defense, contest, prosecution or satisfaction of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory organization. If the Account Holder OWNER does not relinquish his right to receive the reimbursement provided for herein and to such extent the OWNER retains the right to legal or advance funds to equitable action against the CustodianCITY for declaratory judgment, the Account Xxxxxx agrees that the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such costsinjunctive relief and mandamus.

Hold Harmless and Indemnification. By execution of This agreement shall not constitute nor be considered a partnership, joint venture, or agency relationship between the IRA Adoption Agreement Exhibition Sponsor, Exhibit Management, CCSA, Exhibitor and the Account Holder or designated beneficiary(ies) San Diego Convention Center. Exhibitor hereby agrees (to the extent not prohibited by federal or state law) to fully release, indemnify, hold harmless and defend the CustodianExhibition Sponsor, including its’ affiliated Exhibit Management, CCSA and the San Diego Convention Center, and their respective officers, directors, employees, successors and assigns, employees (Indemnities) from any liability incurred by or asserted and against the Custodian by reason of any disbursement, sale or investment made or actions taken by the Custodian in its’ role in carrying out the Account Holder’s (including his or her Authorized Agent) instructions, and from any and all other actionsliability, claimsresponsibility, losses and expensesloss, damage, cost, or expense of any kind whatsoever as they arise (including legal expenses but not limited to court costs, interest and attorney’s fees) which the Indemnities may incur, (collectively “Damages”) whatsoever which may suffer, be part to, or be required to pay, incident to or arising directly or indirectly from any intentional or negligent act or omission or breach of these terms, conditions, and rules, or violation of any ordinance or statute by Exhibitor or any of its employees or agents. The Exhibitor assumes full responsibility and liability for the actions of its agents, employees, and independent contractors, whether acting within or without the scope of their authority, and agrees to indemnify, hold harmless, and defend the Indemnities as expenses arise, from responsibility or liability resulting directly or indirectly, or jointly, from other causes that arise in connection with the Account and/or this Agreement, including, without limitation, claims asserted by Account Xxxxxx, except Damages arising from the gross negligence or willful misconduct because of the Custodianacts or omission of its agents, employees, or independent contractors whether acting within or without the scope of their authority. In no event will Exhibition Sponsor and Exhibit Management hereby each agree to indemnify, hold harmless and defend the Custodian Exhibitor and its respective officers, directors, and employees (Indemnities) from and against any and all liability, responsibility, loss, damage, cost, or expense of any kind whatsoever as they arise (including but not limited to court costs interest and attorney’s fees) which the Indemnities may incur, suffer, be liable for consequential part to, or punitive damagesbe required to pay, regardless of whether such liability is based on incident to or arising directly or indirectly from any intentional or negligent act or omission or breach of contract or tort or otherwise. The Custodian shall not be responsible for any taxesthese terms, penaltiesconditions, judgments, investment lossesand rules, or expenses incurred violation of any ordinance or statute by Exhibition Sponsor and/or Exhibit Management or any of their employees, or agents. Exhibition Sponsor and Exhibit Management assumes full responsibility and liability for the Account. Upon demand actions of their agents, employees, and independent contractors, whether acting within or without the Account Holder scope of their authority, and agrees to reimburse indemnify, hold harmless, and defend the Indemnities as expenses arise, from responsibility or advance to the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred liability resulting directly or to be incurred in connection with the defense, contest, prosecution or satisfaction of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authorityindirectly, or self‐regulatory organization. If jointly, from other causes that arise because of the Account Holder does not reimbursement acts or advance funds to omission of their agents, employees, or independent contractors whether acting within or without the Custodian, the Account Xxxxxx agrees that the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such costsscope of their authority.

