Indemnification by the State Clause Samples

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Indemnification by the State. The State shall, only to the extent consistent with and permitted by Article VII, section 1 of the Iowa Constitution and Iowa Code chapter 669 (2011), indemnify the Contractor from and against any claim, as defined in Iowa Code section 669.2, caused directly by the negligent or wrongful acts or omissions of any employee of the State while acting within the scope of the employee’s office or employment in connection with the performance of this Contract. Contractor agrees that any claim for which indemnification is sought pursuant to this Section 9.2 will be subject to the provisions of Iowa Code chapter 669 and 543 Iowa Administrative Code rule 1, including, without limitation, those provisions which address the making and filing of claims. If the State makes any indemnity payments to the Contractor pursuant to this Section 9.2 and the Contractor thereafter collects or recovers all or a portion of such amounts from any person or third party, including from any insurance carrier, Contractor shall promptly repay such collected or recovered amounts to the State.
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Indemnification by the State. 19.2.1 The State shall defend, indemnify and hold harmless the Concessionaire from and against any and all damages, liabilities, losses, costs, expenses, demands, claims, suits, proceedings, orders, judgments, settlements, penalties, fines and other sanctions including, without limitation, legal fees incurred while defending against claims or to enforce the State’s indemnification obligations hereunder, arising out of, relating to or resulting from any of the following: 19.2.1.1 any claims for the payment of compensation to third parties in connection with the acquisition or appropriation of the Site under the Land Ordinance (Acquisition for Public Purposes) ( השיכר תועקרקה תדוקפ )רוביצ יכרצל, or for the payment of compensation under Clause 197 of the Planning and Building Law 1965, which is claimed in respect to the L.O.S.; and 19.2.1.2 any right of a third party created before the Concessionaire was granted the right to Utilize the Site by the State, as determined by a non-appealable determination of a court of competent jurisdiction, which restricts the Concessionaire’s right to Utilize the Site and which would not constitute a grounds for termination of the Agreement pursuant to Section 25.6. 19.2.2 If any Proceeding is commenced against the Concessionaire with respect to which the Concessionaire may claim that it is entitled to indemnification under Section 19.2.1.1 or if any Proceeding is commenced by or against the Concessionaire with respect to which the Concessionaire may claim that it is entitled to indemnification under Section 19.2.1.2, the Concessionaire shall give the CTA notice thereof immediately after the commencement thereof or on becoming aware of such Proceeding. 19.2.3 The CTA shall assume the defense of any Proceeding with respect to which the Concessionaire may claim that it is entitled to indemnification under Section 19.2. 1.1. The Concessionaire may not refuse to settle such Proceedings except on reasonable grounds.
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Indemnification by the State. The State will indemnify, defend and hold harmless the LEP Indemnitees from and against any and all Losses, to the extent arising, directly or indirectly, from or in connection with (i) any breach by the State of its obligations, covenants, representations or warranties contained in any Contract Document; (ii) any negligent actions or negligent omissions by the State or a State Person in connection with State’s performance of the Contract Documents; (iii) any Hazardous Materials introduced onto, or Environmental Condition created at, a Covered Facility other than by LEP or a LEP Person, including the Excluded Environmental Conditions; or (iv) any claims arising from or based on the violation by the State or a State Person of Applicable Legal Requirements in connection with the performance of State’s obligations under the Contract Documents. Notwithstanding any provision to the contrary, if there is joint, concurrent or contributing fault, negligence, gross negligence or intentional misconduct by LEP or any LEP Indemnitee, as determined through a final adjudication, including any appeals, then the State’s indemnity obligations hereunder will be limited to the proportionate fault of the State or any State Persons.
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Indemnification by the State. The State shall, only to the extent consistent with and permitted by Article VII, Section 1 of the Iowa Constitution and Iowa Code Chapter 669, indemnify the Contractor from and against any claim, as defined in Iowa Code Section 669.2, caused directly by the negligent or wrongful acts or omissions of any employee of the State while acting within the scope of the employee's office or employment in connection with the performance of this Agreement. Contractor agrees that any claim for which indemnification is sought pursuant to this Section__ will be subject to the provisions of Iowa Code Chapter 669 and 543 Iowa Admin. Code 1, including, without limitation, those provisions which address the making and filing of claims. If the State makes any indemnity payments to the Contractor pursuant to this Section __and the contractor thereafter collects or recovers all or a portion of such amounts from any person or third party, including from any insurance carrier, Contractor shall promptly repay such collected or recovered amounts to the State. Annotation: Generally, state agencies should not agree to indemnify contractors or third parties in state contracts. The Iowa constitution and Iowa Code Chapter 669 (the Iowa Tort Claims Act) severely limit the ability of the state and state agencies to indemnify contractors. State agencies should use the indemnification provision set out above only when necessary.
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Indemnification by the State. The State will indemnify and hold harmless the BREP Indemnitees from and against any and all Losses, to the extent arising, directly or indirectly, from or in connection with (i) any breach by the State of its obligations, covenants, representations or warranties contained in this Agreement; (ii) any negligent actions or negligent omissions by the State or a State Person in connection with the State’s performance of this Agreement or otherwise in the conduct and operation of the Covered Facilities; (iii) any Hazardous Materials or ACM existing at or introduced onto, or Environmental Condition created at, a Covered OSB Building other than by BREP or a BREP Person; or (iv) any claims arising from or based on the violation by the State or a State Person of Applicable Legal Requirements in connection with the performance of the State’s obligations under this Agreement. Notwithstanding any provision to the contrary, if there is joint, concurrent or contributing fault, negligence, gross negligence or intentional misconduct by BREP or any BREP Indemnitee, as determined through a final adjudication, including any appeals, then the State’s indemnity obligations hereunder will be limited to the proportionate fault of the State or any State Persons.
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Indemnification by the State. Subject to Section 13.4, the STATE shall defend, indemnify and hold harmless COMPANY, its Affiliates, and its and their directors, officers, employees and agents (each a “COMPANY Indemnified Party”) against all Losses to the extent that such Losses are sustained or incurred by COMPANY relating to, resulting from, arising out of or otherwise by virtue of: (a) Any misrepresentation or breach of a representation or warranty made herein by any of the Government Parties; (b) Non-compliance with or breach by of the Government Parties of any of the covenants or agreements contained in this Agreement to be performed by THE STATE; (c) Operation of or at the Mine that was: (i) Not conducted by COMPANY; and (ii) Conducted prior to the Project Notice Date; (d) Subject to Section 13.2(f), existing facilities previously used in connection with the Mine, except for Historic Environmental Matters for which, and to the extent that, responsibility has been assumed by COMPANY pursuant to Section 11.2; (e) Subject to Section 13.2(f), Historic Environmental Matters and, if remediation of such Historic Environmental Matter shall have been undertaken by the STATE, such remediated condition, except for Historic Environmental Matters for which, and to the extent that, responsibility has been assumed by COMPANY pursuant to Section 11.2; (f) Notwithstanding any assumption by COMPANY of the Management or remediation of, or any other responsibility for, any Historic Environmental Matter pursuant to this Agreement, the death of or injury to any person, damage to any property or any other Loss or harm arising out of or relating in any way to: (i) the operation of the Mine or any activities at the Mine prior to the Project Notice Date, (other than Operations or activities conducted by or on behalf of COMPANY or its Affiliates) or (ii) any Historic Environmental Matter, including in all cases constitutional claims, claims relating to the relocation of people, the expropriation of property, loss of enjoyment, use or value of property, damage to natural resources, business loss or interruption, pollution or contamination of air, surface or ground water or soils, toxic tort claims (including claims under the Civil Code), and private or public health claims arising from or related to any Historic Environmental Matter (collectively, “Third Party Liability”); and (g) Any claim, demand or proceeding by or on behalf of any consultant to [any of] THE STATE arising out or relating in any way to any...
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Related to Indemnification by the State

