DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1 PENN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SPONSORED RESEARCH OR ANY PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS OR THAT USE OF PENN INTELLECTUAL PROPERTY OR RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. EXCEPT IN THE CASE OF PENN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PENN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PERSON RESULTING FROM THE SPONSORED RESEARCH OR SPONSOR’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM. EXCEPT IN THE CASE OF SPONSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SPONSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES SUFFERED BY PENN RESULTING FROM THE SPONSORED RESEARCH OR PENN’S USE OF ANY PENN INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING THEREFROM; PROVIDED, THAT, FOR THE AVOIDANCE OF DOUBT, THIS SECTION 8.1 SHALL NOT BE INTERPRETED TO AFFECT OR LIMIT SPONSOR’S INDEMNIFICATION OBLIGATION UNDER SECTION 8.2 BELOW.
DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 10.1 ANY AND ALL RESULTS OF THE PROJECT, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED BY UNIVERSITY UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR ANY OTHER MATERIALS. UNIVERSITY MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO FREEDOM FROM PATENT, TRADEMARK, COPYRIGHT OR TRADE SECRET INFRINGEMENT ARISING FROM THE USE OF THE PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS PROVIDED HEREUNDER. UNIVERSITY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY SPONSOR OR ANY OTHER PARTY RESULTING FROM THE PROJECT OR THE USE OF ANY PROJECT RESULTS, REPORTS, INTELLECTUAL PROPERTY OR OTHER MATERIALS.
10.2 Except to the extent caused by the sole negligence of any of the Indemnified Persons (as hereinafter defined), Sponsor shall defend, indemnify and hold harmless University, its trustees, officers, faculty, students, employees, subsidiaries, affiliates and agents (hereinafter referred to collectively as the "Indemnified Persons") from and against any and all liability, claims, lawsuits, losses, damages, costs or expenses (including without limitation attorneys' fees), which the Indemnified Persons may hereafter incur or be required to pay as a result of: (a) Sponsor's use of the results of Project or any University Intellectual Property, Joint Intellectual Property, or Sponsor Intellectual Property; or (b) any breach of this Agreement; or (c) any act or omission of Sponsor, its employees, subsidiaries, affiliates, contractors, licensees, or agents. University shall notify Sponsor upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs and expenses and University shall cooperate with Sponsor as reasonable in the defense or settlement thereof at Sponsor’s request and expense.
DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 12.1 Institution makes no warranties, express or implied, as to any matter whatsoever, including without limitation, warranties with respect to the conduct, completion, success or particular results of the Research, or the condition, ownership, merchantability, or fitness for a particular purpose of the Research or any Institution Intellectual Property or Joint Intellectual Property. Institution shall not be liable for any direct, indirect, consequential, punitive or other damages suffered by Sponsor or any other person resulting from the Research or from the use of the results of the Research or any Institution Intellectual Property or Joint Intellectual Property.
12.2 Sponsor shall defend, indemnify and hold harmless Institution, the Principal Investigator and any of Institution’s faculty, students, employees, trustees, officers, affiliates and agents and their respective successors, heirs and assigns (hereinafter referred to collectively as the “Indemnified Persons”) from and against any and all liability, claims, lawsuits, losses, damages, costs or expenses (including attorney’s fees) (collectively “Losses”) which the Indemnified Persons may hereafter incur, or be required to pay as a result of Sponsor’s use of the results of the Research or of any Institution Intellectual Property or Joint Intellectual Property or any act or omission of Sponsor, its employees, affiliates, contractors, licensees or agents. Nothwithstanding the foregoing, Sponsor’s indemnification obligations under this Section shall not apply to any Losses to the extent such Losses are attributable to the gross negligence or willful misconduct of any of the Indemnified Persons. Institution shall notify Sponsor upon learning of the institution or threatened institution of any such liability, claims, lawsuits, losses, damages, costs and expenses.