Hold Harmless and Indemnification. By execution of Park District assumes no liability for injury to persons or damage to personal property occurring on the IRA Adoption Agreement the Account Holder or designated beneficiary(ies) agrees (to the extent not prohibited by federal or state law) to fully release, indemnify, Licensed Premises. Detweiller BMX shall indemnify and hold harmless the Park District and defend the Custodian, including its’ affiliated its officers, directorsofficials, employees, successors volunteers and assignsagents from and against all claims, from any liability incurred by or asserted against the Custodian by reason of any disbursement, sale or investment made or actions taken by the Custodian in its’ role in carrying out the Account Holder’s (including his or her Authorized Agent) instructions, and from any and all other actions, claimsdamages, losses and expenses, including but not limited to legal expenses and fees (attorney’s feesand paralegals’ fees and court costs), (collectively “Damages”) whatsoever which may arise in connection with the Account and/or this Agreement, including, without limitation, claims asserted by Account Xxxxxx, except Damages arising from or in any way connected with (i) the gross negligence conduct or willful misconduct management of the CustodianPremises or of any business or activityy therein, or any work or thing whatsoever done, or condition created in or about the Premises during the term of this License; (ii) any act, omission wrongful act or negligence of Detweiller BMX or any of D e t w e i l l e r B M X ’s or USA BMX’s members, guests, invitees or licensees (if applicable), or the partners, directors, officers, agents, employees, invitees or contractors of Detweiller BMX or Detweiller BMX’s members, guests, invitees or licensees; (iii) any accident, injury or damage whatsoever occurring in or at the Premises. In no event will the Custodian be liable for consequential or punitive damages, regardless of whether such liability is based on breach of contract or tort or otherwise. The Custodian Such obligation shall not be responsible for any taxesconstrued to negate, penalties, judgments, investment lossesabridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Paragraph. Detweiller BMX shall similarly protect, indemnify and hold and save harmless the Park District, its officers, officials, employees, volunteers and agents against and from any and all claims, costs, causes, actions and expenses incurred by the Account. Upon demand the Account Holder agrees including but not limited to reimburse or advance to the Custodian all legal fees, expensesincurred by reason of Detweiller BMX’s breach of any of its obligations under, or Detweiller BMX’s default of, any provision of this Agreement. However, Detweiller BMX shall not indemnify the Park District against actions, costs, finesexpenses, penalties damages and obligations incurred or to be incurred in connection with the defense, contest, prosecution or satisfaction of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory organization. If the Account Holder does not reimbursement or advance funds liabilities to the Custodian, extent attributable to the Account Xxxxxx agrees that negligent or wrongful acts or omissions of the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such costsPark District.

Hold Harmless and Indemnification. By execution To the fullest extent permitted by law, the Contractor and its subcontractors shall defend (with counsel of the IRA Adoption Agreement the Account Holder or designated beneficiary(iesDistrict’s choosing) agrees (to the extent not prohibited by federal or state law) to fully release, indemnify, and hold harmless and defend the CustodianDistrict, including its’ affiliated its Board of Trustees, officers, directorsagents, employees, successors and assignsvolunteers, from any liability incurred by or asserted against the Custodian by reason of any disbursementDistrict’s project inspector, sale or investment made or actions taken by the Custodian in its’ role in carrying out the Account Holder’s (including his or her Authorized Agent) instructionsconstruction manager, architect, design professionals, consultants, and each of their respective employees, agents, and representatives (hereinafter collectively referred to as “Indemnified Parties”) from and against any and all other actions, claims, losses liabilities, damages, losses, consequential losses, costs and expenses, including legal expenses and attorney’s fees and expert witness’ fees, injuries/illnesses (collectively “Damages”including COVID-19) whatsoever which may arise to, or death of persons, damages to property, and theft or loss of property as a result of the Contractor and/or its subcontractors’ gross negligence, willful misconduct, in connection with either of Contractor and/or its subcontractors’ performance or non-performance of Work hereunder. The Contractors and its subcontractors’ obligations hereunder shall survive termination of the Account Contract and/or completion of the Work, and shall be incorporated into and made a part of the obligations of the Surety issuing the Performance Bond. The Parties understand and agree that the Hold Harmless and Indemnification provision as stated herein, shall be the sole indemnity, governing this AgreementContract. Any