Party Indemnification Clause Samples
Party Indemnification. To the fullest extent permitted under applicable Law, each Party will defend, indemnify, and hold Consortium and the other Parties (and their respective Representatives) harmless for, from, and against all claims, actions, proceedings, damages, liabilities, injuries, losses, and expenses of every kind, whether known or unknown, including, without limitation, attorney fees and costs, resulting from or arising out of the Party’s breach and/or failure to perform the Party’s obligations contained in this Agreement. Each Party will retain all immunities and privileges granted under the Oregon Tort Claims Act (ORS 30.260 – ORS 30.300) and all other statutory rights granted due to the Party’s status as a public body or agency.
Party Indemnification. Subject to section 11.2, both PARTIES shall, to the extent permitted by their respective state’s laws, defend, indemnify, save, and hold harmless each other, their officers and employees from any and all claims, suits, expenses and liabilities which may occur in the performance of this PROGRAM. The obligation to defend and indemnify shall not include such claims, costs, damages, or expenses to the extent caused by the sole acts of the PARTY seeking defense and indemnification or its authorized agents or employees; Provided that, if the claims or damages are caused by or result from the concurrent acts of (i) the PARTY seeking defense and indemnification, its authorized agents or employees and (ii) the from whom defense and indemnity is being sought, its agents or employees, this defense and indemnity provision shall be valid and enforceable only to the extent of the acts or omissions of the PARTY from whom defense and indemnity is being sought. Each PARTY also agrees that its obligations under this section extend to any claim, demand and/or cause of action brought by, or on behalf of, any of its employees, or agents while performing work in connection with the PROGRAM.
Party Indemnification. (i) Indemnification by Party−2. Upon receipt of notice from Party−1 requesting Party−2 to do so, Party−2 agrees to indemnify, defend, and hold harmless Party−1 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by: (a) violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right due to Party−2 providing the Services or Deliverables (except to the extent a Claim is caused by Party−1's internally created specifications); (b) bodily illness and injury, death, tangible property damage and theft, to the extent caused by Party−2's negligent or willful acts and omissions; or (c) failure of the Services or Deliverables to conform with the requirements of this Agreement.
(ii) Indemnification by Party−1. Upon receipt of notice from Party−2 requesting Party−1 to do so, Party−1 agrees to indemnify, defend, and hold harmless Party−2 and its affiliates, subsidiaries, shareholders, members, directors, officers, employees, agents, and parents, from and against any Claim, and any associated Losses to the extent caused by violation of any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right to the extent caused by Party−1's internally created specifications or Party−1's use of the Services or Deliverables.
Party Indemnification. This inspection and report is not intended for the use or benefit of anyone other than the Client listed above and Client agrees that he/she will not provide the report or any results of the inspection to any party. No third party shall have any right arising from the inspection or this report.
Party Indemnification. Each party hereby agrees to indemnify and hold harmless the other party with respect to any third-party claims, demands, or action arising from this service Agreement to the extent that the indemnifying party's negligent or wrongful acts or omissions give rise to said third-party claims, demands or actions. Such indemnification hereunder shall include, but shall not be limited to, disputes related to the FCC or any State Public Utilities Commission rules. Indemnification hereunder shall cover, but is not limited to, costs and attorney fees incident to any of the foregoing.
Party Indemnification. If the Company or a Party is made a party to any Litigation or otherwise incurs any loss or expense as a direct result of (i) any other Party's personal obligations or liabilities unrelated to Company business, (ii) any other Party's breach of this Agreement, or (iii) a dispute between or among a Party, its Affiliate(s) and/or its direct or indirect owner(s), including any claims made against the Company or a Party relating to any other Party's alleged breach of its governing documents, such other Party shall indemnify and reimburse the Company and the Party made a party to the Litigation for any and all loss and expense incurred by the Company and/or that Party in connection with the Litigation, including its or their reasonable attorneys' fees expended to defend the Litigation, any judgments obtained against the Company or that Party in the Litigation, and any amounts paid to settle the alleged claims in the Litigation. The liability of any Party pursuant to this Clause (20.2) may be assessed against such Party's Shares in the Company, including such Party’s right to receive distributions or payments from the Company; provided, however, the liability of a Party under this Clause (20.2) shall be limited to such Party's Shares in the Company. Nothing herein contained shall be deemed to imply that any Person shall be a third party beneficiary of the terms of this Clause (20.2) (which terms shall inure solely to the benefit of the Company and the respective Parties, as expressly set forth in this Clause (20.2)).