Indemnification and Dispute Resolution Sample Clauses

Indemnification and Dispute Resolution. 11 Section 7.1 Limitation of Liability 11 Section 7.2 Indemnification by Xxxxxxx Electronics 12 TABLE OF CONTENTS (continued) Page Section 7.3 Indemnification by Xxxxxxx International 12 Section 7.4 Exclusive Remedy 12 Section 7.5 Risk Allocation 13 Section 7.6 Indemnification Procedures 13 Section 7.7 Express Negligence 13 Section 7.8 Dispute Resolution 13 ARTICLE VIII MISCELLANEOUS 13 Section 8.1 Amendment and Modification 13 Section 8.2 Waiver 13 Section 8.3 Notices 13 Section 8.4 Entire Agreement 14 Section 8.5 No Third-Party Beneficiaries 14 Section 8.6 Governing Law 14 Section 8.7 Assignment 14 Section 8.8 Severability 15 Section 8.9 Execution in Counterparts 15 Section 8.10 References; Interpretation 15 Section 8.11 Successors and Assigns 15 Section 8.12 Performance 15 Section 8.13 No Public Announcement 15 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT dated October 31, 2014 (this “Agreement”), is between Xxxxxxx International, Inc., an Indiana corporation (“Xxxxxxx International”), and Xxxxxxx Electronics, Inc., an Indiana corporation (“Xxxxxxx Electronics”). Xxxxxxx International and Xxxxxxx Electronics are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
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Indemnification and Dispute Resolution. (a) Indemnification: ***.
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Indemnification and Dispute Resolution. 4.1 Indemnification by ORG ORG will defend, indemnify, and hold Contributor and its directors, officers, employees, agents, and assigns (collectively, “Contributor Parties”) harmless against all claims, liabilities, losses, damages, and expenses, including reasonable attorney’s fees and expenses, arising out of or incurred by reason of (a) ORG’s broadcast and/or publication of the Co-Production and any related works written and/or produced using reporting done and materials created by ORG staff or (b) breach of this Agreement by ORG. Contributor, at its option, will have the right, at its sole cost and expense, to participate in the defense of any such action and to be represented by counsel of Contributor’s selection. This indemnity will not apply to, and ORG will have no liability for any material in the Co- Production furnished by Contributor or any editing or revisions to the Co-Production performed by Contributor.
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Indemnification and Dispute Resolution. Section 3.01 Except to the extent caused by the USOC’s gross negligence or willful misconduct, or arising out of any breach or misrepresentation by the USOC under this Agreement or the Bid City Agreement, the City shall, jointly and severally with the Bid Committee, defend, hold harmless and indemnify the USOC, its trustees, directors, officers, employees, volunteers, agents, consultants, and independent contractors (the “USOC Indemnified Parties”) from and against, and shall pay and reimburse each of the USOC Indemnified Parties for, any damages (including any liquidated damages), costs, liabilities, penalties, fines, or expenses, (including costs of investigation, defense, legal fees and judgments) (collectively, “Losses”) arising out of or related to (a) this Agreement, the Bid City Agreement or any agreement ancillary hereto or thereto, (b) any act or omission of the Bid Committee or the City, (c) any claims arising out of an Early Termination, and (d) any and all threatened, pending, or completed actions, claims, suits or proceedings, whether civil, criminal, administrative or arbitrative or in the nature of an alternative dispute resolution in lieu of any of the foregoing, or any appeal of any of the foregoing or any inquiry or investigation that could lead to any of the foregoing, in each case in this clause (d), to the extent related to any of the matters described in clauses (a)-(c) above (each a “Proceeding”). Notwithstanding the foregoing, the City shall have no obligation of indemnity arising from a Bid Committee or OCOG failure of payment to the USOC under Section 10.3 of the Bid City Agreement or Section VIII.F of the OCOG Memorandum of Terms, if and to the extent that such payment was necessitated by a State or local law prohibiting the hosting of the 2024 Olympic Games in Boston.
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Indemnification and Dispute Resolution. Refer to the terms and conditions of the main Contract #060327.
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Indemnification and Dispute Resolution. 13 Section 7.1 Limitation of Liability 13 Section 7.2 Indemnification by TimkenSteel 13 Section 7.3 Indemnification by Timken 13 Section 7.4 Exclusive Remedy 14 Section 7.5 Risk Allocation 14 Section 7.6 Indemnification Procedures 14 Section 7.7 Express Negligence 14 Section 7.8 Dispute Resolution 14 ARTICLE VIII MISCELLANEOUS 14 Section 8.1 Amendment and Modification 14 TABLE OF CONTENTS Section 8.2 Waiver 15 Section 8.3 Notices 15 Section 8.4 Entire Agreement 15 Section 8.5 No Third-Party Beneficiaries 15 Section 8.6 Governing Law 16 Section 8.7 Assignment 16 Section 8.8 Severability 16 Section 8.9 Execution in Counterparts 16 Section 8.10 Rules of Construction 16 Section 8.11 Successors and Assigns 17 Section 8.12 Performance 17 Section 8.13 No Public Announcement 17 ANNEXES Annex A Authorized Representatives Annex B Timken Services and Fees Annex C TimkenSteel Services and Fees SCHEDULES Schedule C.2 Central Yard Commercial Terms Exhibit 10.3 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT dated June 30, 2014 (this “Agreement”), is between The Timken Company, an Ohio corporation (“Timken”), and TimkenSteel Corporation, an Ohio corporation (“TimkenSteel”). Timken and TimkenSteel are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
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Indemnification and Dispute Resolution. 18 Section 7.1 Limitation of Liability 18 Section 7.2 Indemnification by Fortrea 19 Section 7.3 Indemnification by Labcorp 19 Section 7.4 Exclusive Remedy 19 Section 7.5 Risk Allocation 19 Section 7.6 Indemnification Procedures 19 Section 7.7 Project Managers 20 Section 7.8 Dispute Resolution 20 ARTICLE VIII MISCELLANEOUS 20 Section 8.1 Amendments and Waivers 20 Section 8.2 Notices 20 Section 8.3 Entire Agreement 21 Section 8.4 No Third-Party Beneficiaries 21 Section 8.5 Governing Law 21 Section 8.6 Assignability 21 Section 8.7 Severability 21 Section 8.8 Counterparts 21 Section 8.9 Rules of Construction 22 Section 8.10 Specific Performance 22 Section 8.11 Precedence of Schedules 22 Section 8.12 Force Majeure 22 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT dated June 29, 2023 (this “Agreement”), is between Laboratory Corporation of America Holdings (“Labcorp”), and Fortrea Inc. (“Fortrea”). Labcorp and Fortrea are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
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Indemnification and Dispute Resolution. Your rights to indemnification under Sections 9 and 10 of the Employment Agreement and to dispute resolution under Section 13(d) of the Employment Agreement are hereby incorporated into this Agreement as if set forth herein in their entirety (based on their applicability to Platinum and its affiliates in connection with its assumption of the Employment Agreement).
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Indemnification and Dispute Resolution 
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Related to Indemnification and Dispute Resolution