attempt to limit the Contractor and/or its subcontractors’ liability to the District or any other indemnity that may be attached to this Contract as an exhibit shall be void and unenforceable between the Parties. The Contractor and its subcontractors’ indemnity, includingdefense and hold harmless obligations set forth herein are not limited by availability of insurance coverage or insurance policy limits. The Contractor and its subcontractor’s defense, without limitationindemnity, claims asserted by Account Xxxxxxand hold harmless obligations set forth herein shall not apply against losses, except Damages liabilities for bodily injuries/illnesses, damages to property, or any other losses, damages or expenses arising from the gross sole and active negligence or willful misconduct of the Custodian. In no event will the Custodian be liable for consequential or punitive damages, regardless of whether such liability is based on breach of contract or tort or otherwise. The Custodian shall not be responsible for any taxes, penalties, judgments, investment losses, or expenses incurred by the Account. Upon demand the Account Holder agrees to reimburse or advance to the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred or to be incurred in connection with the defense, contest, prosecution or satisfaction of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory organization. If the Account Holder does not reimbursement or advance funds to the Custodian, the Account Xxxxxx agrees that the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such costsDistrict.

Hold Harmless and Indemnification. By execution of the IRA Adoption Agreement the Account Holder or designated beneficiary(ies) agrees (to the extent not prohibited by federal or state law) to fully release, indemnifyThe Provider shall defend, hold harmless and defend indemnify the CustodianEmployer, including its’ affiliated its Governing Board, its officers, directorsand employees (hereinafter ”Indemnified Parties”) from every claim, employeesobligation, successors demand and assignslawsuit, from any liability incurred by which may arise out of, be connected with or asserted against the Custodian made by reason of any disbursementthe employees of the Employer purchase of Provider’s annuity policies and/or custodial accounts, sale Provider’s non-compliance with applicable rules and regulations including incorrect administration of such annuity policies and/or custodial accounts, actions or investment made or actions inactions taken by the Custodian in its’ role in carrying out the Account HolderProvider’s (including his or her Authorized Agent) instructionsemployees, and from agents and/or representatives. Provider shall satisfy any and all other actions, claims, losses and expensesjudgment rendered or settlement against any of the Indemnified Parties, including legal expenses and attorney’s attorney fees, (collectively “Damages”) whatsoever which may arise except for the liability resulting from the gross negligence, willful misconduct, actual fraud or criminal conduct of any Indemnified Parties. Employer, its Governing Board, and Officers shall not be held responsible, in connection with any event, regarding any claim or direction given to the Account Provider by Participants, including but not limited to, account investment direction, loan, distribution or hardship withdrawal request. Employer shall notify Provider within a reasonable amount of time on the receipt of any such claim, demand or suit. No Endorsement of Provider. Provider hereby acknowledges that no endorsement or recommendation, written or otherwise implied, is made of the Provider, its products, agents and/or representatives. Provider, its agents and/or representatives shall make no representations to the contrary. By executing this Agreement, including, without limitation, claims asserted by Account Xxxxxx, except Damages arising from Providers name shall be placed on a list of like Providers that have executed such Agreement with the gross negligence or willful misconduct of Employer. Such list may be referred to as the Custodian. In no event will the Custodian be liable for consequential or punitive damages, regardless of whether such liability is based on breach of contract or tort or otherwise“Approved Provider List”. The Custodian term “Approved,” in reference to the “Approved Provider List” shall not be responsible for signify that the Employer approved, endorsed or is making a recommendation of any taxes, penalties, judgments, investment losses, product or expenses incurred service offered by the AccountProvider. Upon demand The term “Approved” in this context shall only represent that the Account Holder agrees to reimburse or advance to Provider executed this Agreement and that the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred or to be incurred Provider is in connection good standing with the defense, contest, prosecution or satisfaction of any claim made, threatened or asserted pertaining to any investment or action Employer at the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory organization. If the Account Holder does not reimbursement or advance funds to the Custodian, the Account Xxxxxx agrees that the Custodian may deduct time such amounts from the Account or commence collection efforts to recovery such costslist is published.

