Insurance, Indemnification and Liability Sample Clauses

Insurance, Indemnification and Liability. 1. Throughout the term of this Agreement, Practitioner shall maintain, at his or her expense, general and professional liability coverage in a form and amount acceptable to OhioHealthy. Unless otherwise determined OhioHealthy, the minimum limits for both coverages shall be $1 million per occurrence /$3 million in the aggregate. Upon request, Practitioner shall provide certificates evidencing such coverage. In the event Practitioner has a "claims made" policy, and changes professional liability insurance carriers during the term of this Agreement, such party shall either acquire appropriate "tail" insurance from the prior carrier or "prior acts" coverage from the new carrier, and shall provide OhioHealthy or it’s designee with a certificate or other appropriate evidence of such continuous coverage, upon request. 2. Each party agrees to indemnify and hold harmless the other party and its directors, managers, officers, employees and agents from any and all actions, causes of actions, claims, damages or losses of any kind, including reasonable attorney's fees, incurred by such other party to the extent resulting from the intentional, reckless, or negligent acts or omissions of the indemnifying party and its employees and agents. For purposes of this paragraph 2, a party, its employees, and agents shall not be considered agents of the other party. 3. OhioHealthy, and affiliate of OhioHealthy, and a manager, officer, committee member, employee, or agent of OhioHealthy, or an OhioHealthy affiliate (collectively, “ OhioHealthy Persons”) shall not be liable to Practitioner for damages resulting from any action taken or recommendation made by any of the OhioHealthy Persons within the scope of the functions of such OhioHealthy Person’s position with OhioHealthy or an OhioHealthy affiliate, if such OhioHealthy Person acts without malice, and in the belief that such action or recommendation is warranted by the facts known to such OhioHealthy Person.
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Insurance, Indemnification and Liability. 10.1 The Representative hereto agree to indemnify, defend, and hold the Distributor (the Indemnifying Party) harmless from any costs, loss, expenses, damages or liabilities (“Damages”) to the extent such arise as a result of third-party claims arising directly as a result of a material breach of this Agreement. The indemnifying party shall pay resulting costs and damages finally awarded or agreed to in a settlement, provided the indemnified party: (i) makes no admission of the alleged claim; (ii) gives the indemnifying party written notice of any action filed or threatened; (iii) gives the indemnifying party sole authority and control of the defense of any action and all related settlement negotiations; and (iv) furnishes all information and assistance necessary for the defense of the action as reasonably requested.
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Insurance, Indemnification and Liability. 10.1 The Representative hereto agree to indemnify, defend, and hold the Distributor (the Indemnifying Party) harmless from any costs, loss, expenses, damages or liabilities (“Damages”) to the extent such arise as a result of third-party claims arising directly as a result of a material breach of this Agreement. The indemnifying party shall pay resulting costs and damages finally awarded or agreed to in a settlement, provided the indemnified party: (i) makes no admission of the alleged claim; (ii) gives the indemnifying party written notice of any action filed or threatened; (iii) gives the indemnifying party sole authority and control of the defense of any action and all related settlement negotiations; and (iv) furnishes all information and assistance necessary for the defense of the action as reasonably requested. 10.2 With the exception of Damages arising from), sections 8 (Representations, Warranties and covenants) and section 6 (Trademarks and Tradenames) under this Agreement or (ii) fraud or fraudulent misrepresentations, in no event shall: (a) either party be liable to the other or to any third-party for special, incidental, indirect, punitive, exemplary or consequential damages whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise; and (b) Either Party’s liability for Damages exceed the greater of: (i) one year’s average Commissions paid to Representative or (ii) Two Million Pounds Sterling (£).
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Insurance, Indemnification and Liability. (a) Participant shall pay for, maintain and keep in full force and effect the appropriate insurance concerning the operations and liabilities of the participant relevant to this agreement, including but not limited to, vehicle insurance and workers compensation insurance as required in Chapter 58 of TLC Rules. Neither the City nor its officials nor its employees shall be responsible to Medallion Owner/Agent, any vehicle owner, or any of their respective agents, employees, contractors, drivers, passengers, pedestrians or to any other party, in the event of any injuries, damages, losses or liabilities arising out of the pilot project or this Agreement, including but not limited to any personal injury or property damage. The Medallion Owner/Agent shall be solely responsible for all physical injuries or death to its agents, servants, or employees or to any other person or damages to any property sustained during its work on the pilot project under this Agreement resulting from any act of omission or commission or error in judgment of any of its officers, trustees, employees, agents, servants, or independent contractors. To the fullest extent permitted by Law, the Medallion Owner/Agent shall defend, indemnify, and hold harmless the City, including its officials and employees, against any and all claims (even if the allegations of the claim are without merit), judgments for damages on account of any injuries or death to any person or damage to any property, and costs and expenses to which the City or its officials or employees, may be subject to or which they may suffer or incur allegedly arising out of any of the operations of the Medallion Owner/Agent and/or any of its officers, trustees, employees, agents, servants, and independent contractors under this Agreement to the extent resulting from any negligent act of commission or omission, any intentional tortious act, and/or the failure to comply with law or any of the requirements of this Agreement. Insofar as the facts or law relating to any of the foregoing would preclude the City or its officials or employees from being completely indemnified by the Medallion Owner/Agent, the City and its officials and employees shall be partially indemnified by the Medallion Owner/Agent to the fullest extent permitted by law. (b) To the fullest extent permitted by law, the Medallion Owner/Agent shall defend, indemnify, and hold harmless the City, including its officials and employees, against any and all claims (even if th...