  • Governing Law and Dispute Resolution 15.1 The execution, validity, interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by PRC laws.

  • Applicable Law and Dispute Resolution 11.1 The execution, validity, performance and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the PRC.

  • Dispute Resolution and Arbitration The following procedures shall be used in the resolution of disputes:

  • Governing Law; Dispute Resolution This Agreement shall be subject to the provisions of Sections 9(a), 9(c), and 9(h) of the Employment Agreement.

  • Indemnification Procedure Any person obligated to provide indemnification under this Article VIII ("Indemnifying Party" for the purpose of this Section 8.3) will not be liable under the indemnification provisions of this Article VIII with respect to any claim made against a party entitled to indemnification under this Article VIII ("Indemnified Party" for the purpose of this Section 8.3) unless such Indemnified Party will have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim will have been served upon such Indemnified Party (or after such party will have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim will not relieve the Indemnifying Party from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provision of this Article VIII, except to the extent that the failure to notify results in the failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of failure to give such notice. In case any such action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also will be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume the defense thereof, the Indemnified Party will bear the fees and expenses of any additional counsel retained by it, and the Indemnifying Party will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (a) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel; or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party will not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. A successor by law of the parties to this Agreement will be entitled to the benefits of the indemnification contained in this Article VIII. The indemnification provisions contained in this Article VIII will survive any termination of this Agreement.

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