Hold Harmless and Indemnification. By execution of SUBRECIPIENT covenants and agrees for itself, its successors and assigns and every successor in SUBRECIPIENT’s interest in the IRA Adoption Agreement the Account Holder PROPERTY or designated beneficiary(ies) agrees (to the extent not prohibited by federal or state law) to fully releaseany part thereof, indemnifythat SUBRECIPIENT, hold harmless and defend the Custodian, including its’ affiliated officers, directors, employees, its successors and assigns, shall indemnify and hold harmless the COUNTY and its Agencies, Districts, Special Districts and Departments, their respective directors, officers, Board of Supervisors, elected and appointed officials, employees, agents and representatives (individually and collectively hereinafter referred to as Indemnitees) from any liability, action, claim, or damage whatsoever, based or asserted upon any acts, omissions and/or services of SUBRECIPIENT (or its successors and assigns), its officers, employees, subcontractors, agents, or representatives arising out of or in any way relating to the SUBRECIPIENT AGREEMENT or this COVENANT AGREEMENT, including but not limited to property damage, bodily injury, or death, or any other element of any kind or nature. SUBRECIPIENT, and its successors and assigns, shall defend, at its sole expense, including all costs and fees ( including, but not limited to, attorney fees, cost of investigation, defense and settlements or awards), the Indemnitees in any claim or action based upon such alleged acts, omissions, or services. With respect to any action or claim subject to indemnification herein by SUBRECIPIENT, and its successors and assigns, SUBRECIPIENT, and its successors and assigns, shall, its sole cost, have the right to use counsel of its own choice and shall have the right to adjust, settle, or compromise any such action or claim without the prior consent of COUNTY; provided, however, that any such adjustment, settlement or compromise in no manner whatsoever limits or circumscribes SUBRECIPIENT’s, its successors’ and assigns’, indemnification to Indemnitees as set forth herein. SUBRECIPIENT’s, its successors’ and assigns’, obligation hereunder shall be satisfied when SUBRECIPIENT, and its successors and assigns, have provided to COUNTY the appropriate form of dismissal relieving COUNTY from any liability incurred by for the action or asserted against the Custodian by reason of any disbursement, sale or investment made or actions taken by the Custodian in its’ role in carrying out the Account Holder’s (including his or her Authorized Agent) instructions, and from any and all other actions, claims, losses and expenses, including legal expenses and attorney’s fees, (collectively “Damages”) whatsoever which may arise in connection with the Account and/or this Agreement, including, without limitation, claims asserted by Account Xxxxxx, except Damages arising from the gross negligence or willful misconduct of the Custodian. In no event will the Custodian be liable for consequential or punitive damages, regardless of whether such liability is based on breach of contract or tort or otherwiseclaim involved. The Custodian specified insurance limits required in this COVENANT AGREEMENT shall not be responsible for any taxesin no way limit or circumscribe SUBRECIPIENT’s, penalties, judgments, investment losses, or expenses incurred by its successors’ and assigns’ obligations to indemnify and hold harmless the AccountIndemnitees herein from third party claims. Upon demand The indemnification and hold harmless obligations set forth herein shall survive the Account Holder agrees to reimburse or advance to the Custodian all legal fees, expenses, costs, fines, penalties termination and obligations incurred or to be incurred in connection with the defense, contest, prosecution or satisfaction expiration of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory organization. If the Account Holder does not reimbursement or advance funds to the Custodian, the Account Xxxxxx agrees that the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such coststhis COVENANT AGREEMENT.

Hold Harmless and Indemnification. By execution To the fullest extent permitted by law, the Contractor shall defend (with counsel of the IRA Adoption Agreement the Account Holder or designated beneficiary(ies) agrees (to the extent not prohibited by federal or state law) to fully releaseDistrict’s choosing), indemnify, and hold harmless and defend the CustodianDistrict, including its’ affiliated its Board of Trustees, officers, directorsagents, employees, successors and assigns, from any liability incurred by or asserted against the Custodian by reason of any disbursement, sale or investment made or actions taken by the Custodian in its’ role in carrying out the Account Holder’s (including his or her Authorized Agent) instructionsrepresentatives, and volunteers (collectively “Indemnified Parties”) from any and all other actions, claims, losses and demands, causes of action, costs, expenses, liabilities, losses, in law or equity, property damage, personal injury, damages or injuries/illnesses (including legal expenses COVID-19) of any kind, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, equipment failure and/or malfunction, faulty installation, errors or omissions, negligence, recklessness or willful misconduct of Contractor, its officials, officers, agents, employees, representatives, subcontractor, or volunteers, in connection with the performance or non-performance of Contractor installed/provided equipment/materials and the Contractor’s Services of this Agreement or obligations hereunder, including without limitation the payment of all consequential damages, expert witness fees, attorney’s fees, (collectively “Damages”) whatsoever which may arise and other related costs and expenses. In the event any article sold and delivered hereunder is covered by any patent, copyright, or application thereof, Contractor shall defend, indemnify, and hold harmless South Orange County Community College District, its Board of Trustees, officers, agents, employees, representatives, and volunteers from any and all losses, costs or expenses resulting from claims, suits or judgments rendered for violation of rights under such patents, copyright, or application. Contractor shall reimburse the District, its Board of Trustees, officers, agents, employees, representatives, and/or volunteers for all legal expenses and costs incurred by each of them in connection with therewith or in enforcing the Account and/or this Agreementindemnity provided herein. This hold harmless and indemnification includes, includingbut is not limited to, without limitationcompensatory damages, claims asserted by Account Xxxxxxregulatory fines, except Damages arising from the gross negligence or willful misconduct of the Custodianpenalties, and extra-contractual liability. In no event will shall the Custodian District, its Board of Trustees, officers, agents, employees, representatives, and/or volunteers be liable for consequential any loss of Contractor’s business, revenues or profits, or special, consequential, incidental, indirect or punitive damages, regardless of whether such liability is based on breach of contract or tort or otherwise. The Custodian shall not be responsible for any taxes, penalties, judgments, investment losses, or expenses incurred by the Account. Upon demand the Account Holder agrees to reimburse or advance to the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred or to be incurred in connection with the defense, contest, prosecution or satisfaction damages of any claim madenature, threatened or asserted pertaining to any investment or action even if the Account Holder District its Board of Trustees, officers, agents, employees, representatives, and/or his or her Authorized Agent directed through volunteers have been advised in advance of the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory organization. If the Account Holder does not reimbursement or advance funds to the Custodian, the Account Xxxxxx agrees that the Custodian may deduct possibility of such amounts from the Account or commence collection efforts to recovery such costsdamages.

Hold Harmless and Indemnification. By execution of the IRA XXX Adoption Agreement the Account Holder or designated beneficiary(ies) agrees (to the extent not prohibited by federal or state law) to fully release, indemnify, hold harmless and defend the Custodian, including its’ affiliated officers, directors, employees, successors and assigns, from any liability incurred by or asserted against the Custodian by reason of any disbursement, sale or investment made or actions taken by the Custodian in its’ role in carrying out the Account Holder’s (including his or her Authorized Agent) instructions, and from any and all other actions, claims, losses and expenses, including legal expenses and attorney’s fees, (collectively “Damages”) whatsoever which may arise in connection with the Account and/or this Agreement, including, without limitation, claims asserted by Account XxxxxxHolder, except Damages arising from the gross negligence or willful misconduct of the Custodian. In no event will the Custodian be liable for consequential or punitive damages, regardless of whether such liability is based on breach of contract or tort or otherwise. The Custodian shall not be responsible for any taxes, penalties, judgments, investment losses, or expenses incurred by the Account. Upon demand the Account Holder agrees to reimburse or advance to the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred or to be incurred in connection with the defense, contest, prosecution or satisfaction of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory self-regulatory organization. If the Account Holder does not reimbursement or advance funds to the Custodian, the Account Xxxxxx Holder agrees that the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such costs.