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Insurance, Indemnification and Liability. A. Licensee shall be liable for any and all claims, liabilities, damages, and expenses whether to person, property or other interests (including but not limited to attorney’s fees) (collectively, “losses”) that arise out of or relate to any threatened, alleged or actual violation or breach of any provision of or duty owed under this agreement by licensee and/or any agents, employees or contractors of licensee and/or the activities of any agents, employees or contractors of licensee and/or the activities of any event invitees and agrees to hold harmless and indemnify CCPR from and against the same. B. Under no circumstances shall the City of Carmel, Clay Township, Carmel Clay Board of ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ & Recreation, any of their respective officers, agents or employees be liable for any injury, damage or loss of personal property caused by the negligence or misconduct of the licensee or any officers, agents, employees or invitees of licensee and/or for any damage caused by such persons to, on or about the licensed space.
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Insurance, Indemnification and Liability. A. The Owner shall provide proof of, and will maintain at all times, a general liability insurance policy for personal and property damage in the amount of at least $100,000. B. Owner shall indemnify, defend, and hold harmless the City, its employees, agents, successors, assigns, subsidiaries and affiliates, from and against any and all claims, demands, liens, lawsuits, judgments or actions of whatsoever nature that may be brought on account of the installation, maintenance, operation, repair, or replacement of the PV System or any component equipment of the PV System. C. Owner is responsible for protecting the PV System from damage resulting or arising from the normal conditions and operations of the City System in delivering and restoring system power, including operation of the manual disconnect described in Section 8 above. City shall not be liable for any damages to the Owner’s equipment, and Owner hereby waives any past, present, or future claims it may have for such damage.
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Insurance, Indemnification and Liability. A. The Owner shall provide proof of, and will maintain at all times, a general liability insurance policy for personal and property damage in the amount of at least $100,000. In residential applications a standard homeowner’s policy in at least this amount may meet this requirement. B. Owner shall indemnify, defend, and hold harmless the City, its employees, agents, successors, assigns, subsidiaries and affiliates, from and against any and all claims, demands, liens, lawsuits, judgments or actions of whatsoever nature that may be brought on account of the installation, maintenance, operation, repair, or replacement of the PV System or any component equipment of the PV System. C. Owner is responsible for protecting the PV System from damage resulting or arising from the normal conditions and operations of the City System in delivering and restoring system power, including either operation of the manual disconnect or removal or replacement of the Net Meter as outlined in Sections 7 and 8 above. City shall not be liable for any damages to the Owner’s equipment, and Owner hereby waives any past, present, or future claims it may have for such damage.
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Insurance, Indemnification and Liability a. The COLLEGE is an institution of the State of New Mexico and as such is covered for public liability insurance, workers’ compensation, general liability, auto liability, professional liability and medical malpractice through the New Mexico State Risk Management Division for liability under the New Mexico Tort Claims Act. The New Mexico State Risk Management Division is prohibited from extending free public liability fund coverage to private third party entities. Therefore the COLLEE cannot additional insure or indemnify a third party on any insurance policy now in place or which may be in force during the term of this AGREEMENT. If requested, the COLLEGE shall provide a Certificate of Insurance. b. Except as otherwise provided by law, neither the COLLEGE nor FACILITY shall be required to indemnify the other for its own negligence; as between the parties, each party acknowledges that it will be responsible for claims or damages arising from personal injury or damage to persons or property to the extent they result from negligence of its employees or agents. The liability of the COLLEGE and its employees shall be subject in all cases to the immunities and limitations of the New Mexico Tort Claims Act, Section 41-4-1 et seq., ▇▇▇▇ ▇▇▇▇, as amended. Each party shall timely notify the other of any intended claims for liability or indemnification and, upon reasonable request, in writing shall provide the other party or its duly authorized representative, reasonable opportunity to examine all books, records or documents insofar as it related to such claims. c. FACILITY shall i. Purchase and maintain such insurance as will protect it from claims for damages because of medical malpractice, bodily injury, sickness, disease or death of any person, including claims insured by standard personal injury coverage; and from claims for injury to or destruction of tangible property, including loss of use resulting therefrom, any or all of which may arise out of or result from the use of all owned, non-owned, or hired, automobile, vehicles, and other equipment both on and off work, arising from or in any way related to or as the result of FACILITY's operations under this AGREEMENT, whether such operations be by the FACILITY or by any subcontractor or anyone directly or indirectly employed by any of them or for whose acts any of them may be legally liable. This insurance shall include the types and specific coverage herein described and be written for not less than any limi...
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Insurance, Indemnification and Liability 
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Related to Insurance, Indemnification and Liability

