Contractor Indemnity Sample Clauses
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Contractor Indemnity. 30.1.1 Contractor shall defend, indemnify, and hold the Owner Indemnitees harmless from and against any and all Losses incurred by any such Owner Indemnitees to the extent arising from or based on any Intellectual Property Claim. If any use, operation, or enjoyment of the Facility or any part thereof is the subject of an Intellectual Property Claim, then, in addition, Contractor shall promptly, but in no event later than thirty (30) days from the date of notice from Owner, commence action to remove such impediment, and thereafter shall diligently pursue removal of such impediment, (at Contractor’s option) by: (a) procuring for Owner, or reimbursing Owner for procuring, the right to continue using the subject of the Intellectual Property Claim; (b) modifying the subject of the Intellectual Property Claim to avoid the alleged infringement, disclosure, use, misappropriation or other violation, while maintaining substantially the same performance, quality and expected life satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner; or (c) replacing the subject of the Intellectual Property Claim with service, Materials, Inventions, or other Work or Contractor Intellectual Property, as applicable, of comparable functionality and quality and satisfying the requirements of this Agreement, to the reasonable satisfaction of Owner, that avoids the alleged infringement, disclosure, use, misappropriation or other violation; provided that in no case shall Contractor take any action which materially and adversely affects Owner’s continued completion, design, construction, installation, operation, maintenance, repair, replacement, expansion, modification, alteration or reconstruction of the Facility (or any portion, subsystem or component thereof) without the prior written consent of Owner; and provided further, that in no event shall Contractor have such indemnity obligations or obligation to remove such impediment for any Intellectual Property Claim arising from or in connection with (i) the Owner Furnished Equipment and Materials or any written instruction, written information, designs, specifications, or other materials provided by Owner to Contractor, (ii) any action or omission of any Owner Contractor, or (iii) any modification of the Work directed by Owner or that was not authorized by Contractor. For the avoidance of doubt, Owner’s acceptance of the Materials, Deliverables, Inventions, and other equipment or any other component of the W...
Contractor Indemnity. 35.1.1 The Contractor will be responsible for, and will release and indemnify the Department, its employees and agents on demand from and against all liability from:
(a) death or personal injury caused by its negligence or that of its employees, agents or Sub-Contractors (as applicable);
(b) breach of statutory duty;
(c) third party actions, claims or demands brought against the Department as a direct consequence of the Contractor’s breach of this Contract;
(d) fraud or fraudulent misrepresentation by it, its employees, agents or Sub-Contractors (as applicable);
(e) loss of or damage to property; to the extent which the same may arise out of, or in consequence of:
(f) the performance or non-performance by the Contractor of its obligations under this Contract; and
(g) In all other respects, any negligent act, default or breach of statutory duty in connection with the performance or non- performance by the Contractor of its obligations under this Contract.
Contractor Indemnity. In no event shall the Commonwealth, FAC, the Department or Enrollee be liable for the payment of any debt or fulfillment of any obligation of the Contractor or any Subcontractor to any Subcontractor, supplier, Out-of-Network Provider or any other party, for any reason whatsoever, including the Insolvency of the Contractor or any Subcontractor insolvency. The Contractor agrees that any Subcontract will contain a hold harmless provision. The Contractor shall indemnify, defend, save and hold harmless the Commonwealth, FAC, the Department, its officers, agents, and employees (collectively, the “Indemnified Parties”) from all claims, demands, liabilities, suits, judgments, or damages, including court costs and reasonable attorney fees made or asserted against or assessed to the Indemnified Parties (collectively the “Losses”), arising out of or connected in any way with this Contract or the performance or nonperformance by the Contractor, its officers, agents, employees; and suppliers, Subcontractors, or Providers, including without limitation any claim attributable to:
A. The improper performance of any service, or improper provision of any materials or supplies, irrespective of whether the Department knew or should have known such service, supplies or materials were improper or defective;
B. The erroneous or negligent acts or omissions, including without limitation, disregard of federal or Commonwealth law or regulations, irrespective of whether the Department knew or should have known of such erroneous or negligent acts;
C. The publication, translation, reproduction, delivery, collection, data processing, use, or disposition of any information to which access is obtained pursuant to this Contract in a manner not authorized by this Contract or by federal or Commonwealth law or regulations, irrespective of whether the Department knew or should have known of such publication, translation, reproduction, delivery, collection, data processing, use, or disposition; or
D. Any failure to observe federal or Commonwealth law or regulations, including but not limited to, insurance and labor laws, irrespective of whether the Department knew or should have known of such failure. Upon receiving notice, the Department shall give the Contractor written notice of any claim made against the Contractor for which the Indemnified Parties are entitled to indemnification, so that the Contractor shall have the opportunity to appear and defend such claim. The Indemnified Parties shall...
