Common use of Parties’ Relationship Clause in Contracts

Parties’ Relationship. The Company shall provide written notice to all vendors, contractors, and any other party retained to work on the Project that neither the Tobacco Commission, Xxxxxxxxx, Xxxxxx, any broadband authority, nor the Commonwealth (the “Public Parties”) shall be liable for the Project or any payment failure or other obligation related thereto. Such written notice shall provide that by accepting work on the Project, all such vendors, contractors and other parties release and relinquish the Public Parties from any claim which might otherwise be asserted, and that each party accepting such work thereby indemnifies and holds the Public Parties, and their members, employees and agents, harmless against any and all such obligations; and further that if any action is brought against the Public Parties, or their members, employees or agents, the party accepting such work shall be liable for all legal expenses and other costs related to such action. The Company is and will be acting as an independent contractor in the performance of this Project, and agrees to be responsible, where found liable and to the extent not covered by insurance or specified by statute, for the payment of any claim for loss, personal injury, death, property damage, or otherwise arising out of any act or omission of its members, employees, or agents in connection with the performance of the Project. The Company shall at all times protect, indemnify and hold the Public Parties, the Issuer (as defined in the Tobacco Commission Grant Agreement), and the owners of the Tobacco Bonds (as defined in the Tobacco Commission Grant Agreement), and each of their respective members, directors, officers, employees, attorneys and agents (the “Section 17(d) Indemnitees”), harmless against any and all liability, losses, damages, costs, expenses, penalties, taxes, causes of action, suits, claims, demands, and judgements of any nature arising from or in connection with any misrepresentation, breach of warranty, noncompliance, or Default by or on behalf of the Company under this Agreement, including, without limitation, all claims or liability (including all claims of and liability to the Internal Revenue Service) resulting from, arising out of, or in connection with the loss of the excludability from gross income of the interest on all or any portion of the Tobacco Bonds that may be occasioned by any cause whatsoever pertaining to such misrepresentation, breach, noncompliance, or Default, such indemnification to include the reasonable costs and expenses of defending any Section 17(d) Indemnitee or investigating any claim of liability and other reasonable expenses and attorneys’ fees incurred by any Section 17(d) Indemnitee in connection therewith.

Parties’ Relationship. In connection with the award or the administration of the Grant, the Commission does not and shall not assume any liability for any financial or other obligations of the Company or the Grantee made to third parties, whether or not related to the Project. The Company shall provide written notice to all vendors, contractors, contractors and any other party retained to work on the Project that neither the Tobacco Commission, Xxxxxxxxx, Xxxxxx, any broadband authority, Commission nor the Commonwealth (the “Public Parties”) shall be liable for the Project or any payment failure or other obligation related thereto. Such written notice shall provide that by accepting work on the Project, all such vendors, contractors and other parties release and relinquish the Public Parties Commission and the Commonwealth from any claim which might otherwise be asserted, and that each party accepting such work thereby indemnifies and holds the Public PartiesCommission, and their its members, employees and agents, harmless against any and all such obligations; and further further, that if any action is brought against the Public PartiesCommission, or their its members, employees or agents, the party accepting such work shall be liable for all legal expenses and other costs related to such action. The Company is and will be acting as an independent contractor in the performance of this the Project, and agrees to be responsible, where found liable and to the extent not covered by insurance or specified by statute, for the payment of any claim for loss, personal injury, death, property damage, or otherwise arising out of any act or omission of its members, employees, employees or agents in connection with the performance of the Project. The Company Nothing contained herein shall at all times protect, indemnify and hold the Public Parties, the Issuer (as defined in the Tobacco Commission Grant Agreement), and the owners be deemed an express or implied waiver of the Tobacco Bonds (as defined in the Tobacco Commission Grant Agreement), and each of their respective members, directors, officers, employees, attorneys and agents (the “Section 17(d) Indemnitees”), harmless against any and all liability, losses, damages, costs, expenses, penalties, taxes, causes of action, suits, claims, demands, and judgements of any nature arising from or in connection with any misrepresentation, breach of warranty, noncompliance, or Default by or on behalf sovereign immunity of the Company Commission or the Commonwealth. In the event the Commission is required to take legal action under this Agreement, includingthe Company shall be liable for any of the Commission’s costs expended for the administration and enforcement of this Agreement, without limitationincluding but not limited to, all claims or liability (including all claims of reasonable attorney’s fees and liability court costs that are attributable to failure by the Company to comply with its obligations hereunder. In addition, to the Internal Revenue Service) resulting fromextent permitted by law, arising out of, or in connection with the loss Grantee shall be liable for any of the excludability from gross income Commission’s costs expended for the administration and enforcement of this Agreement, including but not limited to, reasonable attorney’s fees and court costs that are attributable to failure by the interest on all or any portion of the Tobacco Bonds that may be occasioned by any cause whatsoever pertaining Grantee to such misrepresentation, breach, noncompliance, or Default, such indemnification to include the reasonable costs and expenses of defending any Section 17(d) Indemnitee or investigating any claim of liability and other reasonable expenses and attorneys’ fees incurred by any Section 17(d) Indemnitee in connection therewithcomply with its obligations hereunder.