  • Indemnification and Liability To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

  • Insurance Indemnification A. The Contractor shall procure and maintain during the life of this contract such insurance policies, including those set forth in Exhibit C, as will protect itself and the City from all claims for bodily injuries, death or property damage which may arise under this contract; whether the act(s) or omission(s) giving rise to the claim were made by the Contractor, any subcontractor or anyone employed by them directly or indirectly. In the case of all contracts involving on-site work, the Contractor shall provide to the City, before the commencement of any work under this contract, documentation satisfactory to the City demonstrating it has obtained the policies and endorsements required by Exhibit C. B. Any insurance provider of Contractor shall be admitted and authorized to do business in the State of Michigan and shall carry and maintain a minimum rating assigned by A.M. Best & Company’s Key Rating Guide of “A-“ Overall and a minimum Financial Size Category of “V”. Insurance policies and certificates issued by non-admitted insurance companies are not acceptable unless approved in writing by the City. C. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold the City, its officers, employees and agents harmless from all suits, claims, judgments and expenses, including attorney's fees, resulting or alleged to result, from any acts or omissions by Contractor or its employees and agents occurring in the performance of or breach in this Agreement, except to the extent that any suit, claim, judgment or expense are finally judicially determined to have resulted from the City’s negligence or willful misconduct or its failure to comply with any of its material obligations set forth in this Agreement.

  • Indemnification and Liability Insurance The Subdivider hereby agrees to hold the City of Avon, its officers, directors, agents and employees harmless and to indemnify them against all claims, expenses and liability as a result of loss or injury arising out of the clearing of land or construction of the Subdivision and public improvements. Prior to the commencement of any construction on the Subdivision site, Subdivider agrees to provide the City with proof of One Million ($1,000,000.00) Dollars liability insurance protecting the City from liability arising out of the development of the Subdivision and public improvements. Subdivider shall not allow this insurance to expire earlier than the effective period of any maintenance bond, and shall provide a copy of the insurance policy to remain, at all times, with the Director of Finance of the City.

  • Liability Exculpation and Indemnification 37 Section 10.1. Liability........................................................................... 37 Section 10.2. Exculpation......................................................................... 37 Section 10.3. Indemnification..................................................................... 38 Section 10.4. Expenses ........................................................................... 38

  • 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.