Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified Party’s or its Personnel’s:
Appears in 2 contracts
Samples: Purchase Agreement (Sharps Technology Inc.), Purchase Agreement (Sharps Technology Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an any Indemnified Party against any Claim if such Claim claim or corresponding Losses arise out of or result from, in whole or in part, the resulting directly from Indemnified Party’s gross negligence or its Personnel’s:more culpable act or omission (including recklessness or willful misconduct).
Appears in 2 contracts
Samples: Contract Manufacturing Agreement (Applied UV, Inc.), Management Services Agreement (Applied UV, Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified Party’s or its Personnel’s:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sharps Technology Inc.), Purchase Agreement (Sharps Technology Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding Despite anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such ifsuch Claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified Party’s 's:
(a) Gross negligence or its Personnel’s:more culpable act or omission (including recklessness or willful misconduct); or
(b) Bad faith failure to materially comply with any ofits material obligations set out in this Agreement.
Appears in 1 contract
Samples: Management Services Agreement
Exceptions and Limitations on Indemnification. Notwithstanding Despite anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified Party’s or its Personnel’s:
(a) Gross negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) Bad faith, failure to materially comply with any of its material obligations set out in this Agreement.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Steward Realty Trust, Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an any Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result resulting directly from[, in whole or in part, the ,] Indemnified Party’s 's or its Personnel’s:'s: gross negligence or more culpable act or omission (including recklessness or willful misconduct); or bad faith failure to [materially] comply with any of its obligations set forth in this Agreement.
Appears in 1 contract
Samples: Manufacturing Supply Agreement
Exceptions and Limitations on Indemnification. Notwithstanding anything any provision of this Agreement to the contra1y in this Agreementcontrary, an Indemnifying Party is not obligated to indemnify indemnify, hold harmless, or defend (if applicable) an Indemnified Party against any Claim if such Claim Loss or corresponding Losses arise claim to the extent it arises out of or result from, in whole or in part, results from the Indemnified Party’s 's gross negligence or its Personnel’s:more culpable acts or omissions.
Appears in 1 contract
Samples: Distribution Agreement (AgEagle Aerial Systems Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding Despite anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses principally arise out of or result from, in whole or in part, the from Indemnified Party’s 's:
(a) negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) failure to materially comply with any of its Personnel’s:material obligations set out in this Agreement.
Appears in 1 contract
Exceptions and Limitations on Indemnification. Notwithstanding Despite anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified Party’s Party's:
(a) negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) failure to comply with any of its Personnel’s:obligations set out in this Agreement.
Appears in 1 contract
Samples: Assignment and Assumption Agreement
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified Party’s or its Personnel’s:
(a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) bad faith failure to materially comply with any of its material obligations set forth in this Agreement.
Appears in 1 contract
Samples: Transportation Agreement
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y contrary in this Agreement, an Indemnifying Party the indemnifying party is not obligated to indemnify or defend (if applicable) an Indemnified Party a indemnified party against any Claim claim (whether direct or indirect) if such Claim claim or corresponding Losses arise out of directly result from the indemnified party or result from, in whole or in part, the Indemnified Partyits indemnitee’s or its Personnel’s:: (a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or (b) bad faith failure to comply with any of its obligations set forth in this Agreement.
Appears in 1 contract
Samples: Master Distribution Agreement (Creative Realities, Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, from the Indemnified Party’s 's or its Personnel’s's:
(a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) bad faith failure to materially comply with any of its obligations set forth in this Agreement.
Appears in 1 contract
Samples: Manufacturing Supply Agreement
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Ind emnified Party against any Claim claim (direct or indirect) if such Claim claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified Party’s 's:
a. negligence or more culpable act or omission (including recklessness or wilful misconduct); or
b. bad faith failure to comply with any of its Personnel’s:obligations set forth in this Agreement.
Appears in 1 contract
Samples: Collaborative Agreement
Exceptions and Limitations on Indemnification. Notwithstanding Despite anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified Party’s 's:
(a) Gross negligence or more culpable act or omission (including recklessness or willful misconduct); or
(b) Bad faith failure to materially comply with any of its Personnel’s:material obligations set out in this Agreement
Appears in 1 contract
Samples: Management Services Agreement
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y contrary in this Agreement, an Indemnifying Party indemnifying party is not obligated to indemnify or defend (if applicable) an Indemnified Party the indemnified party’s Indemnitee against any Claim claim (whether direct or indirect) if such Claim claim or corresponding Losses arise out of or directly result from, in whole or in part, from the Indemnified Partyindemnifying party Indemnitee’s or its Personnel’s:: (a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or (b) bad faith failure to comply with any of its obligations set forth in this Agreement.
Appears in 1 contract
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if such Claim or corresponding Losses arise to the extent arising out of or result from, in whole or in part, resulting from the Indemnified Party’s or its Personnel’s:
(a) gross negligence or willful misconduct; or
(b) intention breach of any of its obligations set forth in this Agreement.
Appears in 1 contract
Samples: Equity Purchase Agreement (RTI Surgical Holdings, Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contra1y contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an any Indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, the resulting directly from Indemnified Party’s or its Personnel’s:: (a) gross negligence or more culpable act or omission (including recklessness or willful misconduct); or (b) bad faith failure to materially comply with any of its obligations set forth in this Agreement.
Appears in 1 contract
Samples: Pharmacovigilance Agreement