INDEMNITY AND LIMITATION Sample Clauses

INDEMNITY AND LIMITATION. CONSULTANT shall indemnify, defend, and hold harmless CITY, its elected officials, officers, employees, and representatives against any and all claims, suits, causes of action, demands, losses, costs, and damages and liability of every kind including but not limited to all fees and charges of attorneys and other professionals and all court or other dispute resolution costs for: death or injuries to persons or for loss of or damage to property which directly or indirectly, in whole or in part are caused by, resulting from, or arising out of the intentional, reckless, negligent, or wrongful acts, errors or omissions, or other liability imposed by law of CONSULTANT, its officers, employees, agents, or representatives in the performance of services under this Agreement or any subcontractor, any supplier, any person or organization directly or indirectly employed by any of them to perform or furnish any of the work; CONSULTANT’s failure or refusal, whatever the reason, to pay subcontractors or suppliers for Work performed under the Agreement; claims by any employee of the CONSULTANT, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, CONSULTANT’S indemnification obligation 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 CONSULTANT or any subcontractor under workmen's compensation acts, disability benefit acts or other employee benefits acts. CITY shall give CONSULTANT prompt written notice of any such claims or suits filed against CITY arising out of the services provided under this Agreement. CONSULTANT agrees to defend against any claims brought or actions filed against CITY arising out of the services provided under this Agreement. If CITY’S tender of defense, based upon the indemnity provision, is rejected by CONSULTANT or CONSULTANT’S insurer, and CONSULTANT is later found by a court of competent jurisdiction to have been required to indemnify the CITY, then, in addition to any other remedies the CIY may have, CONSULTANT shall pay the CITY’S reasonable costs, expenses and attorney’s fees incurred in obtaining such indemnification, defending themselves or enforcing the indemnification provision. The insurance requirements in this agreement shall not be construed as limiting CONSULTANT'S liability. Irrespective of the requirements for CONSULTANT to carry insurance as provided herein, insolvency, bankrup...

INDEMNITY AND LIMITATION. The Parties shall indemnify and hold each other harmless for and against any loss, damage, liability or expense (including reasonable attorney’s fees) incurred by either party caused by gross negligence or willful misconduct on their respective part, arising out of or in connection with its entering into this Agreement and the carrying out of the duties under this Agreement.

INDEMNITY AND LIMITATION. The CONSULTANT agrees, to the fullest extent permitted by law, to indemnify and hold harmless the OWNER, its officers, directors and employees (collectively, CITY OF HILDALE) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the CONSULTANT’s negligent performance of professional services under this Agreement and that of its subconsultants or anyone for whom the CONSULTANT is legally liable. The CITY OF HILDALE agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, CONSULTANT) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the OWNER’s negligent acts in connection with the Project and the acts of its contractors, subcontractors or consultants or anyone for whom the CITY OF HILDALE is legally liable. Neither the CITY OF HILDALE nor the CONSULTANT shall be obligated to indemnify the other party in any manner whatsoever for the other party’s own negligence or for the negligence of others.

INDEMNITY AND LIMITATION. CONTRACTOR shall indemnify, defend, and hold harmless the CITY, from and against any and all claims, suits, actions, judgments, demands, losses, costs, expenses, damages, and liability caused solely by, resulting solely from, or arising solely out of the negligent acts, errors, or omissions of CONTRACTOR, its officers, employees, agents, or representatives in the performance of SERVICES under this Contract.

INDEMNITY AND LIMITATION. 14.1 You agree to release and indemnify, defend and hold 3DA, its directors, officers, employees and agents, harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any claim or legal action taken against you or 3DA related to or in any way connected with any use of the Service by you or any failure by you to perform your obligations in relation to these Terms provided that nothing in these Terms shall make you liable for breach of these Terms provided that you did not cause, knowingly assist or condone the continuation of such breach to continue after becoming aware of an actual breach having occurred. This indemnity shall survive the termination of these Terms. 14.2 To the extent permitted by law in no event will we (or our employees, agents and subcontractors) be liable to you for indirect, special or incidental, punitive, exemplary or consequential loss, costs, expenses and damages (or any loss of revenue, loss of data, loss of profits or loss of opportunity whether the losses be direct or indirect), suffered or incurred by you and arising out of or in connection with your access to or use of the Website and App, any linked Website and App, your reliance on any information obtained through the Website and App or your use of any services on the Website and App, regardless of whether liability is based on any breach of contract, tort (including negligence) or warranty, arises under statute, or any other basis of liability. 14.3 You agree to indemnify and hold us harmless from any claim or demand, including solicitor’s fees, made by any third party as a result of (a) any content posted or made available by you on the Website and App, (b) any violation of law that occurs by you through the Website and App, and/or (c) anything you do using the Website and App and/or the information contained therein 14.4 Any indemnity under this Agreement will be independent of any other obligation of any party and is irrevocable and will continue despite expiration or termination of this Agreement. 3DA may enforce any indemnity without or before incurring any actual expense or suffering any actual loss or damage.

