Indemnity and Defense. 20.1 Each Party (“Indemnifying Party”) shall indemnify, defend and save harmless the other Party (“Indemnified Party”), the Indemnified Party’s Affiliates, and the directors, officers and employees of the Indemnified Party and the Indemnified Party’s Affiliates, from and against any Claims that arise out of or result from bodily injury or death to any person or damage to or loss of the tangible property of any person, to the extent such bodily injury, death, damage or loss, results from the negligent or otherwise tortious acts or failures to act of the Indemnifying Party, the Indemnifying Party’s Affiliates, or the employees, Agents or contractors of the Indemnifying Party or the Indemnifying Party’s Affiliates, in connection with this Agreement.
Indemnity and Defense. The Company shall defend, hold harmless, and indemnify NBS and the Employer, its Governing Board, and their officers, employees, agents, and authorized third party administrators (the “Indemnified Parties”), from every claim, obligation, demand and suit at law or equity, which may arise out of, be connected with or be made by reason of the purchase of Accounts by the Employer on behalf of employee(s) from the Company, and shall satisfy any judgment rendered or settlement against any of the indemnified parties, except for the liability resulting from the gross negligence, willful misconduct, actual fraud or criminal conduct, of any Indemnified Party. NBS or the Employer shall notify the Company within a reasonable amount of time on the receipt of any such claim demand or suit.
Indemnity and Defense. To the fullest extent allowed by applicable law, Subcontractor will indemnify and defend Contractor, Customer, and their owners, shareholders, officers, directors, consultants, agents, sureties, and employees (collectively, "Indemnified Parties"), from and against claims, damages (including, but not limited to, consequential damage), losses, or expenses (any or all, collectively, the "Claim"), including, but not limited to, reasonable attorneys fees, arising out of or relating to this Subcontract or the performance of Subcontractor's Work, except to the extent caused by the sole negligence of an Indemnified Party.
Indemnity and Defense. Buyers and Sellers shall defend, indemnify, and hold harmless Malleries (and its respective employees, directors, agents, and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of the Buyer’s or Seller’s representations, warranties, or obligations set forth in this Agreement; or (ii) the Seller’s own website or other sales channels, the Goods, products, or services the Seller sells, any content the Seller publishes on the Site, its own website, or elsewhere, the advertisement, offer, sale or return of any Goods or products the Seller sells, any actual or alleged infringement of any intellectual property or proprietary rights by any products Seller sells or content Seller publishes on the Site, its own website, or elsewhere, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity, and “Seller Taxes” means any taxes required to be collected by Seller, including but not limited to any taxes Seller may be obligated to collect under applicable law.
Indemnity and Defense. The rights of Deputies to be indemnified for damage awards against themselves or their marital community and to be provided with a legal defense if sued in matters related to their employment are set out in RCW 4.96.041 and BOCC Resolution 19-167. Upon a Deputy’s request, the Prosecuting Attorney’s Office Admin- istrator or the Xxxxx County Risk Management Office shall assist him or her in making such a request for an indemnity and a defense by Xxxxx County.
Indemnity and Defense. You will defend, indemnify and hold harmless Company and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this EZ Cart Merchant Agreement; (ii) your own website or other sales channels; (iii) the products you sell, any content you provide, or the advertisement, offer, sale or return of any products you sell; (iv) any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide; and/or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes, as defined below; or (v) any other actions or omissions to act of Seller or its representatives, contractors, officers, employees, agents, assigns or invitees, in connection with the performance of its obligations under this Agreement . For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity; and “Seller Taxes” means any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the XxxxxxXxxxxxx.xxx Sites, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.
Indemnity and Defense. The County shall provide indemnity and defense of the employee for any incident transpiring within the scope of his/her employment, at no cost to the employee, in accordance with the Oregon Tort Claims Act, subject only to the limitations stated in Oregon law.
Indemnity and Defense. To the fullest extent permitted by law, the CONSULTANT agrees to indemnify, defend and hold the County and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, which 1) are caused in whole or in part by any act or omission, negligent or otherwise, of the CONSULTANT, its employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this Agreement. This indemnification obligation of the CONSULTANT shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the County. The foregoing indemnification obligations of the CONSULTANT are a material inducement to County to enter into this Agreement, are reflected in the CONSULTANT’s compensation, and have been mutually negotiated by the parties.
Indemnity and Defense. You will defend, indemnify and hold harmless Amazon and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Participation Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity; and "Seller Taxes" means any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Xxxxxx.xxx Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.
Indemnity and Defense. Except for the construction of Aurora Way, the work performed by Developer is at its risk, exclusively. To the fullest extent permitted by law, Developer will indemnify, defend (at its sole expense), and hold harmless the City Bodies, their members, officers, employees and agents (“Indemnified Parties”), from and against any and all claims for bodily injury, death or damage to property, demands, damages, actions, causes of actions, suits, losses, judgments, obligations and any liabilities, costs and expenses (including but not limited to investigative and repair costs, attorney’s fees and costs, and consultants fees and costs) collectively, “Claims,” which are in any way connected to the Development Parcel, work performed, materials furnished, or services provided under this agreement, unless such Claims arise by reason of the negligence or omission of the Town of McCordsville, or any of the Town Bodies. The indemnity and defense obligations apply to any acts or omissions, negligence or willful misconduct of Developer, its employees, or agents, whether active or passive.
