Breach and Indemnification. 4.1. Indivior hereby agrees to indemnify MonoSol and to hold it harmless with respect to all costs, including attorneys’ fees and expert fees, and any penalties or monetary damages arising out of or relating to any investigation, enforcement action, and administrative or court proceeding regarding or relating to this Agreement under the Xxxxxxx Act § 7A, 15 U.S.C. § 18a and its implementing rules and regulations. For clarity, this Article 4.1 does not apply to any pre-existing investigations, enforcement actions, and administrative or court proceedings and applies only to the terms of this Agreement.
Breach and Indemnification. 7.1 If Party B conducts any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and/or request damages from Party B. This Section 7.1 shall not prejudice any other rights of Party A herein.
7.2 Unless otherwise required by applicable laws, Party B shall not have any right to terminate this Agreement in any event.
7.3 Party B shall indemnify and hold harmless Party A from and against any and all losses, damages, liabilities or expenses arising from or incurred by any lawsuits, claims or other demands against Party A in the process of providing the Exclusive Services by Party A to Party B under this Agreement, unless such losses, damages, liabilities or expenses otherwise result from the gross negligence or willful misconduct of Party A.
Breach and Indemnification. You will be responsible for any liability to Origin that arises out of your breach of this User Agreement or your use of the Site. You agree to indemnify, defend and hold harmless Origin and its affiliates, agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys' fees) that arise from or relate to your use of the Site, your breach of this User Agreement or any representation, warranty, or covenant made by you in this User Agreement, your violation of any applicable law, statute, ordinance, regulation or of any third party's rights, or claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants, or other provisions contained in this User Agreement. You acknowledge that Origin may update the Site and its contents, and may modify the terms of this User Agreement at any time and without notice to you. Modifications will be effective immediately upon posting unless we indicate otherwise. You agree to review periodically the terms of this User Agreement. By entering the Site you agree to and fully accept this User Agreement in its then current form each time you enter the Site.
Breach and Indemnification. In the event Licensee or any other of those attending the function violate any term, provision, or condition of this Agreement, Licensee and said attendees shall thereafter have no right to the possession and use of the facilities as well as all the common areas of Hunters Xxxx Condominium Association, Inc., and upon failing to do so, may be removed as trespassers. Licensee shall be responsible for all actions of Licensee attendees as if Licensee performed Licensee attendees’ acts. Licensee herewith releases and agrees to indemnify Owner and its management against any liability to person or property occurring in or about said facilities and common areas of Hunters Xxxx Condominiums resulting from any cause whatsoever in any way connected with said function or those attending same exempting the gross negligence or intention infliction of injury or damage by Owner interest on all sums due to Owner at the rate of 18% per annum and shall pay Owner all costs of collection and attorney fees incident to the enforcement of this Agreement against Licensee.
Breach and Indemnification. Any breach under this Agreement shall constitute a breach under both (i) that certain Securities Purchase Agreement by and between Acquirer and Brian Kennedy with respexx xx xxx xxxres of Competency Based Learning, Inc. Pty. Ltd. ACN 084 763 780, a registered company under the Corporations Law of South Australia; and (ii) an Agreement and Plan of Reorganization by and among Acquirer, Competency Based Learning, Inc., a California corporation, Parent and Robert Stephen Scammell. Xxx xxx-xxxxxxxxx xxxty shall be entitled to the rights and remedies afforded to the non-breaching party for corresponding breaches thereunder.
Breach and Indemnification. 17. 1. Contracting Parties mutually agree that, in the event of breach of any clauses or obligations of prohibition under this Agreement, the defaulting party shall indemnify the non-breaching party for all its losses. The losses shall be calculated in the following ways: (1) the actual losses due to the breach; (2) if the aforesaid method is unfeasible, then the losses shall be calculated on the basis of all the profits obtained by the breaching party due to the breach; (3) if neither of the aforesaid methods is feasible, the defaulting party shall pay the non-breaching party liquidated damage equal to €50,000 for each violation.
17. 2. Notwithstanding the foregoing, Parties mutually agree to apply penalties set forth in paragraphs 4.1.3 and 4.2.4 here above in case of (i) late delivery or (ii) non-adherence to Quality Standards.
17. 3. Expenses and fees spent by the non- breaching party in order to investigate and accuse the breaching party shall be included within the losses.
17. 4. If, due to the Vendor, any third party requests AMPLEXOR to make payment or compensation or submits other requests, AMPLEXOR shall notify the Vendor and he/she shall resolve the relevant dispute within fifteen (15) working days from receipt of AMPLEXOR’s notice. If the Vendor fails to resolve the dispute within said time limit, AMPLEXOR shall have the right to take measures at its discretion to resolve the problem with the third party, and the Vendor shall indemnify AMPLEXOR in full against all expenses and losses incurred in taking relevant measures.
Breach and Indemnification. If either party fails to carry out the terms of this Agreement, then that party shall indemnify and reimburse the other party for all losses, expenses, costs and charges incurred by such other party, including, but not limited to, such other indemnified party’s attorneys' fees, costs and all other expenses incurred in enforcing this Agreement. It is further agreed that this Agreement shall be deemed breached and a cause of action accrued thereon immediately upon the commencement of any action contrary to this Agreement, and in any such action this Agreement may be pleaded by the non-breaching party, both as a defense and as a counter-claim or cross-claim in such action.
Breach and Indemnification. Any tolerance, grace, or delay exercising of the rights hereunder or in accordance with the laws granted by NON-DEFAULTING PARTY to DEFAULTING PARTY on DEFAULTING PARTY’s any breach shall not be deemed as a waiver of its rights hereunder. Party A shall indemnify and hold harmless Party B from any claims, compensations, debts, costs and expenses including but not limited to reasonable attorney fees resulting from any litigation or legal proceeds of compensator and payee or that of payee and any third party among Party B, or Party B’s senior management, mangers, directors, shareholder, members, representatives, agents or employees, arising from Party A’s violating its obligations, representations, warranties or other agreements hereunder in terms of any dispute or litigation raised by any third party on the TARGET IP or assets.
Breach and Indemnification. 7.1 Any party who is in breach of any article of this Agreement, including the representations, warranties or undertakings, shall indemnify the other party from such breach. However, the total indemnification shall not exceed the Purchase Price.
7.2 The indemnification in the previous paragraph shall constitute the whole liability of the parties with respect to the contemplated transaction. The parties shall not make any other claims except for claims based on the previous paragraph.
Breach and Indemnification. If Partner breaches any representation or warranty of this Section 4.4, Xxxxxxx.xx shall have, in addition to any other rights and remedies available to it, the right to unilaterally and immediately terminate this Agreement. Partner shall protect, defend, and indemnify Xxxxxxx.xx and all of their officers, directors, employees, and representatives from and against any and all costs of any nature (including, but not limited to, reasonable attorney’s fees), arising from any payments made in violation of any Anti-corruption Law, regardless of whether such payments were made directly or indirectly, by, on behalf of, or with the knowledge of Partner, in relation to this Agreement.
