Inde mnification. Each Party covenants and agrees with the other Parties to indemnify, defend, and hold harmless each other Party, their officers, agents, and employees, from and against all claims, losses, actions, or judgments for damages or injury to persons or property arising from or connected to the acts and/or activities of it and/or its agents, employees, or representatives pursuant to and under the terms of this Agreement to the extent allowed by law.
Inde mnification. (a) The Corporation agrees to indemnify and hold harmless the Agent and Selling Firms (if any) and each of their respective affiliates and subsidiaries and the respective directors, officers, partners, agents and employees and the Agent’s subsidiaries or affiliates (each an "Inde mnifie d Party" and collectively, the "Inde mnifie d Parties") to the full extent lawful, from and against any and all losses, fees, expenses, claims (including shareholder actions, derivative or otherwise), actions, damages and liabilities, joint or several, including without limitation the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims (but not including any amount for lost profits) and the reasonable fees and expenses of their counsel that may be incurre d (collectively, the "Losses") that may be suffered by, imposed upon or asserted against an Indemnified Party as a result of, in respect of, connected with or arising out of any third party action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively the "Claims") insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, from or in consequence of the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder or otherwise in connection with the Offering, excluding any Losses or Claims resulting from fraud, gross negligence or wilful misconduct, whether performed before or after the date hereof, or otherwise in connection with the matters referred to in this Agreement, including, without limitation:
Inde mnification. (a) Provider shall indemnify and hold harmless the State as well as its officers, agents, and employees (hereinafter the “Indemnified Parties”) from all injuries, deaths, claims, losses, damages, liabilities, judgments, costs (including court costs and attorney fees), expenses or suits incurred by or brought against the Indemnified Parties to the extent proximately caused by any negligent act or other intentional misconduct or omission of Provider, its agents, officers, employees or contracts arising from the Agreements or as a result of the failure of Provider to comply with the terms of the CRA. The State shall give Health Plan and Provider written notice of each such claim or suit and full right and opportunity to conduct Provider’s own defense thereof, together with full information and all reasonable cooperation; but the State does not accord to Health Plan or Provider, through its attorneys, any right(s) to represent the State of Tennessee in any legal matter, such right being governed by TCA 8-6-106. This provision shall survive any termination of the Agreement, including any breach of the Agreement due to insolvency.
Inde mnification. You agree to indemnify and hold Georgetown Telephone Company, its parents, subsidiaries, members, affiliates, officers and employees, harmless from any claim, demand, or damage, including costs and reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduc t on the Service. Georgetown Telephone Company will notify you within a reasonable period of time of any third party claim for which Georgetown Telephone Company seeks indemnification and will afford you the opportunity to participate in the defense of such claim, provided that your participation will not be conducted in a manner prejudic ial to Georgetown Telephone Company interests, as reasonably determined by Georgetown Telephone Company.
Inde mnification. You agree to release, defend, indemnify and hold harmless OSKOPE (including its officers, directors, employees, affiliates, contractors and agents) against any expense, loss, cost or liability (including, without limitation, attorney fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use of the OSKOPE Website or the Internet by You (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the OSKOPE Website; (iii) Your negligence or acts (or any failure to act) and (iv) any breach by You of Your obligations under this Agreement.
Inde mnification. The following is hereby added to Article 5 of the Agreement, replacing the previous Section 5.2 in its entirety:
Inde mnification. 5.2.1 Contractor shall indemnify and hold harmless City and its officers, agents and employees from, and, if requested, shall defend them from and against any and all claims, demands, losses, damages, costs, expenses, and liability (legal, contractual, or otherwise) arising from or in any way connected with any: (i) injury to or death of a person, including employees of City or Contractor; (ii) loss of or damage to property; (iii) violation of local, state, or federal common law, statute or regulation, including but not limited to privacy or personally identifiable information, health information, disability and labor laws or regulations; (iv) strict liability imposed by any law or regulation; or (v) losses arising from Contractor's execution of subcontracts not in accordance with the requirements of this Agreement applicable to subcontractors; so long as such injury, violation, loss, or strict liability (as set forth in subsections (i) – (v) above) arises directly or indirectly from Contractor’s performance of this Agreement, including, but not limited to, Contractor’s use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on Contractor, its subcontractors, or either’s agent or employee. Contractor shall also indemnify, defend and hold City harmless from all suits or claims or administrative proceedings for breaches of federal and/or state law regarding the privacy of health information, electronic records or related topics, arising directly or indirectly from Contractor’s performance of this Agreement. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and City’s costs of investigating any claims against the City.
Inde mnification
