Indemnification by the Contractor. The Contractor shall defend and indemnify the Principal from and against any and all Damages arising from the use by the Principal of any Intellectual Property of the Contractor, to the extent use by the Principal is within the scope of the license granted to the Principal in accordance with Clause 8.9.
Indemnification by the Contractor. During the Term of this Contract, the Contractor shall independently in relation to its specified obligations under this Contract indemnify and hold harmless the Authority, the Authority's directors, employees, personnel and its agents against and from all claims, damages, losses and expenses (including legal fees and expenses) in respect or arising out of:
Indemnification by the Contractor. The Contractor shall indemnify the Company (and any sub-agent thereof) and each of its Related Parties (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (but in the case of legal fees, limited to the fees, charges and disbursements of one primary firm of outside counsel for the Indemnitees, taken as a whole) incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Contractor or any of its Subsidiaries) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other TE Support Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any TE Support Instrument or the use or proposed use of the proceeds therefrom (including any refusal by the Company to honor a demand for payment under a TE Support Instrument if the documents presented in connection with such demand do not strictly comply with the terms of such TE Support Instrument) or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Contractor or any of its Subsidiaries, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Contractor or any of its Subsidiaries against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other TE Support Document, if the Contractor or such Subsidiary has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
Indemnification by the Contractor. The Agency shall require its contractor to indemnify, defend and hold harmless the Railroad from and against any and all loss, damage, claims, demands, causes of action, costs and expenses of whatsoever nature arising out of injury to or death of persons whomsoever, or out of damage to or destruction of property whatsoever (including, without limitation, damage to fiber optic, communication and other cable lines and systems), where such injury, death, damage or destruction results from any cause arising out of work performed by the contractor pursuant to the agreement between Railroad and the Commission for the Project. The Agency’s contractor shall also release the Railroad from and shall waive any claims for injury or damage to equipment or other property, which may result from the construction, maintenance and operation of railroad tracks, wire lines, fiber optic cable, pipe lines and other facilities on said right of way of the Railroad by the contractor. THE LIABILITY ASSUMED BY THE CONTRACTOR WILL NOT BE AFFECTED BY THE FACT, IF IT IS A FACT, THAT THE DAMAGE, DESTRUCTION, INJURY, DEATH, CAUSE OF ACTION OR CLAIM WAS OCCASIONED BY OR CONTRIBUTED TO BY THE NEGLIGENCE OF RAILROAD, ITS AGENTS, SERVANTS, EMPLOYEES OR OTHERWISE, EXCEPT TO THE EXTENT THAT SUCH CLAIMS ARE PROVEN BY ANY CLAIMANT TO HAVE BEEN PROXIMATELY CAUSED BY THE INTENTIONAL MISCONDUCT OR SOLE OR GROSS NEGLIGENCE OF RAILROAD. The contractor’s indemnity shall include loss of profits or revenue arising from damage or destruction to fiber optic, communication and other cable lines and systems.
Indemnification by the Contractor. For the consideration set out herein, the Contractor, for itself, its heirs, executors, administrators, successors and assigns shall indemnify and hold harmless the District, its successors and assigns, from any and all manner of damage or injury, claims, suits, costs, expenses or damages whether direct or indirect, compensatory or otherwise, arising out of or incurred by reason of the transportation services provided by the Contractor under this Agreement and, in particular and without limiting the generality of the foregoing, arising out of the breach by the Contractor or by those for whom the Contractor is at law responsible, of any of their respective obligations under this Agreement. In addition, the Contractor shall indemnify and hold harmless the District against any claim, suits, costs, expenses or damages whether direct or indirect, compensatory or otherwise arising out of the awarding of this contract to the Contractor.
Indemnification by the Contractor. As set forth in Section 5 of Exhibit C, the Contractor agrees to indemnify, defend and save harmless the Board, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other Person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement by the Contractor, and from any and all claims and losses accruing or resulting to any Person, firm or corporation who may be injured or damaged by the Contractor in the performance of this Agreement.
