Indemnification and Dispute Resolution. 11 Section 7.1 Limitation of Liability 11 Section 7.2 Indemnification by Xxxxxxx Electronics 12 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 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”.
Indemnification and Dispute Resolution. (a) Indemnification: ***.
Indemnification and Dispute Resolution. 4.1 Indemnification by ORG
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 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 Annex A Authorized Representatives Annex B Timken Services and Fees Annex C TimkenSteel Services and Fees Schedule C.2 Central Yard Commercial Terms Exhibit 10.3 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”.
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).
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.
Section 3.02 The right to indemnification conferred in Section 3.01 shall include the right to be paid or reimbursed by the Bid Committee and the City, on a joint and several basis, for expenses incurred by a USOC Indemnified Party entitled to be indemnified under Section
3.01 that was, or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to such USOC Indemnified Party’s ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such USOC Indemnified Party in advance of the final disposition of a Proceeding...
Indemnification and Dispute Resolution. 11
Section 7.1 Limitation of Liability 11
Section 7.2 Indemnification by Xxxxxxx Electronics 12 i 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
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 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”.
Indemnification and Dispute Resolution. Refer to the terms and conditions of the main Contract #060327.
Indemnification and Dispute Resolution
