Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 3 contracts
Samples: www.webstaurantstore.com, www.webstaurantstore.com, assets.unilogcorp.com
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary 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 ’s or its Personnel's’s:
Appears in 2 contracts
Samples: Nephron Purchase Agreement (Sharps Technology Inc.), Nephron Purchase Agreement (Sharps Technology Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party is shall not be obligated to indemnify indemnify, hold harmless or defend (if applicable) an Indemnified Party against for any Claim if such Claim or corresponding Losses arise out of or which result from, in whole or in part, the Indemnified Party's or its Personnel's:’s
Appears in 2 contracts
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim if claim (direct or indirect) to the extent, but only to the extent, such Claim claim or corresponding Losses arise out of or result from, in whole or in part, the from Indemnified Party's ’s or its Personnel'spersonnel’s:
Appears in 2 contracts
Samples: Master Supply Agreement (ARKO Corp.), Master Supply Agreement (ARKO Corp.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 or its Personnel's’s:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sharps Technology Inc.), Nephron Purchase Agreement (Sharps Technology Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an any Indemnified Party against any Claim (whether direct or indirect) if such Claim or the corresponding Losses arise out of or result directly from, in whole or in part, the Indemnified Party's or its Personnel's:
Appears in 2 contracts
Samples: Manufacturing and Supply Agreement (Zentek Ltd.), And Supply Agreement (Vision Marine Technologies Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, an the Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified Party against any Claim claim (whether direct or indirect) if such Claim claim or corresponding Indemnified Losses arise out of or result from, in whole or in part, the from Indemnified Party's or its Personnel's:
Appears in 2 contracts
Samples: Master Purchase, License and Services Agreement, Master Purchase, License and Services Agreement
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 ’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 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 (a) unless the Indemnifying Party is given prompt notice, full cooperation and control of defense and settlement or result (b) resulting directly from, in whole or in part, the Indemnified Party's ’s or its Affiliates or Representatives or their Personnel's’s:
Appears in 2 contracts
Samples: Amended and Restated Exclusive Supply Agreement (Clene Inc.), Exclusive Supply Agreement (Chelsea Worldwide Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 ’s or its Personnel's’s:
Appears in 1 contract
Samples: Equity Purchase Agreement (RTI Surgical Holdings, Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 ’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: Pharmacovigilance Agreement
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 or its Personnel's:
Appears in 1 contract
Samples: Stainless Terms and Conditions
Exceptions and Limitations on Indemnification. Notwithstanding Despite anything to the 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 or its Personnel's:
Appears in 1 contract
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an any Indemnified Party against any Claim (whether direct or indirect) if such Claim or the corresponding Losses arise out of or result directly from, in whole or in part, the Indemnified Party's ’s or its Personnel's’s:
Appears in 1 contract
Samples: Supply Agreement (Cronos Group Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 or its Personnel's:
Appears in 1 contract
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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'spersonnel, Representatives or Affiliates:
Appears in 1 contract
Samples: Supply and License Agreement (Innovation Beverage Group LTD)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, an the 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 results directly from Indemnified Party's ’s or its Personnel's’s:
Appears in 1 contract
Samples: Cultivation and Sales Agreement (MJ Holdings, Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding Despite anything to the 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’s:
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Steward Realty Trust, Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, an Indemnifying indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified any indemnified Party against any Claim if such Claim or corresponding Losses arise out of or result from, in whole or in part, the Indemnified resulting directly from indemnified Party's or its Personnel's’s:
Appears in 1 contract
Samples: Manufacturing and Supply Agreement (Homology Medicines, Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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:
Appears in 1 contract
Samples: Supply and License Agreement (Olink Holding AB (Publ))
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 or its Personnel's:’s: (a) negligent or more culpable act or omission (including recklessness or willful misconduct); or (b) material breach of the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Master Supply Agreement
Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, an Indemnifying Party is not obligated to indemnify or defend (if applicable) an Indemnified 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 or its Personnel's:
Appears in 1 contract
Samples: Sale of Goods Agreement
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 or its Personnel's’s:
Appears in 1 contract
Samples: Transportation Agreement
Exceptions and Limitations on Indemnification. Notwithstanding Despite anything to the 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:Party's:
Appears in 1 contract
Samples: Assignment and Assumption Agreement
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 losses arise out of or result from, in whole or in part, the Indemnified Party's ’s or its Personnel's’s:
Appears in 1 contract
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 Party's indemnifying party Indemnitee’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 comply with any of its obligations set forth in this Agreement.
Appears in 1 contract
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 if and to the extent arising out of or result from, in whole or in part, the Indemnified Party's ’s or its Personnel's’s:
Appears in 1 contract
Exceptions and Limitations on Indemnification. Notwithstanding anything any provision of this Agreement to the contrary 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 gross negligence or its Personnel's:more culpable acts or omissions.
Appears in 1 contract
Samples: Distribution and Resale Agreement (AgEagle Aerial Systems Inc.)
Exceptions and Limitations on Indemnification. Notwithstanding anything to the 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 Party's its indemnitee’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 comply with any of its obligations set forth in this Agreement.
Appears in 1 contract
Samples: Master Distribution Agreement (Creative Realities, Inc.)