By Hospital. Hospital shall indemnify, defend and hold harmless Sponsor and Sponsor's officers, directors, shareholders, employees and affiliates (the "Sponsor Indemnities") from and against any and all liabilities, damages, losses, claims or expenses (including reasonable attorneys' fees) incurred by or imposed upon the Sponsor Indemnities, or any one of them, in connection with the Clinical Study, to the extent such liability, damage, loss, claim or expense is attributable to (a) prior treatment giving rise to the condition for which the Device is used, (b) the negligence, reckless or willful misconduct of one or more of the Hospital Indemnities, (c) any failure of one or more of the Hospital Indemnities to adhere strictly to terms of the Protocol or to follow good clinical practices, or (d) a breach of any applicable federal, state or local law, rule, regulation or practice by one or more of the Hospital Indemnities.
By Hospital. Hospital may terminate this Agreement upon written 246 notice to Agency, subject to opportunity to cure as set forth below, 247 upon the occurrence of any one or more of the following events: 248 249 i. Any material breach of this Agreement by Agency 250 251 11. Termination without Cause 252 253 The Agency may terminate this Agreement without cause upon ninety (90) 254 days written notice to Hospital. Hospital may terminate this Agreement 255 without cause upon one hundred eighty (180) days written notice to the 256 Agency. 257 258 12. Bypass or Diversion 259 260 a. The Agency enforces a “No diversion or bypass” policy for all hospitals 261 within Stanislaus County except for the following unforeseen 262 circumstances: 263 264 i. Internal Disaster 265 ii. Inoperable CT scan 266 iii. Inoperative Cardiac Cath Lab 267 268 In the event Hospital meets one of the three criteria above, the Agency 269 Duty Officer must be contacted immediately and an Unusual Occurrence 270 Report (UOR) must be filed with the Agency within 24 hours of event. 271 272 13. Opportunity to Cure 273 274 Prior to the exercise of the Agency’s right to terminate for cause, the 275 terminating party shall give the other party at least thirty (30) days written 276 notice (“correction period of the defined term”)specifying in reasonable 277 detail the grounds for termination and all deficiencies requiring correction, 278 and shall allow the other party the opportunity to cure. The Agency may 279 shorten the Correction Period to immediate suspension if the Agency 280 determines that Hospital’s action or inaction has seriously threatened, or 281 will seriously threaten, public health and safety. If Hospital has not 282 remedied each deficiency prior to the end of the Correction Period to the 283 satisfaction of the Agency, or the Agency has not approved a plan of 284 correction within the Correction Period, the Agency may terminate this 285 Agreement upon written notice to Hospital, specifying the effective date of 286 termination. No opportunity to cure is required prior to the Agency’s 287 termination of this Agreement for failure by Hospital to complete any plan 288 of correction imposed by the Agency. 289 290 14. Maintenance of Records 291 292 Hospital shall maintain patient care records as required by law. Such 293 records shall be maintained in such a fashion as to be able to separately 294 identify Trauma patients from all other patients. 295 296 15. Reports, Evaluations and Research Stud...
By Hospital. Hospital shall be liable for and shall indemnify, defend, protect and hold GKF and its members, managers, officers, employees, agents and contractors (collectively "GKF") harmless from and against all losses, claims, damages, liabilities, assessments, deficiencies, actions, proceedings, orders, judgments, liens, costs and other expenses (including reasonable attorney's fees) of any nature or kind whatsoever asserted against or incurred by GKF (collectively "Damages") which in any manner arise out of or relate to (a) the failure by Hospital to fully perform, observe or satisfy its covenants, duties or obligations contained in this Agreement or in the LGK Agreement; (b) negligent, intentional or wrongful acts or omissions by Hospital or any of its officers, directors, agents, contractors (or their subcontractors), or employees in connection with the use and operation of the Equipment during the Term; (c) defects arising out of materials or parts provided, modified or designed by Hospital for or with respect to the Site; (d) the maintenance of the Site during the Term by Hospital; (e) Damages to the Equipment caused by the negligent or wrongful acts or omissions of Hospital, its agents, officers, employees or contractors (if the Equipment is destroyed or rendered unusable, subject to Section 23.7 below, this indemnity shall extend up to (but not exceed) the full replacement value of the Equipment at the time of its destruction less salvage value, if any); (f) the events or occurrences described in Article 7.3 of the LGK Agreement to the same extent that Hospital agrees to indemnify Elekta thereunder(other than with respect to the failure of the Site to comply with the Site Planning Criteria or defective maintenance of the Equipment by or for Hospital); and (g) any other matters for which Hospital has specifically agreed to indemnify GKF pursuant to this Agreement.
By Hospital. During the term of this Agreement, or the term of this Agreement as extended, and for a twelve (12) month period commencing on the date of the expiration or earlier termination of this Agreement, neither Hospital or any affiliate (the "Non-Soliciting Parties") thereof Xxx, without the prior written consent of Vital employ or contract with, or solicit for employment or contract, any employee or independent contractor of Vital to provide services similar to those provided in this Agreement (other than persons who were employees of, or had a contract with the Non-Soliciting Parties, immediately prior to their employment by or those who had a contract with Vital and other than persons recruited by the Non-Soliciting Parties. The Non-Soliciting Parties acknowledge that a breach of this Section 7.2 by the Non-Soliciting Parties will result in irreparable injury to Vital, the precise amount of which is not readily ascertainable in monetary damages, and that Vital, in addition to any other remedies, shall be entitled to injunctive relief.
By Hospital. Hospital may terminate this Agreement upon written notice to 185 Agency, subject to opportunity to cure as set forth below, upon the occurrence of 186 any one or more of the following events: 187 i. Any material breach of this Agreement by Agency 188 11. Termination without Cause 189 The Agency may terminate this Agreement without cause upon ninety (90) days 190 written notice to Hospital. Hospital may terminate this Agreement without cause 191 upon one hundred eighty (180) days written notice to the Agency.
By Hospital. Hospital may terminate this Agreement upon written notice to Agency, subject to opportunity to cure as set forth below, upon the occurrence of any one or more of the following events:
By Hospital. Hospital shall indemnify and hold University harmless from and against any and all claims, actions, damages, liabilities or expenses, including all reasonable attorneys’ fees and the costs of defense of any actions incurred by University resulting from any alleged negligent act or omission or willful wrongdoing of either the Pharmacist or Hospital in connection with the performance of Services hereunder.
By Hospital. Hospital shall indemnify, defend and hold Physician and its affiliates, and their respective directors, officers, employees and agents, harmless from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) incurred in connection with any claim, demand, suit or proceeding brought against Physician or its affiliates, and their respective directors, officers, employees and agents, to the extent arising out of or based on any allegation that the use of the Services by Hospital infringes the intellectual property rights of a third party.
By Hospital. To the fullest extent permitted by law, Hospital shall indemnify, appear and defend, and hold harmless HemaCare and HemaCare's officers, directors, agents and employees (collectively, the “HemaCare Indemnified Parties”) from and against any and all claims, damages, losses, fines, penalties, and expenses, including but not limited to, reasonable attorneys' fees, (collectively, “claims”) asserted against one or more HemaCare Indemnified Parties and that arise out of or result from the willful or negligent acts or omissions of Hospital in the performance of this Agreement, but only to the extent such claims are not also the result of acts or omissions of the HemaCare Indemnified Parties. The parties agree that the foregoing Indemnification obligations shall not be construed to negate, abridge, or reduce any other rights or remedies available to the HemaCare under this Agreement, at law, or in equity.
