Common use of LIABILITY ISSUES Clause in Contracts

LIABILITY ISSUES. 1. Each party shall be individually liable for the operation and maintenance work or services it has performed in respect of the Joint Water System and for any liability arising therefrom, including any physical damage caused to the property of a third party, bodily injury suffered and any other damage caused by the party provided that neither party shall be held responsible for any Losses, whether direct Losses or indirect Losses, resulting if the fulfillment of any of the terms or provisions hereof shall be delayed or prevented by Uncontrollable Circumstance. 2. Each party hereby undertakes to indemnify and hold the other party and its municipal councillors, directors, officers, employees or agents harmless from and against any and all Loss or Losses that they or any of them may sustain or incur resulting from any claim or lawsuit related to the operation and maintenance work or services such party has performed in respect of the operation and maintenance work on services. 3. The party seeking indemnification (the “Indemnified Party”) shall (i) give the other party (the “Indemnifying Party”) written notice of the claim within a reasonable time, (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defence of such claim, and (iii) give the Indemnifying Party, at its cost, the right to control the defence and settlement of any such claim, provided, however, that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party’s rights or interests without the Indemnified Party’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed.