Indemnification and Liabilities. The indemnification responsibilities of the Parties, to the extent permitted by law, shall be as set forth in the Tariff.
Indemnification and Liabilities. Each of the Parties hereto shall be entitled to indemnity from the other on the terms and subject to the conditions and limitations provided in Sections 9.1 through 9.9 of the Development Agreement, which are incorporated herein mutatis mutandis by this reference.
Indemnification and Liabilities. (a) In performing its obligations under this Agreement, PALIC neither insures nor underwrites the liability of the Customer’s Plan. PALIC shall have no duty or obligation to defend against any legal action or proceeding brought to recover a claim for Plan benefits or any causes of action for expenses or liabilities incident to the Plan. PALIC shall, however, make available to Customer and its counsel, such evidence that relates to such action or proceeding as PALIC may have as a result of its administration of the contested benefit determination. PALIC shall promptly notify in writing the Customer or its designated legal counsel of any legal actions that involve the Plan or Customer.
Indemnification and Liabilities. Neither the District nor Xxxxxx Homes agrees to perform or assume any liability, encumbrance, or obligation of each other of any kind or character whatsoever relating in any manner to all or any part of the respective Exchange Properties (i) except as specifically provided herein; and (ii) except that each Party (the "Inspecting Party") agrees to pay, defend, indemnify, and hold harmless the other from any liability, obligation, action, suit, judgment, fine, award, loss, claim, demand, or expense (including attorneys' fees) arising from any act or omission of the Inspecting Party, the Inspecting Party's agents and employees, and any independent contractor whose services are retained by the Inspecting Party, in connection with any inspection or testing of or on the applicable Exchange Property conducted pursuant to the provisions of Section 8 of this Agreement.
Indemnification and Liabilities. A. SCFBA shall be solely responsible to parties with whom it shall deal in carrying out the terms of this agreement and shall save the State harmless against all claims of whatever nature by third parties arising out of the performance of work under this agreement. For purposes of this agreement, HHFB and SCFBA agree that it is not an employee or agent of the State, but is an independent 501 (c) (3) non-profit organization and as such must abide by strict Federal regulations that govern the handling and accountability for donated goods.
Indemnification and Liabilities. 5.1 Reseller agrees to indemnify, defend and hold GNP, and Financial Institutions (meaning any bank that provides GNP with access to process payment transactions utilizing bank association systems like NACHA) harmless from and against any and all claims, losses, costs (including reasonable attorneys’ fees), demands, damages or judgments arising out of, from or relating to any breach by Reseller of its responsibilities, representations, warranties or agreements under this Agreement, or arising from any act or omission by Reseller which violates any applicable federal, state or local laws, rules, regulations or the Rules. GNP may defend on its own any such claims or demands or request Reseller to take up such defense. In either case, Reseller will further indemnify GNP for reasonable attorneys’ fees or other necessary defense costs and expenses incurred by GNP by reason of such defense.
Indemnification and Liabilities. A. ALPS agrees to indemnify and hold harmless Administrator and its officers, directors and employees and their respective successors and permitted assigns from and against any and all liabilities, claims, costs, fines, damages, expenses, losses and attorneys’ fees arising out of any act or any failure to act by ALPS, its affiliates, and their respective officers and employees and their respective successors and permitted assigns that constitutes fraud, gross negligence, willful misconduct, or reckless disregard of its duties under this Agreement. Administrator agrees to indemnify and hold harmless ALPS and its respective officers and employees and their respective successors and permitted assigns from and against any and all liabilities, claims, costs, fines, damages, expenses and losses resulting from any claim, demand, action or suit in connection with any action or omission by ALPS in the performance of its duties hereunder, or as a result of ALPS acting upon instructions reasonably believed by it to be genuine and to have been duly authorized by the Administrator or the Fund (collectively, “Losses”), provided that such Losses were not the result of ALPS’ fraud, gross negligence, willful misconduct or reckless disregard of its duties under this Agreement.
Indemnification and Liabilities. 12.1 The GenVec shall be liable for and shall indemnify and hold Novartis and its Affiliates, and their officers, directors and employees, harmless against any and all third party liabilities, claims, damages, losses, costs and expenses, including reasonable attorney’s fees (collectively “Claims”) incurred:
Indemnification and Liabilities. 9.1 Indemnification Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party, its Affiliates and its officers and directors, employees, agents, and representatives (each an “Indemnified Party”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) in connection with any suit, demand or action (the “Claims”) to the extent arising out of:
Indemnification and Liabilities. Subject to other provisions in this MoU each Party shall indemnify and hold harmless the other Party's employees, representatives, and executive officers, from and against any liability, damages. costs or expenses. or any claim, action, suit or other proceeding arising out of the execution or implementation of this MoU, except to the extent that: · such liability, damages, claim. action. suit or other proceeding is caused willfully by the Party being held liable. or: · such liability. damages, costs or expenses, claim, action. suit or other proceeding is caused by or results from negligence on the part of such a Party.