INDEMNITY AND LIMITATION. (i) To indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from: a. this Licence; b. any breach of any rights granted by the Licence; and c. the exercise of any rights granted by the Licence. (ii) The Licensor is not liable for: a. the death of, or injury to the Licensee, its employees, customers or invitees to the Land; or b. damage to any property of the Licensee or that of the Licensee’s employees, customers or other invitees to the Land; or c. any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by the Licensee or the Licensee’s employees, customers or other invitees to the Land in the exercise or purported exercise of the rights granted by this Licence. The Licensor hereby covenants with the Licensee as follows: 1) For the duration of this Licence to conduct activities on the Land in a manner which ensures the Licensee is able to pursue their Shooting Rights. 2) To conduct all agricultural and forestry operations on the Land with due consideration for the welfare of game, particularly during the breeding/ nesting season and to ensure no forestry operations are carried out on identified shoot days. 3) To keep all rides in woodlands properly trimmed and free from obstruction and provide stock proof fences to ▇▇▇▇▇, plantations and cover crops where required. 4) To renew, replace and manage the existing woodland and wildlife habitat as far as possible according to the best interests of game and other wildlife. 5) To notify the Licensee on a periodic basis of management proposals such as planting, felling or cropping on the Land. 6) To provide a suitable rearing area on the Land and allow the Licensee to temporarily fence the same whilst in use. 7) To allow the erection of game bird release pens on sites previously approved by both the Licensor and Licensee and in accordance with requirements of planning authorities 8) To take all lawful and reasonable steps to assist in the apprehension and prosecution of persons found poaching or trespassing in search of game or the eggs of game. The good name of shooting and the ability to defend it depend on everyone involved following the Code of Good Shooting Practice (the Code). The Code embodies fundamental respect for the quarry species, and care for the environment. Sustainable shooting, paying attention to management of habitat and av...

INDEMNITY AND LIMITATION. 6.1 The User fully indemnifies and agrees to hold harmless FENZ and the Support Services Supplier against all liability, loss, damage, claim, cost or injury (including direct or consequential loss and damage and legal costs on a solicitor client basis) suffered by FENZ and the Support Services Supplier resulting from: (a) any breach of these terms and conditions by the User, including any: (i) unauthorised use, copying, alteration, modification or adaptation of the FWSYS Application, Licensed Intellectual Property or Information; or (ii) unauthorised disclosure or dissemination of Licensed Intellectual Property or Information to a third party and any loss or damage caused, or contributed to, by that third party; (b) the User's access to, use or disclosure of, or reliance upon Licensed Intellectual Property or Information (other than in accordance with these terms and conditions); or (c) any interruption to the continuing operation of the FWSYS Application caused by the User's breach of these terms and conditions. 6.2 The User acknowledges that there is inherent uncertainty in meteorological and environmental forecasts and that the FWSYS Application and Information are provided “as is” without warranties of any kind, either express or implied, including accuracy, completeness, correctness, timeliness or fitness for any particular purpose. FENZ does not make any representations or give any warranties that: (a) the Information is error free, complete or up to date; (b) the Information may be used for any particular purpose, or give any particular results or outcomes; (c) the flow or provision of the Information from the FWSYS Application will not be interrupted for whatever reason, or available at particular times; and/or (d) the FWSYS Application, Licensed Intellectual Property or the Information will not infringe any third party’s intellectual property rights. 6.3 To the extent permitted by law, the User acknowledges and agrees that it assumes the sole risk of assessing, evaluating, interpreting and applying the FWSYS Application and the Information and that FENZ is not in any way liable for any loss, damage or injury suffered by the User, or any other person (whether in contract, tort (including negligence) or otherwise) due to the User’s use or possession of the FWSYS Application, Licensed Intellectual Property or the Information or the existence of any errors therein. 6.4 The User agrees that as it is accessing the FWSYS Application and obtaining License...

INDEMNITY AND LIMITATION. 10.1 The Supplier (whether or not this Agreement has been terminated) will at all times save harmless and keep fully indemnified the Company from and against any actions, claims, proceedings, losses, costs, expenses and demands (including costs and expenses in defending such matter and its proper settlement) incurred or suffered by Company in connection with any Third-Party claim, suit, demand, action, or investigation brought against the Company, howsoever arising, except where such matter arises out of the negligence of the Company. 10.2 Whether or not this Agreement has been terminated, except as expressed elsewhere neither party shall be liable to the other for failure to perform obligations under this Agreement nor for any loss, damage or delay resulting from, but not limited to, an Act of God, fire or flood, riot or industrial dispute, legal restrictions or any matter outside of the control of the parties ( ‘Force Majeure Event’). 10.3 The party affected by a Force Majeure Event shall promptly give written notice of the nature and likely duration (if it can be assessed) of the Force Majeure Event. If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labour dispute, earthquake, fire, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control, such party will be excused from performance of any such duty or obligation for the period during which such condition exists. 10.4 Should any Force Majeure Event continue for a period of 30 (thirty) days or more, either party shall be entitled to terminate this Agreement forthwith and the provisions of this Agreement relating to the consequences of termination shall thereupon take effect.

INDEMNITY AND LIMITATION. Architect hereby agrees to hold harmless and indemnify County, its officers, agents, and employees from and against all liability, claims, damages, losses or expenses, including attorney's fees, arising out of or resulting from Architect's and/or any of their sub-contractor's employees', agents', or officers' conduct, performance, act(s), error(s) or omission(s) relating in any manner whatsoever to this Agreement. Receipt by County of Architect's services under this Agreement, review by County of any plans, specifications and documents by Architect, and County authorizations for Architect to proceed with the various phrases of services shall not be construed as approval of Architect's work product by County or as the giving of instructions or directions by County. The indemnity required hereunder shall not be limited by reason of the specification of any particular insurance coverage in this Agreement.