Parties’ Relationship. In connection with the award or the administration of the Grant, the Commission does not and shall not assume any liability for any financial or other obligations of the Grantee made to third parties, whether or not related to the Project. The Company Grantee shall provide written notice to all vendors, contractors, contractors and any other party retained to work on the Project that neither the Tobacco Commission, Xxxxxxxxx, Xxxxxx, any broadband authority, Commission nor the Commonwealth (the “Public Parties”) shall be liable for the Project or any payment failure or other obligation related thereto. Such written notice shall provide that by accepting work on the Project, all such vendors, contractors and other parties release and relinquish the Public Parties Commission and the Commonwealth from any claim which might otherwise be asserted, and that each party accepting such work thereby indemnifies and holds the Public PartiesCommission, and their its members, employees and agents, harmless against any and all such obligations; and further further, that if any action is brought against the Public PartiesCommission, or their its members, employees or agents, the party accepting such work shall be liable for all legal expenses and other costs related to such action. The Company Grantee is and will be acting as an independent contractor in the performance of this the Project, and agrees to be responsible, where found liable and to the extent not covered by insurance or specified by statute, for the payment of any claim for loss, personal injury, death, property damage, or otherwise arising out of any act or omission of its members, employees, employees or agents in connection with the performance of the Project. Nothing contained herein shall be deemed an express or implied waiver of the sovereign immunity of the Commission or the Commonwealth. The Company Grantee shall at all times protect, indemnify and hold the Public PartiesCommission, the Issuer (as defined in Issuer, the Tobacco Commission Grant Agreement), Commonwealth and the owners of the Tobacco Bonds (as defined in the Tobacco Commission Grant Agreement)Bonds, and each of their respective members, directors, officers, employees, attorneys and agents (the “Section 17(d) Indemnitees”), harmless against any and all liability, losses, damages, costs, expenses, penalties, taxes, causes of action, suits, claims, demands, demands and judgements judgments of any nature arising from or in connection with any misrepresentation, breach of warranty, noncompliance, noncompliance or Default default by or on behalf of the Company Grantee under this Agreement, including, without limitation, all claims or liability (including all claims of and liability to the Internal Revenue Service) resulting from, arising out of, of or in connection with the loss of the excludability from gross income of the interest on all or any portion of the Tobacco Bonds that may be occasioned by any cause whatsoever pertaining to such misrepresentation, breach, noncompliance, noncompliance or Defaultdefault, such indemnification to include the reasonable costs and expenses of defending any Section 17(d) Indemnitee or investigating any claim of liability and other reasonable expenses and attorneys’ fees incurred by any Section 17(d) Indemnitee in connection therewith.

Parties’ Relationship. In connection with the award or the administration of the Grant, the Commission does not and shall not assume any liability for any financial or other obligations of the Grantee made to third parties, whether or not related to the Project. The Company Grantee shall provide written notice to all vendors, contractors, contractors and any other party retained to work on the Project that neither the Tobacco Commission, Xxxxxxxxx, Xxxxxx, any broadband authority, Commission nor the Commonwealth (the “Public Parties”) shall be liable for the Project or any payment failure or other obligation related thereto. Such written notice shall provide that by accepting work on the Project, all such vendors, contractors and other parties release and relinquish the Public Parties Commission and the Commonwealth from any claim which might otherwise be asserted, and that each party accepting such work thereby indemnifies and holds the Public PartiesCommission, and their its members, employees and agents, harmless against any and all such obligations; and further further, that if any action is brought against the Public PartiesCommission, or their its members, employees or agents, the party accepting such work shall be liable for all legal expenses and other costs related to such action. The Company Grantee is and will be acting as an independent contractor in the performance of this the Project, and agrees to be responsible, where found liable and to the extent not covered by insurance or specified by statute, for the payment of any claim for loss, personal injury, death, property damage, or otherwise arising out of any act or omission of its members, employees, employees or agents in connection with the performance of the Project. The Company Nothing contained herein shall at all times protect, indemnify and hold the Public Parties, the Issuer (as defined in the Tobacco Commission Grant Agreement), and the owners be deemed an express or implied waiver of the Tobacco Bonds (as defined in the Tobacco Commission Grant Agreement), and each of their respective members, directors, officers, employees, attorneys and agents (the “Section 17(d) Indemnitees”), harmless against any and all liability, losses, damages, costs, expenses, penalties, taxes, causes of action, suits, claims, demands, and judgements of any nature arising from or in connection with any misrepresentation, breach of warranty, noncompliance, or Default by or on behalf sovereign immunity of the Company Commission or the Commonwealth. In the event the Commission is required to take legal action under this Agreement, including, without limitation, the Grantee shall be liable for all claims or liability (including all claims of and liability to the Internal Revenue Service) resulting from, arising out of, or in connection with the loss of the excludability from gross income Commission’s costs expended for the administration and enforcement of the interest on all or any portion of the Tobacco Bonds that may be occasioned by any cause whatsoever pertaining to such misrepresentationthis Agreement, breachincluding but not limited to, noncompliance, or Default, such indemnification to include the reasonable costs attorney’s fees and expenses of defending any Section 17(d) Indemnitee or investigating any claim of liability and other reasonable expenses and attorneys’ fees incurred by any Section 17(d) Indemnitee in connection therewithcourt costs.