Contractor Indemnity. Contractor shall indemnify, hold harmless and defend Owner and all Owner Parties from and against the following:
(a) all Losses arising from third-party claims for property damage, personal injury or bodily injury or death to the extent caused by any negligent, willful, reckless or otherwise tortious act or omission (including strict liability) of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable during the performance of the Work or from performing or from a failure to perform any of its obligations under this Agreement, or any curative action under any Warranty following performance of the Work;
(b) all Losses associated with a take of a protected species if any are found on the Site during the performance of the Work;
(c) all Losses, ***, under the PPA or Interconnection Agreement (including liquidated damages) attributable to a Non-Excusable Event and, subject to the provisions of Section 24.6, if SCE terminates the PPA for any reason resulting from Contractor's failure to achieve the Facility Substantial Completion Date by the Commercial Operation Deadline***;
(d) Losses sustained by Owner as a result of Contractor's breach of Section 3.29;
(e) all Losses incurred by Owner as a result of a claim under the Project Labor Agreement against Owner arising from the construction of the Project and performance of the Work;
(f) all Losses that directly arise out of or result from all claims for payment of compensation for Work performed hereunder, whether or not reduced to a lien or mechanics lien, filed by Contractor or any Subcontractors, or other persons performing any portion of the Work, including reasonable attorneys' fees and expenses incurred by any Owner Party in discharging any Contractor Lien, except to the extent of a breach by Owner in relation to any obligation it has to make a payment under this Agreement; *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
(g) all Losses that directly arise out of or result from employers' liability or workers' compensation claims filed by any employees or agents of Contractor or any of the Subcontractors, regardless of negligence of Owner or any Owner Party contributing to such Losses;
(h) all Losses arising from third-party claims, including by Subcontractors and for property damage, personal injury or bodily injury or death that directly or indirectly arise out of or resu...
Contractor Indemnity. In this Contract, the Client agrees to indemnify the Contractor (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
Contractor Indemnity. Without limiting the generality of Section 13.1.1 hereof, Contractor shall fully indemnify, save harmless and defend the Owner Indemnified Parties from and against any and all Damages in favor of any governmental authority or other third party to the extent caused by 115
(a) failure of Contractor or any Subcontractor to comply with Applicable Laws and Applicable Permits as required by this Agreement, (b) failure of Contractor or any Subcontractor to properly administer and pay the Taxes as required hereunder (including without limitation the Contractor Taxes) or any other taxes, fees and contributions required to be paid by Contractor or any Subcontractor under Applicable Laws, provided that Contractor will not indemnify the Owner Indemnified Parties for any penalties on Project Taxes to the extent that Contractor or its Subcontractors become liable therefor as a result of Owner's failure to promptly pay any amounts when due, and such amounts should have been rightfully paid when due, or (c) nonpayment of amounts due as a result of furnishing materials or services to Contractor or any Subcontractor which are payable by Contractor or any Subcontractor in connection with the Services; provided, that the indemnification under clause (a) hereof shall not cover Damages to the extent such Damages are caused by Owner's operation of the Facility following the first to occur of Provisional Acceptance, Interim Acceptance and Final Acceptance of the Facility hereunder (unless the operational performance of the Facility shall have been adversely affected by Contractor's performance of the Services hereunder following Provisional Acceptance, Interim Acceptance or Final Acceptance of the Facility).
