Operator's carriage indemnity Sample Clauses

Operator's carriage indemnity. (a) This clause 12.2 only applies where the Operator holds the Access Rights and the Operator’s Customer is not a Party. (b) The Parties acknowledge and agree that if the Operator’s Customer were a Party to this agreement, then clause 13 should and would apply as if a reference to the Operator in clause 13 included a reference to the Operator’s Customer with the effect of limiting and excluding Claims and liability for Losses as between the Operator’s Customer and Queensland Rail – for example, excluding Claims by the Operator’s Customer against Queensland Rail for Consequential Loss (where applicable). (c) As there is no contract between Queensland Rail and the Operator’s Customer addressing the matters referred to under clause 12.2(b), the Operator indemnifies and will keep indemnified Queensland Rail and its Associates from all Claims by the Operator’s Customer (including any Loss arising out of Claims) in a way that gives effect to clause 13 as if clause 13 did apply as between Queensland Rail and the Operator’s Customer (with any reference to the Operator in clause 13 being a reference to the Operator’s Customer). For example, if the Operator’s Customer is not a Party and commences a Claim against Queensland Rail for Consequential Loss in circumstances where the Operator is excluded from making any such Claim, then the Operator will indemnify Queensland Rail for that Consequential Loss. (d) The Operator is responsible for all conduct of the Operator’s Customer relating to this agreement (including the Train Services). Any act or omission of the Operator’s Customer is deemed to be an act or omission by the Operator for the purposes of this agreement.
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Related to Operator's carriage indemnity

  • IPR Indemnity 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 23.2.2 The Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, or awarded against the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 23.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Defense and Indemnity The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits.