Contract Indemnification Sample Clauses

Contract Indemnification. 19.2.1 Grantee’s contracts shall require the other party to such contract that is not a unit of local government as defined in ORS 190.003, if any, to indemnify, defend, save, and hold harmless the State of Oregon, the Oregon Transportation Commission and its members, and the Oregon Department of Transportation, and its officers, agents and employees, from and against any and all claims, suits, actions, liabilities, damages, losses, cost and expenses, including attorneys’ fees, of any nature whatsoever resulting from, arising out of or relating to, in whole or in part, by the negligent or willful acts or omissions of the other party to ▇▇▇▇▇▇▇’s contract or any of such party’s officers, agents, employees or subcontractors (“Claims”). It is the specific intention of the Parties that ODOT shall in all instances, except for Claims arising solely from the negligent or willful acts or omissions of ODOT, be indemnified by the other party to ▇▇▇▇▇▇▇’s contracts from and against any and all Claims. 19.2.2 Any such indemnification shall also provide that neither Grantee’s contractors nor any subcontractors, nor any attorney engaged by ▇▇▇▇▇▇▇’s contractors or subcontractors shall defend any claim in the name of ODOT or any agency of the State of Oregon, nor purport to act as legal representative of the State of Oregon or any of its agencies, without the prior written consent of the Oregon Attorney General. The State may, at any time at its election, assume its own defense and settlement in the event that it determines that ▇▇▇▇▇▇▇’s contractors or subcontractors is prohibited from defending the State, or that ▇▇▇▇▇▇▇’s contractors or subcontractors is not adequately defending the State’s interests, or that an important governmental principle is at issue or that it is in the best interests of the State to do so. The State reserves all rights to pursue claims it may have against ▇▇▇▇▇▇▇’s contractors or subcontractors if the State of Oregon elects to assume its own defense. 19.2.3 Grantee shall include provisions in each of its contracts requiring its contractors or subcontractors to comply with the indemnification requirements within this Contract Indemnification section.
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Contract Indemnification. Seller shall execute a document whereby Seller shall indemnify, defend and hold harmless Buyer with respect to any claims, damages, liabilities or obligations arising out of or in connection with any third party contracts with respect to the Restaurants or Properties.
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Contract Indemnification. Producer will indemnify, defend and hold harmless Bunge and its Affiliates (as defined below), and each of their employees and agents, from and against any and all liabilities, costs and expenses (including, without limitation, attorneys fees) arising out of, relating to or resulting from any Contracts and the obligations of Producer thereunder, except to the extent such liabilities, costs and expenses arise out of the gross negligence or intentional misconduct of Bunge. Bunge will indemnify, defend and hold harmless Producer and its employees and agents from and against any and all liabilities, costs and expenses (including, without limitation, attorneys fees) arising out of, relating to or resulting from the gross negligence or intentional misconduct of Bunge in connection with any Contracts; provided that Bunge’s aggregate obligations under this sentence in any fiscal year will not exceed the total amount of the Agency Fees actually paid by Producer during such fiscal year. “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the party specified, where “control” or “controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise. “Person” means any individual, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other entity of whatever nature.
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Contract Indemnification. From and after the Closing Date Holdings shall indemnify and hold harmless the Company and its Subsidiaries (including FDESI) from and against any and all loss, cost and expense arising from or as a result of a breach by Holdings or FDESI of the representations and warranties contained in Section 4.13 hereof.
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Contract Indemnification 
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Related to Contract Indemnification

  • Client Indemnification Client will, at its expense, indemnify and defend Oracle from and against any liabilities, losses, damages, costs, and expenses resulting from Client’s or its personnel’s use of the Services or Data Set in violation of the terms of this Agreement (including any privacy obligations),

  • PATENT INDEMNIFICATION The Contractor agrees to assume the defense of and shall indemnify and save harmless the Owner and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, Equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the Owner may elect, replace such material, Equipment or apparatus with non-infringing material, Equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.