Obligation to Defend and Indemnify Sample Clauses

Obligation to Defend and Indemnify. It is understood between the parties that SDS's obligation to defend, indemnify, save and hold harmless Sybron under the Assignment Agreement shall arise at a time specified in that Agreement which will often be prior to the time insurance proceeds will be available. The parties acknowledge that SDS's obligation to provide a defense and indemnification under the Assignment Agreement shall not be delayed pending the results of any claims made under insurance policies and that Sybron and SDS shall account between themselves at the conclusion of a matter if any financial adjustments are required due to the receipt of such proceeds.
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Obligation to Defend and Indemnify. 12.1. Wastewater Thermal Energy User shall hold harmless, indemnify and defend the County, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including but not limited to costs and reasonable attorney’s fees in defense thereof, for non-payment of wages, injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of Wastewater Thermal Energy User’s acts, errors or omissions in the performance of this Agreement, arising by reason of Wastewater Thermal Energy User’s design, construction, operation and maintenance of the Connection and/or the Project [If applicable: and/or participation in a Neighborhood District Energy Project].
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Obligation to Defend and Indemnify. RUS shall defend AssetMark, its Affiliates, the other AssetMark Entities and its and their respective directors, officers, employees, agents, contractors, successors, and assigns (each, an “AssetMark Indemnified Party”) from and against any and all claims, demands, investigations, and causes of action by third parties (each, a “Claim”) to the extent any such Claim is based on, arises from or relates to: (i) any allegation that any of the BETA System or the BETA Services, or any AssetMark’s possession or use of the same in accordance with the terms of this Agreement, infringes the patent, copyright, trademark or service xxxx right or constitutes a misappropriation of a trade secret right of any third party; (ii) any bodily injury (including death) or damage to or loss of any tangible personal or real property caused by the actions or omissions of RUS, its Affiliates, any RUS contractor or agent, or any of their Confidential Information of AssetMark and RUS respective directors, officers, employees, agents, contractors, successors, or assigns; (iii) any allegation that any of RUS’s personnel is an employee of AssetMark by virtue of performing any BETA Services under this Agreement or otherwise; or (iv) any expenses, including any taxes, which were the responsibility of RUS hereunder. In addition, RUS shall indemnify and hold each AssetMark Indemnified Party harmless from and against any and all damages, losses, fines, penalties, costs, and other amounts (including the costs of settlement and reasonable attorneys’ and experts’ fees and expenses) incurred or suffered by any such AssetMark Indemnified Party in connection with any Claim. Notwithstanding the foregoing, RUS shall not be liable nor have any obligation to indemnify the AssetMark Indemnified Parties to the extent such Claims were caused by any act or omission of AssetMark or any of its Affiliates or end users, including AssetMark’s or its Affiliates or end user’s failure to comply with this Agreement or Law; provided, however, that if an indemnity Claim arises from an assertion that there was a failure by AssetMark to comply with Law, and AssetMark believes that both parties or RUS may be responsible for the cause of such assertion, such Claim shall first be escalated to Governance for a determination of whether RUS was the primary cause and is responsible for indemnification hereunder, whether RUS should indemnify AssetMark, and whether and to what extent the related liability, damages, costs connec...
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Obligation to Defend and Indemnify. It is understood between the parties that Direct
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Obligation to Defend and Indemnify. (a) To the fullest extent permitted by law and except as specifically provided otherwise in this Agreement, upon the City's providing notice to Thales as provided in Section 5.2.1(b) as to any claim, administrative action, or lawsuit brought by a third party against the City for any loss of or damage caused by or arising from the negligent or intentional acts of Thales or its subcontractors arising from the Services, Thales shall assume the defense of said claim, administrative action, or lawsuit, indemnify and save harmless the City, its boards, commissions, officers, and employees (collectively "Indemnitees"). Subject to the requirements and limitations in Section 5.2.1(b), said indemnification shall include any and all claims, suits, actions, losses, costs, damages, injuries (including, without limitation, injury to or death of any employee of Thales or its subcontractors), expense and liability of every kind, nature, and description (including, without limitation, direct, economic, indirect, incidental and consequential (special) damages incurred by said third parties, court costs, attorneys' fees, litigation expenses, fees of expert contractors or witnesses in litigation, and costs of investigation), that arise out of, result from, are connected with, pertain or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Thales, any of its subcontractors or Affiliates, anyone directly or indirectly employed by them, or anyone that they control (collectively, “Liabilities”) in the performance of the Services.
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Obligation to Defend and Indemnify. Ecolane will defend Customer and its officers, directors, employees, and contractors against any claim, suit, action or proceeding brought by a third party alleging that Customer’s receipt or use of the Licensed Software in accordance with this Agreement infringes any United States intellectual property right or misappropriates any trade secret of that third party (each, a “Claim”), and will pay all settlements agreed to by Ecolane and damages awarded against Customer by a court of competent jurisdiction as a result of a Claim; provided, however, Ecolane will have no obligations under this Section 15 with respect to claims to the extent arising out of: (a) any instruction, information, designs, specifications or other materials provided by Customer; (b) use of the Licensed Software in combination with any materials, software, or equipment not supplied to Customer by Ecolane; (c) any modifications or changes made to the Licensed Software by or on behalf of any person or entity other than Ecolane; (d) the use of any version of the Licensed Software other than the most current release made available by Ecolane; or (e) Customer’s breach of this Agreement.
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Related to Obligation to Defend and Indemnify

  • Hold Harmless and Indemnification A. The Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City.

  • ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS Notwithstanding any limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.

  • Indemnification and Hold Harmless a. The Contractor shall be responsible for and shall indemnify, defend, and hold DSHS harmless from any and all claims, costs, charges, penalties, demands, losses, liabilities, damages, judgments, or fines, of whatsoever kind of nature, arising out of or relating to a) the Contractor’s or any Subcontractor’s performance or failure to perform this Contract, or b) the acts or omissions of the Contractor or any Subcontractor.

  • Limitation on Indemnification Obligations (a) Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.

  • 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.

  • Limitations on Indemnification Obligations (a) The amount which any Party (an "Indemnifying Party") is or may be required to pay to any Person (an "Indemnified Party") in respect of Damages or other Liability for which indemnification is provided under this Agreement shall be reduced by any amounts actually received (including Insurance Proceeds actually received) by or on behalf of such Indemnified Party (net of increased insurance premiums and charges to the extent related to Damages and costs and expenses (including reasonable legal fees and expenses) incurred by such Indemnified Party in connection with seeking to collect and collecting such amounts) in respect of such Damages or other Liability (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Indemnified Party receives any Indemnity Reduction Amounts in respect of Damages for which indemnification is provided under this Agreement after the full amount of such Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such Damages and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (A) the amount theretofore paid by the Indemnifying Party in respect of such Damages, less (B) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Indemnification of Agent Indemnitees EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE, PROVIDED THE CLAIM RELATES TO OR ARISES FROM AN AGENT INDEMNITEE ACTING AS OR FOR AGENT (IN ITS CAPACITY AS AGENT). In Agent’s discretion, it may reserve for any such Claims made against an Agent Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Lenders. If Agent is sued by any receiver, bankruptcy trustee, debtor-in-possession or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share.

  • Exculpation; Indemnification Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Sole Member, nor any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of the Sole Member, or any manager, officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Company, provided such act or omission does not constitute fraud, willful misconduct, bad faith or gross negligence. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all civil, criminal, administrative or investigative losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 11 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Board or the Sole Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 11.

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