Insurance, Indemnification and Liability Sample Clauses

Insurance, Indemnification and Liability. 10.1 The Representative hereto agree to indemnify, defend, and hold the Distributor (the Indemnifying Party) harmless from any costs, loss, expenses, damages or liabilities (“Damages”) to the extent such arise as a result of third-party claims arising directly as a result of a material breach of this Agreement. The indemnifying party shall pay resulting costs and damages finally awarded or agreed to in a settlement, provided the indemnified party: (i) makes no admission of the alleged claim; (ii) gives the indemnifying party written notice of any action filed or threatened; (iii) gives the indemnifying party sole authority and control of the defense of any action and all related settlement negotiations; and (iv) furnishes all information and assistance necessary for the defense of the action as reasonably requested.
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Insurance, Indemnification and Liability. 1. Throughout the term of this Agreement, Practitioner shall maintain, at his or her expense, general and professional liability coverage in a form and amount acceptable to OhioHealthy. Unless otherwise determined OhioHealthy, the minimum limits for both coverages shall be $1 million per occurrence /$3 million in the aggregate. Upon request, Practitioner shall provide certificates evidencing such coverage. In the event Practitioner has a "claims made" policy, and changes professional liability insurance carriers during the term of this Agreement, such party shall either acquire appropriate "tail" insurance from the prior carrier or "prior acts" coverage from the new carrier, and shall provide OhioHealthy or it’s designee with a certificate or other appropriate evidence of such continuous coverage, upon request.
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Insurance, Indemnification and Liability. A. The Owner shall provide proof of, and will maintain at all times, a general liability insurance policy for personal and property damage in the amount of at least $100,000. In residential applications a standard homeowner’s policy in at least this amount may meet this requirement.
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Insurance, Indemnification and Liability. (a) Participant shall pay for, maintain and keep in full force and effect the appropriate insurance concerning the operations and liabilities of the participant relevant to this agreement, including but not limited to, vehicle insurance and workers compensation insurance as required in Chapter 58 of TLC Rules. Neither the City nor its officials nor its employees shall be responsible to Medallion Owner/Agent, any vehicle owner, or any of their respective agents, employees, contractors, drivers, passengers, pedestrians or to any other party, in the event of any injuries, damages, losses or liabilities arising out of the pilot project or this Agreement, including but not limited to any personal injury or property damage. The Medallion Owner/Agent shall be solely responsible for all physical injuries or death to its agents, servants, or employees or to any other person or damages to any property sustained during its work on the pilot project under this Agreement resulting from any act of omission or commission or error in judgment of any of its officers, trustees, employees, agents, servants, or independent contractors. To the fullest extent permitted by Law, the Medallion Owner/Agent shall defend, indemnify, and hold harmless the City, including its officials and employees, against any and all claims (even if the allegations of the claim are without merit), judgments for damages on account of any injuries or death to any person or damage to any property, and costs and expenses to which the City or its officials or employees, may be subject to or which they may suffer or incur allegedly arising out of any of the operations of the Medallion Owner/Agent and/or any of its officers, trustees, employees, agents, servants, and independent contractors under this Agreement to the extent resulting from any negligent act of commission or omission, any intentional tortious act, and/or the failure to comply with law or any of the requirements of this Agreement. Insofar as the facts or law relating to any of the foregoing would preclude the City or its officials or employees from being completely indemnified by the Medallion Owner/Agent, the City and its officials and employees shall be partially indemnified by the Medallion Owner/Agent to the fullest extent permitted by law.
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Insurance, Indemnification and Liability a. The COLLEGE is an institution of the State of New Mexico and as such is covered for public liability insurance, workers’ compensation, general liability, auto liability, professional liability and medical malpractice through the New Mexico State Risk Management Division for liability under the New Mexico Tort Claims Act. The New Mexico State Risk Management Division is prohibited from extending free public liability fund coverage to private third party entities. Therefore the COLLEE cannot additional insure or indemnify a third party on any insurance policy now in place or which may be in force during the term of this AGREEMENT. If requested, the COLLEGE shall provide a Certificate of Insurance.
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Insurance, Indemnification and Liability. A. Licensee shall be liable for any and all claims, liabilities, damages, and expenses whether to person, property or other interests (including but not limited to attorney’s fees) (collectively, “losses”) that arise out of or relate to any threatened, alleged or actual violation or breach of any provision of or duty owed under this agreement by licensee and/or any agents, employees or contractors of licensee and/or the activities of any agents, employees or contractors of licensee and/or the activities of any event invitees and agrees to hold harmless and indemnify CCPR from and against the same.
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Insurance, Indemnification and Liability. (a) Participant shall pay for, maintain and keep in full force and effect the appropriate insurance concerning the operations and liabilities of the participant relevant to this agreement, including but not limited to, vehicle insurance and workers’ compensation insurance.
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Insurance, Indemnification and Liability 
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Related to Insurance, Indemnification and Liability

  • Indemnification and Liability A. Neither the Contractor, OSC, nor the State shall be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility or sabotage; act of God; electrical, internet or telecommunications outage that is not caused by the obligated party; or government restrictions, or other force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such force majeure events upon performance of their respective duties under this Agreement. If such event continues for more than 90 days, either party may terminate all or any agreed upon portion of the Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC.

  • INSURANCE/INDEMNIFICATION A. The School agrees to provide the following proof of insurance:

  • Liability Indemnification and Insurance 9.1 Each Party's obligations and liabilities to the other arising out of or in connection with the provision of the Services and any other services provided hereunder shall be only those expressly set out in this Agreement together with those obligations which are implied by law but only to the extent that they cannot be restricted, limited or excluded;

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Indemnification and General Liability Section 10.4 Required Post-Expiration Coverage.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • INDEMNIFICATION; LIABILITY a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.

  • Liability; Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • Union Indemnification In consideration of full and active participation by the member organizations of the Coalition in the WPS program, and in recognition of the potential liability which might result solely from that participation, Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. agree that they, or one of the subsidiary health plan organizations of Xxxxxx Foundation Health Plan, Inc., will indemnify Coalition unions and their officers and employees, and hold them harmless against any and all suits, claims, demands and liabilities arising from or relating to their participation in WPS with Xxxxxx Permanente.

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