Indemnification and Hold Harmless By Owner Sample Clauses

Indemnification and Hold Harmless By Owner. Owner shall indemnify, hold harmless and defend Manager (and Manager’s partners, directors, shareholders, officer, employees and agents), with counsel reasonably satisfactory to both the Manager and the Owner’s insurer, for, from and against any and all liabilities, claims, causes of action, losses, demands and expenses whatsoever including, but not limited to attorneys’ fees, court costs and other litigation expenses and costs arising out of or in connection with the ownership, maintenance or operation of the Projects, Debt Investments or this Agreement, including but not limited to claims involving security services as to which Manager is acting under the express or implied directions of Owner, and the loss of use of property following and resulting from damage or destruction (collectively “Claims”), except to the extent arising directly from the negligence or misconduct of Manager. Owner’s Liability Insurance (as defined in Section 8.01 below) will be required to cover all actions of Manager where the Owner’s insurer agrees to provide Owner and Manager a defense (whether or not such defense is provided with a reservation of rights by the insurer) in accordance with the terms of such insurance policy. The indemnification by Owner contained in this Section 6.03 is separate and in addition to any other indemnification obligations of Owner contained in this Agreement.
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Indemnification and Hold Harmless By Owner. Except for the gross negligence or willful misconduct of Manager (excluding any such gross negligence or willful misconduct undertaken in connection with actions or policies which have been approved or required by Owner), Owner shall be obligated, whether named as a defendant or not, to indemnify, hold harmless, and defend Manager (and Manager's partners, directors, shareholders, officers, employees, and agents), with counsel reasonably satisfactory to Manager, from and against any and all liabilities, claims, causes of action, suits, losses, demands and expenses whatsoever including, but not limited to attorneys' fees, paralegal expenses and costs arising out of or in the connection with the ownership, maintenance or operation of the Project or this Agreement or the performance of Manager's agreements hereunder (collectively “Claims”), including but not limited to, Claims involving the operation and maintenance of the Security Services, matters in which Manager is acting under the express or implied directions of Owner, and the loss of use of property following and resulting from damage or destruction. In all cases, Owner's Liability Insurance, as defined in Section 8.02 below, will be required to cover all actions of Manager such that the Owner's insurer agrees to provide Owner and Manager a defense (whether or not such defense is provided with a reservation of rights by the insurer). The indemnification by Owner contained in this Section 6.03 is in addition to any other indemnification obligations of Owner contained in this Agreement, and is not limited by or to Owner's Liability Insurance. It is the intent of the parties hereto, however, to look first to Owner’s Liability Insurance with respect to all Claims hereunder.
Indemnification and Hold Harmless By Owner. Except for the gross negligence or willful misconduct of Manager (including Project Employees) in connection with its performance under this Agreement, Owner shall be obligated, whether named as a defendant or not, to indemnify, hold harmless, and defend Manager (and Manager's partners, directors, shareholders, officers, employees, and agents), with counsel reasonably satisfactory to Manager, from and against any and all liabilities, claims, causes of action, suits, losses, demands and expenses whatsoever including, but not limited to reasonable legal fees and expenses arising out of or in the connection with the ownership, maintenance or operation of the Property or this Agreement or the performance of Manager's agreements hereunder (collectively "Claims"), including but not limited to, Claims involving the operation and maintenance of the security alarm system located at the property, matters in which Manager is acting under the express or implied directions of Owner, and/or the loss of use of property following and resulting from damage or destruction. In all cases, Owner's Liability Insurance, as defined in Section 8.02 below, will be required to provide insurance coverage for Manager, to the extent provided in such Section 8.02. The indemnification by Owner contained in this Section 6.03 is in addition to any other indemnification obligations of Owner contained in this Agreement, and is not limited by or to Owner's LiabilityInsurance. It is the intent of the parties hereto, however, to look first to Owner’s Liability Insurance with respect to all Claims hereunder.
Indemnification and Hold Harmless By Owner. Except for the gross negligence or willful misconduct of Manager, Owner shall indemnify, hold harmless and defend Manager (and Manager's partners, directors, shareholders, officer, employees and agents), with counsel reasonably satisfactory to Manager, from and against any and all liabilities, claims, causes of action, losses, demands and expenses whatsoever including, but not limited to attorney's fees, paralegal expenses and costs arising out of or in connection with the ownership, maintenance or operation of the Project or this Agreement (collectively “Claims”), including but not limited to Claims involving to the operation and maintenance of the security alarm system located at the Project, matters in which Manager is acting under the express or implied directions of Owner, and the loss of use of property following and resulting from damage or destruction. Owner's Liability Insurance (as defined in Section 8.01 below) will be required to cover all actions of Manager where the Owner's insurer agrees to provide Owner and/or Manager a defense (whether or not such defense is provided with a reservation of rights by the insurer) in accordance with the terms of such insurance policy. The indemnification by Owner contained in this Section 6.03 is in addition to any other indemnification obligations of Owner contained in this Agreement.
Indemnification and Hold Harmless By Owner. Except for the gross negligence or willful misconduct of Manager in connection with actions or policies which have not been expressly approved or required by Owner in writing, Owner shall indemnify, hold harmless, and defend Manager (and Manager's partners, directors, shareholders, officers, employees, and agents), with counsel reasonably satisfactory to Manager, from and against any and all liabilities, claims, causes of action, suits, losses, demands and expenses whatsoever including, but not limited to attorneys' fees, paralegal expenses and costs arising out of or in the connection with the ownership, maintenance or operation of the Property or this Agreement or the performance of Manager's agreements hereunder (collectively "Claims"), including but not limited to, Claims involving the operation and maintenance of the security alarm system located at the property, matters in which Manager is acting under the express or implied directions of Owner, and the loss of use of property following and resulting from damage or destruction. In all cases, Owner's Liability Insurance, as defined in Section 8.01 below, will be required to cover all actions of Manager such that the Owner's insurer agrees to provide Owner and Manager a defense (whether or not such defense is provided with a reservation of rights by the insurer). The indemnification by Owner contained in this Section 6.03 is in addition to any other indemnification obligations of Owner contained in this agreement, and is not limited by or to Owner's liability insurance.

