INSURANCE AND INDEMNIFICATION PROVISIONS Sample Clauses

INSURANCE AND INDEMNIFICATION PROVISIONS. In the event of any conflict or inconsistency between the terms, covenants and provisions of this Exhibit and any of the terms, covenants and provisions contained elsewhere in any of the Contract documents (including, without limitation, the general conditions and any supplementary general conditions), the terms, covenants and provisions of this Exhibit shall prevail. All defined terms set forth herein have the same meanings as are assigned to such terms in the Contract documents.
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INSURANCE AND INDEMNIFICATION PROVISIONS. 18.1 Neither party shall be liable for any claims, liabilities, or expenses arising solely out of the acts or omissions of the other party. To the extent provided by the laws of the Commonwealth of Virginia, each party shall be responsible for the acts or omissions of its students, agents, and/or employees, causing harm to persons not a party to this Agreement. The City of Falls Church is a local government and is insured through the Virginia Risk Sharing Association insurance plan for all claims up to the maximum provided in the Code of Virginia and stated in the Council approved policy June 28, 2021. The City of Falls Church is a local government and is self-insured under its own self-insurance plan for all claims up to the maximum provided in the Code of Virginia. The Subrecipient will provide a certificate of insurance upon request. Fairfax County is a local government and is self-insured under its own self-insurance plan for all claims up to the maximum provided in the Code of Virginia. Fairfax County will provide a statement of self- insurance upon request.
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INSURANCE AND INDEMNIFICATION PROVISIONS. Standard insurance and indemnification provisions.
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INSURANCE AND INDEMNIFICATION PROVISIONS. Commented [KS1]: Brenden/▇▇▇▇: Is this insurance sentence accurate? Or should it be" "The City of Falls Church is a local government and is insured through the Virginia Risk Sharing Association insurance plan for all claims up to the maximum provided in the Code of Virginia and stated in the Council approved policy June 28, 2021." 18.1 Neither party shall be liable for any claims, liabilities, or expenses arising solely out of the acts or omissions of the other party. To the extent provided by the laws of the Commonwealth of Virginia, each party shall be responsible for the acts or omissions of its students, agents, and/or employees, causing harm to persons not a party to this agreement. The City of Falls Church is a local government and is self-insured under its own self-insurance plan for all claims up to the maximum provided in the Code of Virginia. The Subrecipient will provide a certificate of insurance upon request. Fairfax County is a local government and is self-insured under its own self-insurance plan for all claims up to the maximum provided in the Code of Virginia. Fairfax County will provide a statement of self- insurance upon request.
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INSURANCE AND INDEMNIFICATION PROVISIONS. 18.1 Neither party shall be liable for any claims, liabilities, or expenses arising solely out of the acts or omissions of the other party. To the extent provided by the laws of the Commonwealth of Virginia, each party shall be responsible for the acts or omissions of its students, agents, and/or employees, causing harm to persons not a party to this agreement. ▇▇▇▇▇ is a state agency and is self-insured by the Risk Management Plan of the Commonwealth of Virginia for all claims up to the maximum provided in the Code of Virginia. ▇▇▇▇▇ will provide a certificate of insurance upon request. Fairfax County is a local government and is self-insured under its own self-insurance plan for all claims up to the maximum provided in the Code of Virginia. Fairfax County will provide a statement of self-insurance upon request.
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INSURANCE AND INDEMNIFICATION PROVISIONS. See Appendix F for Insurance and Indemnification requirements.
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Related to INSURANCE AND INDEMNIFICATION PROVISIONS

  • Insurance and Indemnification (a) Parent agrees that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time (including for acts or omissions of directors occurring prior to the Effective Time in connection with the adoption of this Agreement and the approval of the Transactions) now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries, and their respective heirs and representatives (each an "Indemnified Party"), provided in the Company Organizational Documents or Subsidiary Organizational Documents and any indemnification agreements or arrangements of the Company and the Company Subsidiaries or as to the fullest extent permitted by law shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years following the Effective Time. Parent shall cause to be included and to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws, during such six-year period following the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers and directors and advancement of expenses which are, in the aggregate, no less advantageous to the Indemnified Parties than the corresponding provisions contained in the Company Organizational Documents. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of not less than three years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use reasonable best efforts to obtain substantially similar D&O Insurance or, if not obtainable, Parent shall obtain as much D&O Insurance as can be obtained for an annual premium not in excess of 200% of the average of the premiums paid by the Company in 1998, 1999 and 2000 for D&O Insurance (the "Average Premium"); provided further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 7.6(b) in excess of 200% of the Average Premium; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 7.6(b) for such annual premium, Parent or the Surviving Corporation shall obtain as much insurance as can be obtained for an annual premium not in excess of 200% of the Average Premium. The premium for D&O Insurance for the 12-month period ending May 2002 is set forth on Section 7.6(b) of the Company Disclosure Schedule.

  • INSURANCE and INDEMNIFICATION REQUIREMENTS See Exhibit C, attached hereto, for insurance requirements for this Agreement. The COUNTY’S insurance requirements are a material provision to this Agreement.

  • Indemnification Provisions Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

  • Other Indemnification Provisions The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy any Party may have for breach of representation, warranty, or covenant.