12.3 Sponsor hereby assumes any risks of personal injury and property damage attributable to the negligent acts or omissions of Sponsor, and of Sponsor’s officers, employees, and agents, in the performance of the Research.
DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 11.1 MOUNT SINAI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS, OR PARTICULAR RESULTS OF THE SPONSORED RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABII,ITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SPONSORED RESEARCH, ANY RESEARCH RESULTS OR DATA, SPONSORED RESE,ARCH INTELLECTUAL PROPERTY, OR ANY INFORMATION OR MATERIALS PROVIDED TO SPONSOR BY MOUNT SINAI PURSUANT TO THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR BY ANY LICENSEE OR ANY OTHERS RESULTING FROM THIS AGREEMENT.
DISCLAIMER OF WARRANTIES, INDEMNIFICATION. Notwithstanding anything in this Agreement to the contrary, neither Seller nor its Affiliates (collectively, “Seller Group”) makes any, and disclaims any, representations and warranties, express or implied, with respect to the performance of the Services, and Seller Group shall have no liability for or in connection with any and all claims arising out of or resulting directly or indirectly from the Services performed by Seller Group or Seller Group’s contractors, other than (a) matters caused by or resulting from the gross negligence or willful misconduct of Seller, (b) claims brought against Buyer by employees and contractors of Seller or (c) damages to any equipment of Seller or its contractors; provided, however, that Seller shall not indemnify Buyer in the case of clause (a) or (b) to the extent that such claims are caused by Buyer or arise from or are related to Buyer’s negligence or willful misconduct. Notwithstanding any other terms in this Agreement, subject to this Section 12(a), (b) and (c), Buyer (on behalf of itself and its Affiliates (collectively, “Buyer Group”) and their successors and assigns) hereby releases Seller Group from and shall fully protect, defend, indemnify and hold harmless Seller Group and Seller Group’s contractors from and against any and all claims arising out of or resulting from the Services or the performance thereof, including any and all claims relating to (v) injury, illness or death of any Person including Buyer Group, Seller Group or their respective representatives, (w) damages to or loss of any property or resources (including damage to property or resources of third parties, Seller Group, Buyer Group or their respective and/or of Buyer’s representatives), (x) breach of contract, (y) common law causes of action such as active or passive, sole, concurrent or comparative negligence, strict liability, nuisance or trespass, or (z) violation of Law or otherwise. Subject to this Section 12(a), (b) and (c), these indemnity and defense obligations apply regardless of cause or of any negligent acts or omissions (including active or passive, sole, concurrent or comparative negligence), strict liability, breach of duty (statutory or otherwise), violation of Law, or other fault of Seller Group or Seller Group’s contractors, or any pre-existing defect. In each case, the indemnification procedures applicable to this Agreement shall be the same indemnification procedures set forth in Article X of the Purchase and Sale Agreement.
DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 7.1. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF NON- INFRINGEMENT, MERCHANTS ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PROGRAM, THE SITE(S), THE TRADING PLATFORM, THE COMPANY PROPERTY, LINKS IN THE SITE(S), OR THE SITE(S) BEING ACCESSIBLE OR FREE OF ERRORS, VIRUSES OR SECURITY THREATS.
7.2. The Referring Party agrees to indemnify, defend and hold harmless the Company, its directors, officers, employees, service providers and suppliers from and against any and all liability, claims, costs, expenses, injuries and losses, including reasonable attorneys’ fees and costs, arising directly or indirectly in connection with the Referring Party's operations or website or out of any disputes between the Referring Party and any other party relating to this Agreement, the Site(s), the Referring Party's activity or to services provided by or to the Company. The Company may deduct such amounts to indemnify the Company, its directors, officers, employees, service providers and suppliers for any claims, arising or resulting from or relating to the matters brought forth in this Section 8.2 from any outstanding Referring Party Fee due to the Referring Party and held by the Company and/or any other funds whatsoever due to the Referring Party and held by the Company.