  • Indemnification by the Seller The Seller shall indemnify each Affected Person, within ten (10) days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Affected Person or required to be withheld or deducted from a payment to such Affected Person and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and (II) Taxes (other than Excluded Taxes) that arise because an Investment or any Capital is not treated for U.S. federal, state or local income and franchise tax purposes consistently with the Intended Tax Treatment (such indemnification will include any U.S. federal, state or local income and franchise taxes necessary to make such Affected Person whole on an after-Tax basis taking into account the taxability of receipt of payments under this clause (II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly upon having knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by the Administrative Agent or any Affected Person, the Seller shall pay such Indemnified Taxes directly to the relevant taxing authority or Governmental Authority (or to the Administrative Agent or such Affected Person if such Taxes have already been paid to the relevant taxing authority or Governmental Authority); provided that neither the Administrative Agent nor any Affected Person shall be under any obligation to provide any such notice to the Seller. A certificate as to the amount of such payment or liability delivered to the Seller by an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of an Affected Person, shall be conclusive absent manifest error. Notwithstanding anything to the contrary herein, the Servicer shall indemnify each Affected Person for the full amount of any Taxes described in clause (I) or clause (II) of this Section 4.03(c) to the extent that the Seller and its Affiliates have not already indemnified such Affected Person for such Taxes and without limiting any obligation of the Seller and its Affiliates to do so.

  • Indemnification by the Sellers Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

  • Indemnification by the Servicer (a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award, settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and (iii) above): (i) any representation, warranty or statement made or deemed made by the Servicer (or any of its respective officers) under or in connection with this Agreement, any of the other Transaction Documents, any Monthly Report, any Interim Report or any other written information or written report delivered by or on behalf of the Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made; (ii) the failure by the Servicer to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law; (iii) the commingling of Collections of Pool Receivables at any time with other funds; (iv) any failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement, the termination by a Collection Account Bank of any Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative Agent to a Collection Account Bank under any Account Control Agreement; (v) [reserved]; (vi) the failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; or (vii) any failure of the Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction Document. (b) If for any reason the foregoing indemnification is unavailable (other than pursuant to the exclusions contained in Section 12.02(a)) to any Servicer Indemnified Party or insufficient to hold it harmless, then the Servicer shall contribute to the amount paid or payable by such Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Servicer and its Affiliates on the one hand and such Servicer Indemnified Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Servicer and its Affiliates and such Servicer Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Servicer under this Section shall be in addition to (but without duplication of) any liability which the Servicer may otherwise have, shall extend upon the same terms and conditions to Servicer Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Servicer and the Servicer Indemnified Parties. (c) Any indemnification or contribution under this Section shall survive the termination of this Agreement.

  • Indemnification by the Company The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(h).

  • Indemnification by the Shareholders In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the ▇▇▇▇ ▇▇▇) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on the one hand, and the Company, on the other hand, (b) the beneficial ownership of shares of Common Stock by such holder and its Affiliates, (c) the name and address of such holder and (d) any additional information about such holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.