Related to Indemnification and Hold Harmless By Owner

  • Indemnification and Hold Harmless a. The Contractor shall be responsible for and shall indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines, of whatsoever kind of nature, arising out of or relating to a) the Contractor’s or any Subcontractor’s performance or failure to perform this Contract, or b) the acts or omissions of the Contractor or any Subcontractor.

  • INDEMNIFICATION AND HOLD HARMLESS AGREEMENT Food Vendor shall defend, indemnify and hold harmless the City of Apopka and all of City’s officers, agents, and employees from and against all claims, liability, loss and expense, including reasonable costs, collection expenses, attorneys’ fees, and court costs which may arise because of the negligence (whether active or passive), misconduct, or other fault, in whole or in part (whether joint, concurrent, or contributing), of the Food Vendor, its officers, agents or employees in performance or non-performance of its obligations under the Agreement, including but not limited to, automobile negligence, foodborne illness negligence, or other claims and/or suits. Food vendor recognizes the broad nature of this indemnification and hold harmless clause, as well as the provision of a legal defense to the City when necessary, and voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by the City in support of these indemnification, legal defense and hold harmless contractual obligations in accordance with the laws of the State of Florida. This clause shall survive the termination of this Agreement. Compliance with any insurance requirements required elsewhere within this Agreement shall not relieve the Food Vendor of its liability and obligation to defend, hold harmless and indemnify the City as set forth in this article of the Agreement. Nothing herein shall be construed to extend the City of Apopka’s liability beyond that provided in section 768.28, Florida Statutes. I have carefully read this agreement and fully understand its contents. I am aware that this is a release of liability and sign it of my own free will. Printed Name of Applicant: Signature of Applicant: Title of Applicant: Vendor/Business Name: STATE OF FLORIDA COUNTY OF The foregoing instrument was acknowledged before me by means of physical presence or online notarization, this day of , 20 , by , and who is personally known to me or who has produced as identification. Signature of Notary Stamp: City of Apopka Certificate of Insurance Checklist General Events and Activities Please note that this checklist is meant to represent the minimum requirements based on average exposure events. Events that involve high or unusual hazards may require higher limits of coverage. The City of Apopka reserves the right to require additional coverages, waive certain requirements, require higher limits or accept lower limits on a case by case basis after the review of the associated risk. ❑ Insurers – Must have an A.M. Best rating of A or better. ❑ Certificate Holder – City of Apopka, 000 X Xxxx Xxxxxx, Xxxxxx, XX 00000 ❑ Policy Terms - Must be current and cover the date(s) of the event or project. ❑ General Liability – Minimum requirements for all contractors and vendors. • $1,000,000 Each Occurrence • $100,000 Damage to Rented Premises • $2,000,000 General Aggregate • $1,000,000 Products and Completed Operations Aggregate ❑ Automobile Liability – Combined Single Limit of $300,000 (Required when vehicle functions as the workplace or is used to perform contracted work.) ❑ Workers’ Compensation – Minimum limits in the amount of $1,000,000/$1,000,000/$1,000,000 (Businesses employing more than four employees or in compliance with applicable state and federal laws) ❑ Liquor Liability – Minimum Limit of $1,000,000 (If Applicable) ❑ Additional Insured – The City of Apopka is to be included as a named additional insured on all policies except Workers’ Compensation. Additional Insured status, respective of General Liability, must include Completed Operations.

