Indemnity by City. City shall indemnify, reimburse, defend and hold harmless the County and District, and their officers, directors, trustees, employees, consultants and agents from and against and in respect of any and all demands, claims, actions, causes of action, judgments, assessments, taxes, fines, losses, damages, liabilities, interest, penalties, costs, and expenses, including, without limitation, reasonable legal fees, other professional fees and any disbursements incurred in connection therewith, (collectively “Losses”), suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, resulting from any breach of any representation, warranty, covenant, or agreement of the City contained in this Agreement or other instrument or document executed and delivered by the City pursuant hereto or thereto..
Indemnity by City. To the fullest extent allowed by applicable law, City hereby agrees to indemnify, defend and hold the Owner, its affiliates and their respective, managers, members, officers, directors, employees and agents (collectively, the "Indemnified Parties"), harmless from and against any and all claims, losses, costs, damages, liabilities, or expenses (including, without limitation, reasonable attorneys’ fees) (“Claims”) arising from or in relation to (i) any breach of this Agreement or the performance of the rights or obligations by the City (or any person acting at its direction or on its behalf); and/or (ii) the gross negligence or willful misconduct of the City (or any person acting at its direction or on its behalf), except to the extent such Claims are a result of the action, inaction, gross negligence or willful misconduct of any of the Indemnified Parties. The obligations of this Section 40 shall survive the expiration, termination or completion of this Agreement.
Indemnity by City. It is understood between the parties that SMPRC insurance set forth in Section 11, below, shall be the primary insurance in connection with the Indemnified Claims defined below. To the extent that SMPRC insurance does not cover any such Indemnified Claim, the City agrees to indemnify, save, protect, defend and hold harmless SMPRC and its officers, directors, agents and employees (collectively, the “SMPRC Indemnitees”) from any liability, claim, action, proceeding, loss, damage, cost, expense, or injury to persons or property (collectively, “Indemnified Claim”) arising directly or indirectly from or in any manner related to this Agreement or the performance thereof. SMPRC shall promptly notify the City of any Indemnified Claim and cooperate with the City in connection with the defense of such Indemnified Claim. The SMPRC Indemnitees must first seek coverage for any defense and indemnity with respect to the Indemnified Claim from SMPRC’s insurer and must either exhaust such coverage or be denied such coverage. To the extent coverage from such insurer has been exhausted or coverage has been denied, the City shall defend the SMPRC Indemnitees from such Indemnified Claim, at the City’s sole cost and expense through the Santa Xxxxxx City Attorney’s Office, subject to any reservation of rights under this Agreement. Notwithstanding the foregoing, the City shall not be required to indemnify any SMPRC Indemnitee against any Indemnified Claim caused by the gross negligence or willful misconduct on the part of such SMPRC Indemnitee.
Indemnity by City. Except as provided in Section 7.3, City shall indemnify, defend (with counsel reasonably acceptable to Developer), and hold harmless Developer from and against any and all claims, liabilities, obligations, orders, damages, fines, penalties, and expenses (including, but not limited to, attorneys’ fees and costs) to the extent arising from the negligence or willful misconduct of City or City’s Representatives in connection with City’s activities contemplated by this Agreement, except to the extent such claims, liabilities, obligations, orders, damages, fines, penalties, or expenses arise from the negligence or willful misconduct of Developer or Developer’s Representatives.
Indemnity by City. Subject to the last sentence of Section 1, City shall indemnify, defend (with counsel reasonably acceptable to Developer), and hold harmless Developer from and against any and all claims, liabilities, obligations, orders, damages, fines, penalties, and expenses (including, but not limited to, attorneys’ fees and costs) to the extent arising from the negligence or willful misconduct of City or City’s Representatives with respect to the Construction Access Easement Area.
Indemnity by City. The City will indemnify, save harmless and defend the County, its employees, elected officials, officers, agents, personnel, volunteers, and assigns from and against all liability, claims, demands, losses, costs, actions, damages (including consequential damages, fines or penalties), suits or other proceedings including personal injury or death, by whomsoever made, brought or prosecuted in any manner against the County resulting from the actions or omissions or alleged actions or omissions of the City , save and except to the extent that any such liability, claims, demands, losses, costs, actions, damages, suits or other proceedings occur as a result of the negligence or willful misconduct of the County or its employees, elected officials, officers, agents, personnel, volunteers, and assigns.
Indemnity by City a. City shall indemnify Company and hold it harmless from any and all claims, demands, actions, causes of action or other challenges, whether at law in equity, or in administrative proceedings, asserted by any other person, firm, corporation or entity, whether private, commercial or governmental, relating to or arising out of the agreement herein by City to sell water to Company under the terms of this agreement and to permit Company to connect its transmission line to the main transmission line owned and maintained by City at the point described above and to take, use and sell water purchased hereunder. In the event of any claim, demand, action, cause of action or other challenge by any person or entity to the right or power of City to sell water to Company or otherwise to perform pursuant to the terms of this agreement, City will pay or reimburse to Company any costs, losses and expenses, including attorney fees, which are incurred by Company as a result of any defect or limitation in such rights and powers of City which prevents, delays or materially interferes with the rights granted herein to Company.
Indemnity by City. City shall indemnify, defend and hold harmless SDG&E, and its successors, assigns, affiliates, subsidiaries, current and future parent companies, officers, directors, agents, and employees, from and against any and all expenses, claims, losses, damages, liabilities or actions in respect thereof (including reasonable attorneys’ fees) to the extent arising from (a) City’s negligence or willful misconduct in City’s activities under the Program or performance of its obligations hereunder, or (b) City’s breach of this Agreement or of any representation or warranty of City contained in this Agreement.
Indemnity by City. City shall indemnify, defend (with counsel reasonably satisfactory to MTA), protect and hold harmless MTA and its respective Indemnified Persons from and against any and all Claims, arising out of, connected with, resulting from, or relating in any way to: (a) a material breach by City of any term, condition or obligation under this Parking License Agreement; (b) damage to or loss of use of property or bodily and/or personal injury or death of any person, that arises from, or occurs by reason of, or in connection with (i) the negligence of City or City Parties in the use of the Property and/or (ii) the negligence of City or City Parties in providing the services described in Section 6.a above. City shall have no duty to indemnify, defend, protect or hold harmless MTA, or its Indemnified Persons for any Claims to the extent such Claims are attributable to (x) a material breach by MTA of its obligations under this Agreement, or (x) the negligence of MTA or MTA Parties in their use of the Premises.
Indemnity by City. The City agrees to indemnify, defend, and save harmless Facebook, its officers, representatives, and employees from and against any and all third party claims for loss, injury, or damage, in any way related to the Project and attributable to the City’s negligence or willful misconduct. 9.3