Contractor Indemnity. The Contractor hereby agrees to indemnify and hold harmless the Indemnified Parties from and against any and all liability, loss, costs, damages and expenses (including legal, expert and consultant fees), causes of action, actions, claims, demands, lawsuits or other proceedings, (collectively, “Claims”), by whomever made, sustained, incurred, brought or prosecuted, including for breaches of confidentiality or privacy or Intellectual Property rights or for third party bodily injury (including death), personal injury and property damage, in any way based upon, occasioned by or attributable to anything done or omitted to be done by the Contractor, its subcontractors or their respective directors, officers, agents, employees, partners, affiliates, volunteers or independent contractors in the course of performance of the Contractor’s obligations under, or otherwise in connection with, the Contract. The Contractor further agrees to indemnify and hold harmless the Indemnified Parties for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit, by any person, entity or organization, including, without limitation, the County, claimed or resulting from such Claims. The obligations contained in this paragraph shall survive the termination or expiry of the Contract.
Contractor Indemnity. (i) The Contractor shall indemnify and hold harmless CM and its officers, directors, employees, agents and representatives (collectively, the “CM Indemnitees”) from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CM Indemnitees, directly or indirectly arising out of this MSA attributable, wholly or in part, to:
(A) bodily injury, sickness, disease or death or to damage to or destruction of tangible property occurring in or on the premises or any part thereof and as a result of activities under this MSA;
(B) any negligent acts or omissions by, or willful misconduct of, the Contractor, its officers, agents, servants, employees, licensees or subcontractors, including failing to exercise the standard of care, skill judgment and diligence required pursuant to Section 4.1(f);
(C) failure to comply with, or breach of, any of the Contractor’s obligations under this MSA;
(D) damages caused by the Contractor, its officers, agents, servants, employees, licensees or subcontractors, or arising from the execution of the Work, or by reason of the existence or location or condition of Work or any materials, plan or Equipment used thereof or therein, or which may happen by reason of the failure of the Contractor, its officers, agents, servants, employees, licensees or subcontractors to do or perform any or all of the several acts or things required to be done by them under this MSA; or
(E) any breaches, assessments, fines, penalties, orders or allegations of non-compliance under Applicable Law, including the Regulation, or any applicable policy of the Authority directly attributable, in whole or in part, to the acts or omissions of the Contractor, its officers, agents, servants, employees, licensees or subcontractors, except to the extent such assessment is attributable to the negligence, willful misconduct or breach of this MSA by CM.
(ii) Without limiting the generality of any other provision in this MSA, the Contractor shall indemnify and hold the CM Indemnitees harmless from and against any and all Losses and Claims brought against, suffered, sustained or incurred by the CM Indemnitees attributable to, wholly or in part, any acts or omissions either in negligence or nuisance whether wilful or otherwise by the Contractor, its officers, agents, servants, employees, licensees or subcontractors.
(iii) Notwithstanding any other provision in this MSA, indemnification by the Contractor pursuant to this Section 7.2(a) shall inc...
Contractor Indemnity. Contractor shall indemnify, defend and hold TWU, its Regents, officers, employees and agents harmless from any and all manner of suits, claims or demands (1) arising out of or relating to Contractor’s, its employees’, agents’ and subcontractors’ acts or omissions arising under the performance of this Agreement; (2) the negligence or willful misconduct of Contractor, its agents, employees or subcontractors; (3) Contractor’s breach of any representation, warranty, covenant or other obligation hereunder; and (4) the infringement of any third party proprietary rights with respect to goods or services supplied to TWU in connection with this Agreement (each of which is an “Indemnifying Act”). Contractor shall reimburse TWU for any and all costs, damages and expenses including reasonable attorney’s fees to which TWU may be subject as a result of the occurrence of any Indemnifying Act. This provision shall survive any termination of this Agreement, and the indemnities described in this paragraph will not be subject to any liability caps stated anywhere in the Agreement.
Contractor Indemnity. Contractor shall indemnify, defend, and hold harmless the Judicial Council, the Court, and their respective judicial officers, officers, agents, and employees from and against any claims, damages, or expenses, including an amount equal to reasonable attorney’s fees, and liabilities arising out of or in any way connected with this SPPA for claims, damages, expenses, or liabilities for loss or damage to any property, or for any death or injury to any person or persons in proportion to and to the extent that such claims, damages, expenses, or liabilities arising from the negligence or willful acts or omissions of Contractor, or its officers, agents, employees, assigns, and successor.