Defense and Indemnity Sample Clauses

Defense and Indemnity. The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits. After a final judgment or settlement, the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party in connection with the performance of this Agreement. The Party shall indemnify the State and its officers and employees if the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party or an agent of the Party in connection with the performance of this Agreement. Notwithstanding any contrary language anywhere, in no event shall the terms of this Agreement or any document furnished by the Party in connection with its performance under this Agreement obligate the State to (1) defend or indemnify the Party or any third party, or (2) otherwise be liable for the expenses or reimbursement, including attorneysfees, collection costs or other costs of the Party or any third party.
Defense and Indemnity. Consultant shall investigate, defend, and indemnify City, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general liability, automobile, infringement of any intellectual property rights (including, copyright, patent and trademark), or professional errors and omissions arising out of, directly or indirectly, any error, negligence, recklessness, or omission of Consultant or any of Consultant’s officers, agents, employees, representatives, sub-consultants, or subcontractors, or the willful misconduct of Consultant or any of Consultant’s officers, agents, employees, representatives, sub-consultants, or subcontractors, in performing the services described in, or normally associated with, the work required under this Agreement, or breach by Consultant of this Agreement. The duty to defend shall include any suits or actions concerning any activity, product or work required under this Agreement, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
Defense and Indemnity. Each of the Parties shall defend, indemnify and hold each other and their officers, directors, stockholders, employees, agents, attorneys, representatives, affiliates, successors and assigns (collectively, an “Indemnified Party”) harmless from and against any and all civil or criminal demands, claims, actions, causes of action, liabilities, suits, proceedings, judgments, investigations or inquiries (each such third-party action, claim or proceeding, a “Claim”), and any settlement thereof, and all related expenses, including, but not limited to, all litigation expenses, including reasonable attorneysfees and court costs, and settlement amounts (collectively, “Losses”), that directly or indirectly arise out of an Indemnified Party’s activities under this Agreement including but not limited to (A) any failure to comply with any applicable law, (B) Claims based on personal injury, death or property damage; (C) a Party’s dealings or relationships with any third parties (including, without limitation, any contractors, sales agents, employees, etc.) and/or the termination of any such relationships; (D) any unauthorized use of the Property or use of the intellectual property of third parties by either party in a manner not authorized by this Agreement; (E) any breach of any Party’s representations, warranties, covenants or agreements contained herein; (F) the gross negligence or willful misconduct of either Party and/or any of its contractors; and/or (G) any tax or federal penalty related to any Licensed Dispensary and/or any business of either Party. A Party’s indemnification obligations under this section shall not be in any way limited to or restricted by their available insurance coverage (notwithstanding Licensor’s participation in establishing the required levels of insurance coverage) or any approvals granted by Licensor. This section shall survive termination of this Agreement.
Defense and Indemnity. To the fullest extent permitted by law, the Subcontractor agrees to indemnify and hold harmless FirstOnSite, Customer and their respective agents, employees, successors, and assigns from and against all claims, damages, losses, and expenses, including but not limited to attorney’s fees, arising out of or resulting from the performance, or lack thereof, of the Subcontract Work under this Agreement and subsequent Purchase Orders, provided that any such claim, damage, loss, or expense is: (i) attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Subcontract Work itself), including the loss of use resulting therefrom; or (ii) it is caused by the negligence, breach of contract, breach of representation or warranty under this Agreement, willful misconduct or other legal fault of the Subcontractor or anyone directly or indirectly employed by him, her, or it or anyone for whose acts he, she, or it may be liable (“Subcontractor Indemnification Obligations”). 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 any party or person described in this provision. The Subcontractor Indemnification Obligations under this paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Subcontractor. Subcontractor shall defend all suits brought against FirstOnSite or Customer on account of any such injuries or damage and shall reimburse FirstOnSite for any expenses including reasonable attorney’s fees, sustained by FirstOnSite by reason of such injury or damage, or arising from the claim of such injury or damage and agrees to employ attorneys acceptable to FirstOnSite.
