Indemnities and Liabilities. 29.1 The Partners each hereby agree jointly and severally to indemnify any Partner and keep them so indemnified against all demands, actions, claims, costs, expenses, direct damages or losses (including without limitation, reasonably incurred legal costs (whether internal or external) (on an indemnity basis) and other professional advisors’ fees), made against or incurred by any Partner resulting directly or indirectly out of the operation of the Adoption Partnership South East or out of this Agreement except where such actions, claims, costs, expenses and damages are brought against or suffered by a Partner due to its own negligence, wilful default or fraudulent misrepresentation.
Indemnities and Liabilities. Each System Owner, to the extent of its System Ownership Interest, will be responsible for any claims, damages, liabilities, losses, demands, liens, encumbrances, fines, penalties, causes of action, obligations, costs, judgments or amounts of any kind or character, including, without limitation, claims for indirect, special, incidental, consequential or punitive damages brought by third-parties, arising from or related to the construction, ownership or operation of the AMI Midstream Assets (hereafter referred to as “Claims”), and will defend, release, indemnify and hold the other System Owners harmless from its proportionate share of any such Claims, provided, however, that in no event shall any Party that is not the Operator be responsible for any Claim arising from damage to the AMI Midstream Assets or from any other matter that occurred prior to the effective date of this Agreement for such Party as set forth in the initial paragraph of this Agreement. Notwithstanding the foregoing, to the extent any Claims result from the gross negligence or willful misconduct of a particular System Owner, such System Owner will not be indemnified pursuant to the previous sentence and will be solely responsible for the payment of such Claim. In addition, each System Owner will release, indemnify and hold the Operator, its Affiliates, and its directors, agents, representatives and employees, harmless from any Claims arising from or related to the Operator’s construction, ownership or operation of the AMI Midstream Assets, including, without limitation, the Operator’s actual costs of attorney fees and settlement expenditures in connection with any Claim, except to the extent caused by the Operator’s gross negligence, willful misconduct, intentional violation of applicable law or Operator’s breach of its obligations under this Agreement. Notwithstanding the foregoing, the Operator will defend, release, indemnify and hold the System Owners harmless from any liabilities, damages, suits, claims and judgments of any nature, including reasonable attorneys’ fees and expenses (“Employee Claims”) brought by any employee of the Operator or its affiliates arising in connection with the performance of the services of the Operator under this Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY FOR THAT PARTY’S OWN INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, T...
Indemnities and Liabilities. 11.1 The Financing Partner releases and indemnifies MYISCO, its’ employees, servants and agents against all actions, claims, and demands (including the cost of defending or settling any action, claim, or demand) which may be instituted against MYISCO arising out of the negligence or wilful misconduct of the Financing Partner, its’ agents, employees, or any sub-contractor or any other person for whose negligence the Financing Partner is vicariously liable and also against any action, claim, or demand by the Financing Partner’s servants, employees or agents, or their personal representative or dependents arising out of the performance of this Agreement.
Indemnities and Liabilities. 7.1. SELLER AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW AND REGARDLESS OF THE PRESENCE OR ABSENCE OF INSURANCE, TO DEFEND, INDEMNIFY AND HOLD BUYER, ITS DIRECTORS, OFFICERS, EMPLOYEES, BORROWED SERVANTS, AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, COSTS, AND EXPENSES (INCLUDING COURT COSTS, ANY COST OR EXPENSE OF INCIDENT INVESTIGATION, AND REASONABLE ATTORNEY’S FEES), ARISING FROM OR ON ACCOUNT OF INJURY, DEATH, OR DAMAGE OF ANY PERSON OR PROPERTY RELATED TO, ARISING OUT OF, OR ATTRIBUTABLE TO THE OWNERSHIP, POSSESSION, CONTROL, OPERATION OR USE OF ANY PRODUCT PRIOR TO THE DELIVERY OF SUCH PRODUCT BY SELLER TO THE DELIVERY POINT; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, SELLER’S INDEMNITY OBLIGATION SHALL NOT APPLY TO THE EXTENT THAT BUYER’S NEGLIGENCE OR WILLFUL MISCONDUCT IS DETERMINED TO BE THE CAUSE OF SUCH INJURIES OR DAMAGES.
Indemnities and Liabilities. 8.1. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless Owner, and Owner’s officers, directors, shareholders, partners, joint ventures, employees, agents, affiliates, successors and assigns from and against all claims, damages, liabilities, losses, fines and penalties, and expenses, including but not limited to attorneys' fees, arising out of or resulting from Contractor’s performance of the services in connection with this Contract, provided that any such claim, damage, loss, liability, fine, penalty, or expense: (1) is attributable to bodily injury, personal injury, sickness, disease, or death, or to injury to or destruction of tangible property, including loss of use resulting there from, but only to the extent caused in whole or in part by negligent or deliberate acts or omissions of Contractor, Contractor's subcontractors, sub-subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder; and (2) breach by Contractor of its obligations, representations or warranties under the Contract Documents. Such obligations shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to a party or person described in this Article VIII in addition to all rights and remedies available at law or in equity.
Indemnities and Liabilities. 10.1. Each Council shall indemnify the other against any Loss (excluding Indirect Loss) suffered or incurred by the indemnified Council arising out of or in connection with:
Indemnities and Liabilities. 20.1 Each Council (“Indemnifying Council”) shall be wholly liable for any loss suffered by another Council (“Benefiting Council”) in relation to the operation of the Services in respect of the Indemnifying Council prior to the Commencement Date (except any accrued redundancy liabilities) and shall indemnify the Benefiting Council against any loss suffered by the Benefiting Council to the extent such loss relates to the operation of the Indemnifying Council’s Service department(s) prior to the Commencement Date.
Indemnities and Liabilities. 10.1 Each Party (“the Indemnifying Party”) shall indemnify the other Parties and keep the other Parties indemnified against any damages, costs, liabilities, losses, claims or proceedings whatsoever arising in respect of:
Indemnities and Liabilities. Subject to Condition 35 the Contractor shall hold harmless and indemnify the Authority on demand from and against all: claims;
Indemnities and Liabilities. Each party is liable for, and is required to release and indemnify each other for, all claims in respect of personal injury, death or property damage caused or contributed to (to the extent of the contribution) by the wilful default or negligent act or omission of that party or its staff. • The Access Holder is solely liable for and is required to release and indemnify QR Network for any damage to property or personal injury or death of any person being transported on Train Services except to the extent that the damage or harm is caused or contributed to (to the extent of the contribution) by the wilful default or negligent act or omission of QR Network or its staff. Unless otherwise agreed, the Access Holder shall extend to QR Network any exclusion or limitation of liability afforded by the Access Holder’s conditions of carriage with its customers.
