Disclaimer, Limited Liability; Indemnification. (a) Except as expressly provided elsewhere in this Agreement, Contran makes no express or implied representations, warranties or guarantees relating to the Services or the quality or results of the Services to be performed under this Agreement. (b) Contran, its directors, officers, employees, stockholders or agents shall not be liable to KCI or any third party, including any governmental agency, for any claims, demands, losses, liabilities, damages, costs or expenses, including attorneys' and expert witness fees, arising from or in connection with the Services, other than those arising from or in connection with the gross negligence or willful misconduct of Contran or its directors, officers, employees, stockholders or agents (collectively, "No Liability Claims"). (c) KCI assumes all liability for, and agrees to defend, indemnify and hold Contran harmless from and against all No Liability Claims. KCI assumes all liability for, and agrees to defend, indemnify and hold Contran's directors, officers, employees, stockholders or agents harmless from, No Liability Claims to the same extent that Contran could assume such liability for, or defend, indemnify and hold harmless, such entity or person. KCI shall promptly advance expenses as incurred by Contran its directors, officers, employees, stockholders or agents in connection with KCI's obligations under this Section.
Appears in 1 contract
Samples: Intercorporate Services Agreement (Keystone Consolidated Industries Inc)
Disclaimer, Limited Liability; Indemnification. (a) Except as expressly provided elsewhere in this Agreement, Contran TIMET makes no express or implied representations, warranties or guarantees relating to the Combined TIMET Services or the quality or results of the Combined TIMET Services to be performed under this Agreement.
(b) ContranTIMET, its directors, officers, employees, stockholders or agents shall not be liable to KCI Contran, Tremont or any third party, including any governmental agency, for any claims, demands, losses, liabilities, damages, costs or expenses, including attorneys' and expert witness fees, arising from or in connection with the TIMET Services, other than those arising from or in connection with the gross negligence or willful misconduct of Contran TIMET or its directors, officers, employees, stockholders or agents (collectively, "TIMET No Liability Claims").
(c) KCI Contran, its directors, officers, employees, stockholders or agents shall not be liable to Tremont or any third party, including any governmental agency, for any claims, demands, losses, liabilities, damages, costs or expenses, including attorneys' and expert witness fees, arising from or in connection with the TIMET Services (collectively, with the TIMET No Liability Claims, the "Contran and TIMET No Liability Claims").
(d) Tremont assumes all liability for, and agrees to defend, indemnify and hold (i) TIMET harmless from and against all TIMET No Liability Claims, and (ii) Contran harmless from and against all No Liability Claims. KCI assumes all liability for, and agrees to defend, indemnify and hold Contran's directors, officers, employees, stockholders or agents harmless from, No Liability Claims to the same extent that Contran could assume such liability for, or defend, indemnify and hold harmless, such entity or person. KCI shall promptly advance expenses as incurred by Contran its directors, officers, employees, stockholders or agents in connection with KCI's obligations under this Section.and
Appears in 1 contract
Samples: Intercorporate Services Agreement (Titanium Metals Corp)
Disclaimer, Limited Liability; Indemnification. (a) Except as expressly provided elsewhere in this Agreement, Contran makes no express or implied representations, warranties or guarantees relating to the Services or the quality or results of the Services to be performed under this Agreement.
(b) Contran, its directors, officers, employees, stockholders or agents shall not be liable to KCI CompX or any third party, including any governmental agency, for any claims, demands, losses, liabilities, damages, costs or expenses, including attorneys' and expert witness fees, arising from or in connection with the Services, other than those arising from or in connection with the gross negligence or willful misconduct of Contran or its directors, officers, employees, stockholders or agents (collectively, "No Liability Claims").
(c) KCI CompX assumes all liability for, and agrees to defend, indemnify and hold Contran harmless from and against all No Liability Claims. KCI CompX assumes all liability for, and agrees to defend, indemnify and hold Contran's directors, officers, employees, stockholders or agents harmless from, No Liability Claims to the same extent that Contran could assume such liability for, or defend, indemnify and hold harmless, such entity or person. KCI CompX shall promptly advance expenses as incurred by Contran its directors, officers, employees, stockholders or agents in connection with KCICompX's obligations under this Section.
Appears in 1 contract
Samples: Intercorporate Services Agreement (Compx International Inc)
Disclaimer, Limited Liability; Indemnification. (a) Except as expressly provided elsewhere in this Agreement, Contran Provider makes no express or implied representations, warranties or guarantees relating to the Services or the quality or results of the Services to be performed under this Agreement. Purchaser has the right to reject any Services provided without Purchaser's consent.