Defense and Indemnity. If any third party makes any claim against InuuxData that InuuxData’s use of any Customer Materials infringes any third party patent existing under the laws of the United States or Canada, or infringes or violates any third party copyright, trademark, service mark, privacy right or data protection right, or results from any misappropriation by Customer of such third party’s trade secrets or privacy rights (collectively, a “Customer Infringement”) then, upon notification of such claim, Customer will, at its sole cost and expense, defend InuuxData against such claim and any related proceeding brought by such third party against Customer, and Customer will indemnify InuuxData from and against all damages finally awarded against InuuxData or agreed to be paid by InuuxData in a written settlement approved in writing by Customer, and resulting from the Customer Infringement. Customer’s obligations under this Section 9.2.1 are conditioned upon InuuxData’s compliance with the Indemnification Conditions.
Defense and Indemnity. If any third party makes any claim against Modjoul that alleges a non-conformance with the Customer Consent Obligation (defined in Section 7.1.2) then, upon notification of such claim, Customer will (subject to Section 8.3 below), at its sole cost and expense, defend Modjoul against such claim and any related proceeding or investigation brought by such third party against Modjoul, and Customer will indemnify Modjoul from and against all damages, fines and penalties finally awarded against Modjoul or agreed to be paid by Modjoul in a written settlement approved in writing by Customer, and resulting from the non-conformance. Customer’s obligations under this Section 8.2.1 are subject to Modjoul’s compliance with the Indemnification Conditions.
Defense and Indemnity. Developer shall indemnify, defend and hold City, its elected and appointed commissions, officers, agents, and employees harmless from and against any and all actual and alleged damages, claims, costs and liabilities, arising out of this Agreement, including, without limitation, contractual and statutory claims, and those arising out of the personal injury or death of any third party, or damage to the property of any third party, to the extent such damages, claims, costs or liabilities arose out of or in connection with the Agreement or the operations of the Project under this Agreement by Developer or by Developer’s contractors, subcontractors, agents or employees, provided that Developer shall not be obligated to indemnify, defend, or hold City harmless for damages, claims, costs and liabilities arising out of City’s sole negligence or willful misconduct. Nothing in this Article 7 shall be construed to mean that Developer shall defend, indemnify or hold City harmless from any damages, claims, costs or liabilities arising from, or alleged to arise from, activities associated with the maintenance or repair by City or any other public agency of improvements that have been offered for dedication and accepted by City or such other public agency. City and Developer may from time to time enter into subdivision improvement agreements, as authorized by the California Subdivision Map Act, or other agreements related to the Project, which agreements may include defense and indemnity provisions different from those contained in this Article 7. In the event of any conflict between such provisions in any such subdivision improvement agreements or other Project agreements and the provisions set forth above, the provisions of such subdivision improvement agreement or other Project agreements shall prevail.
Defense and Indemnity. CITY shall not be liable for, and OWNER and its successors in interest shall defend and indemnify CITY and the employees and agents of CITY (collectivelyCITY PARTIES”), against any and all claims, demands, liability, judgments, awards, fines, mechanic’s liens or other liens, labor disputes, losses, damages, expenses, charges or costs of any kind or character, including attorneysfees and court costs (hereinafter collectively referred to as “CLAIMS”), related to this Agreement and arising either directly or indirectly from any act, error, omission or negligence of OWNER, OWNER’s successors, or their contractors, licensees, agents, servants or employees, including, without limitation, claims caused by the concurrent negligent act, error or omission, whether active or passive, of CITY PARTIES. OWNER shall have no obligation, however, to defend or indemnify CITY PARTIES from a claim if it is determined by a court of competent jurisdiction that such claim was caused by the sole negligence or willful misconduct of CITY PARTIES. Nothing in this Agreement, CITY’s approval of the subdivision or other applications or plans and specifications, or inspection of the work, is intended to acknowledge responsibility for any such matter, and CITY PARTIES shall have absolutely no responsibility or liability therefor unless otherwise provided by applicable law.
Defense and Indemnity. Employees covered hereunder shall be governed by existing Florida law and University policy and practice concerning defense of lawsuits and payment of judgments.