Hold Harmless and Indemnification. By execution of This agreement shall not constitute nor be considered a partnership, joint venture, or agency relationship between the IRA Adoption Agreement Exhibition Sponsor, Exhibit Management, CCSA, Exhibitor and the Account Holder or designated beneficiary(ies) Sacramento Convention Center. Exhibitor hereby agrees (to the extent not prohibited by federal or state law) to fully release, indemnify, hold harmless and defend the CustodianExhibition Sponsor, including its’ affiliated Exhibit Management, CCSA and the Sacramento Convention Center, and their respective officers, directors, employees, successors and assigns, employees (Indemnities) from any liability incurred by or asserted and against the Custodian by reason of any disbursement, sale or investment made or actions taken by the Custodian in its’ role in carrying out the Account Holder’s (including his or her Authorized Agent) instructions, and from any and all other actionsliability, claimsresponsibility, losses and expensesloss, damage, cost, or expense of any kind whatsoever as they arise (including legal expenses but not limited to court costs, interest and attorney’s fees) which the Indemnities may incur, (collectively “Damages”) whatsoever which may suffer, be part to, or be required to pay, incident to or arising directly or indirectly from any intentional or negligent act or omission or breach of these terms, conditions, and rules, or violation of any ordinance or statute by Exhibitor or any of its employees or agents. The Exhibitor assumes full responsibility and liability for the actions of its agents, employees, and independent contractors, whether acting within or without the scope of their authority, and agrees to indemnify, hold harmless, and defend the Indemnities as expenses arise, from responsibility or liability resulting directly or indirectly, or jointly, from other causes that arise in connection with the Account and/or this Agreement, including, without limitation, claims asserted by Account Xxxxxx, except Damages arising from the gross negligence or willful misconduct because of the Custodianacts or omission of its agents, employees, or independent contractors whether acting within or without the scope of their authority. In no event will Exhibition Sponsor and Exhibit Management hereby each agree to indemnify, hold harmless and defend the Custodian Exhibitor and its respective officers, directors, and employees (Indemnities) from and against any and all liability, responsibility, loss, damage, cost, or expense of any kind whatsoever as they arise (including but not limited to court costs interest and attorney’s fees) which the Indemnities may incur, suffer, be liable for consequential part to, or punitive damagesbe required to pay, regardless of whether such liability is based on incident to or arising directly or indirectly from any intentional or negligent act or omission or breach of contract or tort or otherwise. The Custodian shall not be responsible for any taxesthese terms, penaltiesconditions, judgments, investment lossesand rules, or expenses incurred violation of any ordinance or statute by Exhibition Sponsor and/or Exhibit Management or any of their employees, or agents. Exhibition Sponsor and Exhibit Management assumes full responsibility and liability for the Account. Upon demand actions of their agents, employees, and independent contractors, whether acting within or without the Account Holder scope of their authority, and agrees to reimburse indemnify, hold harmless, and defend the Indemnities as expenses arise, from responsibility or advance to the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred liability resulting directly or to be incurred in connection with the defense, contest, prosecution or satisfaction of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authorityindirectly, or self‐regulatory organization. If jointly, from other causes that arise because of the Account Holder does not reimbursement acts or advance funds to omission of their agents, employees, or independent contractors whether acting within or without the Custodian, the Account Xxxxxx agrees that the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such costsscope of their authority.