DISCLAIMER OF WARRANTIES, INDEMNIFICATION. (a) Notwithstanding any other term of this Agreement to the contrary, Sonterra makes no, and in fact expressly disclaims any and all, representations and warranties, express, implied or statutory, with respect to the performance or results of the Services, except that Sonterra shall perform the Services during the term of this Agreement in a manner consistent with best industry practice, or as otherwise required by Contract or applicable law.
(b) Each Party hereby agrees to defend, indemnify, release, and hold the other Party harmless, including its respective officers, directors, employees, agents, representatives, contractors or subcontractors, from and against any and all claims, demands, lawsuits, or other legal or contractual liability, including any damages, expenses, costs, interest, and attorneys’ fees associated therewith (individually or collectively, “Liabilities”) on account of personal injury, bodily injury or death to its own personnel and representatives to the extent such injury, death, damage or loss arises out of or is attributable to the Operating Services or the performance thereof by any of Sonterra’s respective officers, directors, employees, agents, representatives, contractors or subcontractors, regardless of whether such Liabilities are allegedly or deemed to be caused by, in whole or in part, the joint, several, active, passive, sole or concurrent negligent acts or omissions or the strict liability (statutory or otherwise) or other legal fault attributable to Sonterra, but if and only to the extent any such Liabilities are caused by willful misconduct of Sonterra.
(c) The provisions of Paragraph (b) and (d) shall not be applicable to any Liabilities arising out of the performance of any duties and responsibilities performed by Sonterra pursuant to Paragraph 5 (c) and, accordingly, STO hereby agrees to defend, indemnify, release, and hold Sonterra harmless, including its respective officers, directors, employees, agents, representatives, contractors or subcontractors, from and against any and all Liabilities with respect to Drilling Operations undertaken by STO.
(d) The mutual indemnification obligations in Paragraph 7(b) are intended to comply with applicable “knock-for-knock” oilfield anti-indemnity laws or similar Laws. To the extent such indemnification provisions are found to violate any applicable Law, or in the event any applicable Law is enacted or amended that would cause these provisions to be in violation of such Law, th...
DISCLAIMER OF WARRANTIES, INDEMNIFICATION. Notwithstanding any other term of this Agreement to the contrary, STO makes no, and in fact expressly disclaims any and all, representations and warranties, express, implied or statutory, with respect to the performance or results of the Services, except that STO shall perform the Services during the term of this Agreement in a manner consistent with best industry practice, or as otherwise required by Contract or applicable law.
DISCLAIMER OF WARRANTIES, INDEMNIFICATION. DCRA DISCLAIMS ALL WARRANTIES REGARDING ITS LOGOS, INCLUDING WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS AND ANY WARRANTIES THAT MAY BE IMPLIED BY APPLICABLE LAW. ALL USE OF THE LOGOS IS AT LICENSEE’S OWN RISK, AND LICENSEE AGREES TO INDEMNIFY THE STATE OF ALASKA AND DCRA AGAINST ALL CLAIMS AND LIABILITY THAT MAY ARISE FROM LICENSEE’S USE OF THE LOGOS, EXCEPT TO THE EXTENT THAT SUCH CLAIM AND LIABILITY IS BASED ON TRADEMARK INFRINGEMENT WHEN LICENSEE HAS USED THE LOGOS IN COMPLIANCE WITH THIS AGREEMENT. THIS INDEMNIFICATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
DISCLAIMER OF WARRANTIES, INDEMNIFICATION. 8.1. FAST AND COMPANY MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR RESULTS OF THE SERVICES, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE MATERIAL OR SERVICES OR ANY INTELLECTUAL PROPERTY OR DATA, OR THAT USE OF INTELLECTUAL PROPERTY OR DATA WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. NEITHER PARTY SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER PERSON RESULTING FROM THE SERVICES OR THE USE OF ANY INTELLECTUAL PROPERTY, MATERIALS, DATA OR ANY PRODUCTS RESULTING THEREFROM.