  • Indemnify and Hold Harmless The Trust shall be the policy holder of any insurance plan or health care coverage plan offered by and through the Trust. As the policy holder, the Trust shall indemnify and hold harmless from liability the Employer from any claims by beneficiaries, health care providers, vendors, insurance carriers or home care workers covered under this Agreement.

  • Indemnification/Hold Harmless The Exhibitor who signs this contract and each person associated therewith (i.e. employees, spouses, guests, survivors, heirs, executors and representatives) herein agrees to indemnify, defend, hold harmless, and to release and forever discharge from any and all known and unknown damages, injuries, death, loss, liabilities, claims, costs, penalties, demands, actions, causes of action, judgments, and liabilities of every kind and description (including court costs and attorney’s fees), occasioned by, resulting from, and/or related to conduct, actions, and/or omissions of anyone connected with this event, including: Xxxx Xxxx Xxxxxxxxxxx, Inc. d.b.a. Rod Shows, Fairplex, all other Exhibitors/Vendors at the event; and each of their respective owners, shareholders, officers, their directors, employees, agents, staff, volunteers, independent contractors, representatives and servants. Exhibitor covenants and agrees that in case Rod Shows shall be made party to any litigation commenced by or against exhibitor or relating to this agreement or to the booth space hereunder, then exhibitor shall and will pay all costs and expenses, including reasonable attorney fees and court costs, incurred by or imposed upon Rod Shows by virtue of any such litigation. SECURITY & PROPERTY DAMAGE Rod Shows will provide limited facility security and will exercise reasonable precaution for the protection of the exhibitors property. Rod Shows assumes no responsibility for loss or damage incurred during the rental period, or for any loss of items left onsite overnight. Neither Rod Shows or the vendor/exhibitor shall be responsible for any loss or damage to property of other party hereto including, but not limited to loss or damage occasioned by theft, fire, smoke, acts of God, public enemy, riot, civil commotion or other insurable hereto with respect to any loss or damage. It shall be the responsibility of Rod Shows and the Vendor/Exhibitor, respectively, to secure their own property insurance or otherwise protect themselves and their property against any such loss or damage. UNAVAILABILITY OF BOOTH SPACE

  • INDEMNITY AND HOLD HARMLESS Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

  • Hold Harmless and Indemnification A. The Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City.

  • HOLD HARMLESS AND INDEMNIFICATION AGREEMENT The CONTRACTOR hereby agrees to protect, defend, indemnify, and hold PLACER COUNTY free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by PLACER COUNTY arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of the COUNTY) and without limitation by enumeration, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the contract or agreement. CONTRACTOR agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the CONTRACTOR. CONTRACTOR also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against CONTRACTOR or the COUNTY or to enlarge in any way the CONTRACTOR'S liability but is intended solely to provide for indemnification of PLACER COUNTY from liability for damages or injuries to third persons or property arising from CONTRACTOR'S performance pursuant to this contract or agreement. As used above, the term PLACER COUNTY means Placer County or its officers, agents, employees, and volunteers.

  • HOLD HARMLESS/INDEMNIFICATION Contractor agrees to protect, defend, indemnify, and hold harmless the Department, its elected and appointed officials, agents and employees from and against all legal, equitable or administrative claims, causes of action, damages, losses and expenses, of any kind or character, including but not limited to attorneys' fees and the costs of defense, arising in favor of Contractor’s employees or third parties on account of bodily injury, sickness, disease, death, personal injury, violation of an offender’s constitutional or statutory rights, or to injury to or destruction of tangible property except for such claims, causes of action, damages, losses or expenses which are solely due to the fault or negligence of the party seeking indemnity.

  • ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Notwithstanding any limitation in Sections 3, 4, or 5 and except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

  • Indemnity/Hold Harmless The Union agrees to indemnify and hold the District harmless against any and all liabilities (including reasonable and necessary costs of litigation) arising from any and all claims, demands, suits, or other actions relating to the District's compliance or attempted compliance with either this Article or the requests of the Union pursuant to this Article, or relating to the conduct of the Union in administering this Article. The Union shall have the right to determine and decide all matters relating to settlement and conduct of litigation with respect to this Article. In no case shall District funds be involved in any remedy relating to this Article. Any underpayments to the Union resulting from the District's failure to make a required deduction shall be remedied by additional deductions from the affected employee(s). Any overpayments to the Union resulting from excessive deductions shall be remedied either by refund from the Union to the affected employee(s) or by a credit against future payments by the affected employee(s).

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