Hold Harmless and Indemnification. By execution Landlord shall not be liable for any loss, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person whosoever may at any time be using or occupying or visiting the Premises or be in, on, or about the same, whether such loss, injury, death or damage shall be caused by any other matter or thing whether of the IRA Adoption Agreement same kind as or of a different kind than the Account Holder matters or designated beneficiary(ies) agrees (things above set forth, and Tenant shall indemnify Landlord against all claims, liability, loss or damage whatsoever on account of any such loss injury, death or damage. Tenant hereby waives all claims against Landlord for damages to the extent Building and Related Improvements that are now on or hereafter placed or built on the property and to the property of Tenant in, on or about the Premises, and for injuries to persons or property in or about the Premises, from any cause arising at any time. The two preceding sentences shall not prohibited apply to Landlord for loss, injury, death or damage arising by federal reason of negligence or state law) the willful misconduct of Landlord, its agents, employees or contractors or from any breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to fully releasebe performed pursuant to the terms of this Lease. If any action or proceeding is brought against Landlord by any person alleging an injury or loss for which the Tenant is liable hereunder, indemnifyTenant shall, hold upon notice from Landlord, defend, at its expense, such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant agrees to indemnify and save Landlord harmless against any and defend the Custodianall claims, demands, damages, costs and expenses, including its’ affiliated officersreasonable attorney’s fees for the defense thereof, directorsarising from the conduct or management of the activities conducted by Tenant in the Premises or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any act of negligence of Tenant, its agents, contractors, servants, employees, successors sublessees, concessionaires or licensees, in or about the Premises and assignsthe sidewalks and parking areas adjoining the same, from provided that the same arises out of facts and circumstances occurring on or after the date on which Tenant first occupies the Premises. In case of any liability incurred by action or asserted preceding brought against the Custodian Landlord by reason of any disbursementsuch claim, sale upon notice from landlord, Tenant covenants to defend such action or investment made proceeding by counsel reasonably satisfactory to Landlord. Landlord shall not be liable and Tenant waives all claims for damage to person or actions taken property sustained by Tenant or Tenant’s employee’s, agents, servants, invitees and customers resulting from the Custodian in its’ role in carrying Building or any equipment or appurtenances thereunto appertaining becoming out the Account Holder’s (including his of repair, or her Authorized Agent) instructions, and resulting from any and all other actionsaccident in or about the Premises. The preceding three sentences shall not apply to Landlord for any claim, claimsloss, losses and expensesinjury, including legal expenses and attorney’s feesdeath, (collectively “Damages”) whatsoever which may arise in connection with the Account and/or this Agreement, including, without limitation, claims asserted by Account Xxxxxx, except Damages or damage arising from the gross negligence or willful misconduct of Landlord, its agents or employees of from any breach or default on the Custodian. In no event will part of Landlord in the Custodian performance of any covenant or agreement on the part of Landlord to be liable for consequential or punitive damages, regardless of whether such liability is based on breach of contract or tort or otherwise. The Custodian shall not be responsible for any taxes, penalties, judgments, investment losses, or expenses incurred by the Account. Upon demand the Account Holder agrees to reimburse or advance performed pursuant to the Custodian all legal fees, expenses, costs, fines, penalties and obligations incurred or to be incurred in connection with the defense, contest, prosecution or satisfaction terms of any claim made, threatened or asserted pertaining to any investment or action the Account Holder and/or his or her Authorized Agent directed through the Custodian, including, without limitation, claims asserted by the Account Holder, his or her Authorized Agent, any state or federal regulatory authority, or self‐regulatory organization. If the Account Holder does not reimbursement or advance funds to the Custodian, the Account Xxxxxx agrees that the Custodian may deduct such amounts from the Account or commence collection efforts to recovery such coststhis Lease.