Indemnification by the County Sample Clauses

Indemnification by the County. The County shall indemnify the Purchaser and each other Noteholder, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous Taxes (including Indemnified Taxes or Miscellaneous Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Purchaser or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the County by the Purchaser or such Noteholder shall be conclusive absent manifest error. In addition, the County shall indemnify the Purchaser and the other Noteholders, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by the Purchaser or any Noteholder as a result of any failure of the County to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Purchaser and the other Noteholders, pursuant to clause (d), documentation evidencing the payment of Taxes.
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Indemnification by the County. The BNSF Remediation Obligation obligates BNSF, in specified situations, to investigate, remediate, respond to or otherwise cure (collectively, “Remediate” or “Remediation”) certain environmental conditions related to releases of Hazardous Substances or the violation of any Environmental Law. Effective upon the closing of the transaction contemplated by this Agreement, and pursuant to the BNSF Deed and the Amendment to Assignment of BNSF Remediation Obligation described in Section 14.5 below, the Port assigns to the County all rights and obligations it holds to the BNSF Remediation Obligation in so far as those rights and obligations pertain to the Property. Thereafter, as between the County and the Port, the County will be responsible for all costs of Remediation of Hazardous Substances released on or from the Property or violations of any Environmental Law relating to the Property except to the extent (i) caused by or resulting from the acts of Port or its officers, employees, agents or contractors, or (ii) materially exacerbated by the acts of the Port or its officers, employees, agents or contractors so as to release BNSF from or reduce its liability under the BNSF Remediation Obligation. The County further agrees to indemnify and defend the Port against any and all Losses, as defined in Section 14.3 above, that the Port sustains as a result of claims by third parties, including but not limited to BNSF and federal, state and local regulatory agencies for damages or remediation costs related to environmental conditions in, at, on, under or originating from the Property, except that the County shall have no duty to indemnify or defend the Port for Losses sustained as a result of claims (i) attributable to the operations of GNP and/or Eastside Community Rail, and (ii) that arose during any period of time in which there was a lapse in the insurance required of GNP, Eastside Community Rail and/or Xxxxxxx Terminal Railroad Company LLC (subcontractor to Eastside Community Rail) by the O&M Agreement. The Port agrees that in the event the County is required to Remediate Hazardous Substances released on or from the Property, the Port shall cooperate with the County to obtain reimbursement of costs of Remediation from BNSF as provided in the BNSF Remediation Obligation found in the BNSF Deed.
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Indemnification by the County. The County agrees that, to the extent permitted by Applicable Law, it shall protect, indemnify, and hold harmless the District, the other County Sanitation Districts of Los Angeles County, of all of their officers, directors and employees (“District Indemnified Parties”) from and against (and pay the full amount of) all liabilities, actions, damages, claims, demands, judgments, losses, costs, expenses, suits or actions, and reasonable attorney’s fees (collectively, “Loss-and-Expense”), and will defend the District Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of (1) the negligence of the County or any of its elected officials, administrators, and employees, in connection with its obligations or rights under this Agreement, (2) the operation of the disposal facilities within the Disposal System, (3) any County breach of this Agreement, or the (4) performance or non-performance of the County’s obligations under this Agreement. The County shall not, however, be required to reimburse or indemnify any District Indemnified Party for any Loss-and-Expense to the extent that any such Loss-and-Expense is due to (a) any District breach, (b) the negligence or other wrongful conduct of any District Indemnified Party, or (c) any Uncontrollable Circumstance. A District Indemnified Party shall promptly notify the County of the assertion of any claim against it for which it is entitled to be indemnified, shall give the County the opportunity to defend such claim, and shall not settle the claim without the approval of the County. These indemnification provisions are for the protection of the District Indemnified Parties only and shall not establish, of themselves, any liability to third parties. The provisions of this subsection shall survive termination of this Agreement.
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Indemnification by the County. The County shall assume the defense of, indemnify and save harmless, the Park and Recreation District, its officers, employees and agents, and each and every one of them, from and against all actions, damages, claims, losses or expenses of every type and description to which they may be subjected or put, by reason of, or resulting from, any act or omission of the County with respect to this Agreement; provided, however, that the County shall not be required to indemnify any person or entity as to damages resulting from negligence or willful misconduct of such person or entity or their officers, agents or employees.
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Indemnification by the County. To the extent permitted by law, the County shall defend, indemnify and hold harmless the Friends, its respective officers, directors, agents, employees, attorneys and assigns from and against any and all actions, claims, suits, damages, fines and liabilities arising directly or indirectly from the County’s maintenance and use of the CCC.
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Indemnification by the County. The County hereby releases and agrees to indemnify and hold harmless the Developer and its members, officers, directors, contractors, subcontractors, employees and agents, and their respective employees, heirs, executors, administrators, successors and assigns (hereinafter collectively “Developer Releasees”) from any and all actions, causes of action, suits, claims, expenses (including reasonable attorney’s fees) and demands against the Developer Releasees arising out of or relating to the performance by the County of its obligations under this Agreement. More particularly, but without in any way limiting the foregoing, the County hereby releases the Developer Releasees and agrees to indemnify and hold harmless the Developer Releaseees from any and all actions, causes of action, suits, claims, expenses (including reasonable attorney’s fees) and demands arising directly or indirectly from any personal injury, death or property damage arising out of the use, construction, modifications, repair or improvement of any road subject to this agreement by the County, their respective employees, agents, representatives, suppliers or contractors, or their respective employees, agents or representatives.
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Related to Indemnification by the County

  • Indemnification by the Company The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

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