DEFENSE AND INDEMNIFICATION definition

DEFENSE AND INDEMNIFICATION. If this order involves performance of labor or other services by Seller on the property of Xxxxx, Xxxxxx agrees to defend, indemnify and hold Xxxxx harmless from all claims and demands asserted for loss of life, personal, injury, or property damage arising out of or resulting from the performance of such labor or services. Xxxxxx agrees to comply with all federal, state and local safety laws, rules and regulations to defend, indemnify and hold Buyer harmless against all liability for Seller's failure to comply. If Seller is required by this contract to perform work on Xxxxx's property, Xxxxxx agrees to follow any additional safety rules and regulations imposed by the Buyer covering Seller's work and Xxxxxx agrees additional safety rules and regulations imposed by the Buyer covering Xxxxxx's work and Xxxxxx agrees to defend, indemnify and hold Buyer harmless from any liability for any damage or injury in any way caused by Seller's failure to comply with such rules or regulations or the failure of Seller's subcontractors, if any, to comply.
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Examples of DEFENSE AND INDEMNIFICATION in a sentence

  • THE LIABILITY AND DUTY OF DEFENSE AND INDEMNIFICATION ASSUMED BY LICENSEE SHALL NOT BE AFFECTED BY ANY LOSS, DAMAGE, DEATH, OR INJURY OCCASIONED BY OR CONTRIBUTED BY THE NEGLIGENCE OF LANDOWNER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, OR OTHERWISE, UNLESS SUCH INJURY OR DAMAGE IS CAUSED BY THE SOLE NEGLIGENCE OF LANDOWNER.

  • THE LIABILITY AND DUTY OF DEFENSE AND INDEMNIFICATION ASSUMED HEREIN SHALL NOT BE AFFECTED BY NEGLIGENT ACTS OR OMISSIONS OF LANDOWNER OR HLRBO UNLESS SUCH INJURY OR DAMAGE IS CAUSED BY THE SOLE NEGLIGENCE, GROSS NEGLIGENCE, OR INTENTIONAL, WILLFUL AND WANTON MISCONDUCT OF LANDOWNER OR HLRBO.

  • In the event of the death or disability of me or my Minor Child, I agree that all terms and conditions (including specifically the ASSUMPTION OF RISK, WAIVER OF LIABILITY and DEFENSE AND INDEMNIFICATION provisions) will be binding on my estate, heirs, next of kin, assigns, personal representatives, executors, administrators and/or guardians, all of whom are obligated to respect and enforce my agreements herein.

  • By signing this Agreement, I am binding eachof my Minor Member(s) to its terms, including but not limited to the ASSUMPTION OF RISK, WAIVER OF LIABILITY, DEFENSE AND INDEMNIFICATION provisions.

  • H-25 DEFENSE AND INDEMNIFICATION OF EMPLOYEES (a) The Parties recognize that the Contractor could be required to defend and indemnify its officers and employees from and against civil actions and other claims which arise out of the performance of work under this Contract.

  • CLAUSE H.32 - RESERVED CLAUSE H.33 - RESERVED CLAUSE H.34 - RESERVED CLAUSE H.35 - RESERVEDCLAUSE H.36 - RESERVED CLAUSE H.37 - DEFENSE AND INDEMNIFICATION OF EMPLOYEES (a) The Parties recognize that, under applicable State law, the Contractor could be required to defend and indemnify its officers and employees from and against civil actions and other claims which arise out of the performance of work under this Contract.

  • THIS EXCLUSION WILL NOT APPLY TO EITHER PARTY’S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, COMPANY’S DEFENSE AND INDEMNIFICATION OBLIGATIONS, VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR ANY DIRECT OR INDIRECT LOSS OF PROFITS, DATA, BUSINESS, OR ANTICIPATED SAVINGS DUE TO FRAUD OR GROSS NEGLIGENCE.

  • OWNER SHALL RETAIN DEFENSE COUNSEL WITHIN 10 BUSINESS DAYS OF WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHTS TO DEFENSE AND INDEMNIFICATION, AND IF OWNER DOES NOT DO SO, CITY MAY RETAIN ITS OWN DEFENSE COUNSEL IF REASONABLY NECESSARY AND OWNER WILL BE LIABLE FOR ALL REASONABLE COSTS AND EXPENSES OF SUCH COUNSEL INCURRED UNTIL OWNER HAS RETAINED DEFENSE COUNSEL.

  • Moreover, for spherical 1-knots, we have also the important notion of a ribbon knot (see, for example, [Rl]).

  • EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND EXCEPT FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ANY BREACH OF SECTION 2.6 (RESTRICTIONS) OR SECTION 9 (CONFIDENTIALITY) OR DEFENSE AND INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT WILL, UNDER NO CIRCUMSTANCES, EXCEED THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT TO ISB.

Related to DEFENSE AND INDEMNIFICATION

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Claim has the meaning set forth in Section 12.3.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnified Parties has the meaning set forth in Section 8.2.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).