Indemnification by the Contractor. The Contractor shall defend and indemnify the Beneficiary from and against any and all Damages arising from the use by the Beneficiary of any Intellectual Property of the Contractor, to the extent use by the Beneficiary is within the scope of the license granted to the Beenficiary in accordance with Clause 8.10.
Indemnification by the Contractor. The Contractor agrees to indemnify and hold harmless the State, the Division, and their officers, board and commission members, employees, agents, appointed and elected officials, and volunteers (collectively the “Indemnified Parties”), from any and all costs, expenses, losses, claims, damages, liabilities, settlements and judgments, including, without limitation, the reasonable value of the time spent by the Attorney General’s Office, and the costs, expenses and attorneys’ fees of other counsel retained by the Indemnified Parties directly or indirectly related to, resulting from, or arising out of this Contract, including but not limited to any claims related to, resulting from, or arising out of:
Indemnification by the Contractor. The Contractor agrees to indemnify, defend and hold harmless the Authority from any losses, liabilities, and damages of any and every kind (including, without limitation, costs, expenses, and reasonable attorney's fees) (i) arising out of any claim or complaint of breach of any representation, warranty, covenant or agreement of the Contractor under this Trust Agreement, including without limitation, to pay to the Authority any Revenue Shortfall, (ii) arising out of any claim or complaint of failure of the Contractor to use reasonable care in the collecting, handling and disbursement of the Transit Fare Revenues, or (iii) arising out of any claim, complaint, or Chargeback (A) made or claimed by a cardholder with respect to any Card Payment Data submitted by the Contractor, and/or (B) caused by the Contractor's noncompliance with the Merchant Agreement, including any breach of a representation or warranty made by Contractor. The indemnities contained in this Section shall survive the termination of this Trust Agreement and any removal of the Contractor as trustee under this Trust Agreement.
Indemnification by the Contractor. The CONTRACTOR shall indemnify, defend and hold harmless the COUNTY, and its appointive officers, directors, representatives, agents, employees, and assignees (each, a "COUNTY Indemnitee"), from and against any third-party claim, suit, or proceeding asserted against a COUNTY Indemnitee arising from or in connection with (1) the negligent or willful misconduct of the CONTRACTOR or any of its officers, directors, employees, representatives, agents or Subcontractors in connection with this Agreement. The CONTRACTOR's indemnity obligations hereunder shall not be limited by any coverage exclusions or other provisions in any insurance policy maintained by the CONTRACTOR which is intended to respond to such events. The CONTRACTOR shall not, however, be required to reimburse or indemnify any COUNTY Indemnitee for any Loss-and- Expense to the extent caused by the negligent or willful misconduct of any COUNTY Indemnitee or to the extent attributable to any Uncontrollable Circumstance. A COUNTY Indemnitee shall promptly notify the CONTRACTOR of the assertion of any claim against it for which it is entitled to be indemnified hereunder, and the CONTRACTOR shall have the right to assume the defense of the claim in any legal proceeding and to approve any settlement of the claim. The obligation to indemnify includes the obligation to pay any attorney’s fees, litigation expenses, or court costs actually incurred by COUNTY to the extent that the fault of the CONTRACTOR or its derivative parties is a proximate cause of the fees, expenses, or cost to be indemnified. It is the intent of this provision to require the CONTRACTOR to indemnify the COUNTY to the fullest extent permitted by North Carolina law. The language and definitions in this section shall be construed consistent with N.C.G.S. 22B-1 et seq. as it may be amended. These indemnification provisions are for the protection of the COUNTY Indemnitees only and shall not establish, of themselves, any liability to third parties. This indemnification obligation shall include, but is not limited to, all claims against the COUNTY by a current or former officer, director, employee, representative or agent of the CONTRACTOR, or any Subcontractor, and the CONTRACTOR expressly waives all immunity and limitation on liability under any worker's compensation act, disability benefit act, employee benefit act or any other Applicable Law of any jurisdiction which would otherwise be applicable in the case of such a claim. The provisions...