(b) ContranProvider, its directors, officers, employees, stockholders or agents shall not be liable to KCI Purchaser or any third party, including any governmental agency, for any claims, demands, losses, liabilities, damages, costs or expenses, including attorneys' and expert witness fees, arising from or in connection with the Services, other than those arising from or in connection with the gross negligence or willful misconduct of Contran Provider or its directors, officers, employees, stockholders or agents (collectively, "No Liability Claims").
(c) KCI Purchaser assumes all liability for, and agrees to defend, indemnify and hold Contran Provider harmless from and against all No Liability Claims. KCI Purchaser assumes all liability for, and agrees to defend, indemnify and hold ContranProvider's directors, officers, employees, stockholders or agents harmless from, No Liability Claims to the same extent that Contran Provider could assume such liability for, or defend, indemnify and hold harmless, such entity or person. KCI Purchaser shall promptly advance expenses as incurred by Contran Provider its directors, officers, employees, stockholders or agents in connection with KCIPurchaser 's obligations under this Section.
Appears in 1 contract
Disclaimer, Limited Liability; Indemnification. (a) Except as expressly provided elsewhere in this Agreement, Contran makes no express or implied representations, warranties or guarantees relating to the Services or the quality or results of the Services to be performed under this Agreement.
(b) Contran, its directors, officers, employees, stockholders or agents shall not be liable to KCI TIMET or any third party, including any governmental agency, for any claims, demands, losses, liabilities, damages, costs or expenses, including attorneys' ’ and expert witness fees, arising from or in connection with the Services, other than those arising from or in connection with the gross negligence or willful misconduct of Contran or its directors, officers, employees, stockholders or agents (collectively, "“No Liability Claims"”).
(c) KCI TIMET assumes all liability for, and agrees to defend, indemnify and hold Contran harmless from and against all No Liability Claims. KCI TIMET assumes all liability for, and agrees to defend, indemnify and hold Contran's ’s directors, officers, employees, stockholders or agents harmless from, No Liability Claims to the same extent that Contran could assume such liability for, or defend, indemnify and hold harmless, such entity or person. KCI TIMET shall promptly advance expenses as incurred by Contran Contran, its directors, officers, employees, stockholders or agents in connection with KCI's TIMET’s obligations under this Section.
Appears in 1 contract
Samples: Intercorporate Services Agreement (Titanium Metals Corp)
Disclaimer, Limited Liability; Indemnification. (a) Except as expressly provided elsewhere in this Agreement, Contran makes no express or implied representations, warranties or guarantees relating to the Services or the quality or results of the Services to be performed under this Agreement.
(b) Contran, its directors, officers, employees, stockholders or agents shall not be liable to KCI NL or any third party, including any governmental agency, for any claims, demands, losses, liabilities, damages, costs or expenses, including attorneys' and expert witness fees, arising from or in connection with the Services, other than those arising from or in connection with the gross negligence or willful misconduct of Contran or its directors, officers, employees, stockholders or agents (collectively, "No Liability Claims").
(c) KCI NL assumes all liability for, and agrees to defend, indemnify and hold Contran harmless from and against all No Liability Claims. KCI NL assumes all liability for, and agrees to defend, indemnify and hold Contran's directors, officers, employees, stockholders or agents harmless from, No Liability Claims to the same extent that Contran could assume such liability for, or defend, indemnify and hold harmless, such entity or person. KCI NL shall promptly advance expenses as incurred by Contran its directors, officers, employees, stockholders or agents in connection with KCINL's obligations under this Section.
Appears in 1 contract
Samples: Intercorporate Services Agreement (Nl Industries Inc)
Disclaimer, Limited Liability; Indemnification. (a) Except as expressly provided elsewhere in this Agreement, Contran makes no express or implied representations, warranties or guarantees relating to the Contran Services or the quality or results of the Contran Services to be performed under this Agreement.
(b) Contran, its directors, officers, employees, stockholders or agents shall not be liable to KCI TIMET or any third party, including any governmental agency, for any claims, demands, losses, liabilities, damages, costs or expenses, including attorneys' and expert witness fees, arising from or in connection with the Contran Services, other than those arising from or in connection with the gross negligence or willful misconduct of Contran or its directors, officers, employees, stockholders or agents (collectively, "Contran No Liability Claims").
(c) KCI TIMET assumes all liability for, and agrees to defend, indemnify and hold Contran harmless from and against all Contran No Liability Claims. KCI TIMET assumes all liability for, and agrees to defend, indemnify and hold Contran's directors, officers, employees, stockholders or agents harmless from, Contran No Liability Claims to the same extent that Contran could assume such liability for, or defend, indemnify and hold harmless, such entity or person. KCI TIMET shall promptly advance expenses as incurred by Contran its directors, officers, employees, stockholders or agents in connection with KCITIMET's obligations under this Section.
Appears in 1 contract
Samples: Intercorporate Services Agreement (Titanium Metals Corp)