INDEMNIFICATION AND FORCE MAJEURE Sample Clauses

INDEMNIFICATION AND FORCE MAJEURE. 7.1 Notwithstanding the limitation of liability in clause 6.5, Licensor shall defend, indemnify, and hold the Licensee harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) asserted by third parties against the Licensee which arise out of any act or omission by Licensor that constitutes a breach of Licensor's warranties hereunder. 7.2 The Licensee shall defend, indemnify, and hold Licensor harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) arising from (i) any unauthorised use or dissemination of the Licensed Work(s) by the Licensee or Authorised Users and (ii) any violation of this Agreement or of any third-party's rights by the Licensee or Authorised Users, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. 7.3 The obligations in clauses 7.1 and 7.2 will survive the termination of this Agreement. 7.4 The Licensee and Licensor shall not be responsible to one another for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of the party and could not be avoided by the exercise of due care. Notwithstanding the occurrence of any of the events set forth in this clause, the parties shall at all times use reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances.

INDEMNIFICATION AND FORCE MAJEURE. 9.1 SECOND PARTY shall at all times hereafter indemnify, hold harmless and, at the County Attorney’s option, defend or pay for an attorney mutually selected with the County Attorney to defend COUNTY, its officers, agents, servants, and employees from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by intentional or negligent act of, or omission of, SECOND PARTY, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Agreement including, without limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against COUNTY by reason of any such claim, cause of action or demand, SECOND PARTY shall, upon written notice from COUNTY, resist and defend such lawsuit or proceeding by counsel satisfactory to COUNTY or, at COUNTY’s option, pay for an attorney mutually selected with County Attorney to defend COUNTY. The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the Contract Administrator and the County Attorney, any sums due SECOND PARTY under this Agreement may be retained by COUNTY until all of COUNTY's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by COUNTY.

INDEMNIFICATION AND FORCE MAJEURE. The Exchange Agreement will include appropriate indemnification and security arrangements to protect PG&E in case of any ISP service problems that directly result in harm to PG&E or its premises or the Exchange Service Customer or its premises to the extent those problems involved the negligence, willful misconduct or criminal misconduct of the ISP, and also to protect the ISPs in case of any PG&E service problems that directly result in harm to the ISP or its premises or to the Exchange Service Customer or its premises to the extent those service problems were caused by the negligence, willful misconduct or criminal misconduct of PG&E. The Exchange Agreement will include appropriate force majeure language.

INDEMNIFICATION AND FORCE MAJEURE. 7.1. The Customer agrees to indemnify, defend and hold harmless the PPECB, the Board, and/or any employee or officer appointed under the PPECB, from any claim arising out of or relating to anything done in good faith (honestly and without ulterior motive) in the exercise of a power or the carrying out of a duty conferred or imposed by or under the Perishable Products Export Control Act No 9 of 1983. 7.2. Any service request is subject to cancellation by the PPECB due to force majeure from any cause beyond the control of the PPECB, including but not limited to: inability to secure labour, power, materials or supplies, or by reason of an act of God, war, civil disturbances, riots, state of emergency, strikes, lockout or other labour disputes, fire, flood, drought or legislation.

INDEMNIFICATION AND FORCE MAJEURE. A. The Host and the Council mutually agree that, at all times in performing this agreement: a. They shall act as principal (i.e., the responsible organisation) with the understanding that sub-contracted service providers may be contracted by the Host for the purposes of managing the WEW; b. They shall not pledge the credit of any other party; and c. They shall act in a lawful manner. B. The Host shall indemnify, hold and save harmless and defend at its own expense, the Council, its officers, agents, servants and employees against all suits, claims, demands and liability of any nature or kind, arising from the Host’s performance of this agreement or arising from any act or omission of the Host or its employees or subcontractors in connection with the performance of this agreement C. The Council shall indemnify, hold and save harmless and defend at its own expense, the Host, its officers, agents, servants and employees against all suits, claims, demands and liability of any nature or kind, arising from the Council’s performance of this Agreement or arising from any act or omission of the Council or its employees or subcontractors in connection with the performance of this Agreement D. Both parties hereby expressly agree that in the case of any Force Majeure events that prevent, in whole or in part, the holding of the WEW, the Host shall have no responsibility towards the Council with respect to said non-performance of the WEW. Force Majeure includes, without limitation, acts of God including but not limited to fire, flood, earthquake or other natural disaster; tumults, riots or acts of violence, including those arising out of public demonstration or civil disturbance, any order issued by any public authority or any municipal order which would require the postponement or cancellation of the WEW. Force Majeure does not include changes in political circumstances or the impact of economic downturn. E. Any decision to postpone, cancel or reschedule the WEW shall be mutually agreed between the Council and the Host, using the Event Rescheduling and Cancellation Policy of the Council attached as Annex B F. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute a party the agent of another party, nor authorise a party to make or enter into any commitments for or on behalf of another party

INDEMNIFICATION AND FORCE MAJEURE a) Charterer shall indemnify and hold harmless CLA from and against all third party claims, allegations, demands, liabilities, fines, losses, damages, costs and expenses (including, without limitation, reasonable fees and expenses of attorneys and any amounts paid in settlement) arising out of or related to: (i) the breach by Charterer of any of its material obligations under this Agreement or (ii) the negligence, gross negligence, bad faith, intentional or willful misconduct of Charterer or its employees or other representatives. b) CLA shall indemnify and hold harmless Charterer, its parent, its affiliates and subsidiaries, and their respective agents, guests, passengers, officers, directors and employees from and against all third party claims, allegations, demands, liabilities, fines, losses, damages, costs and expenses (including, without limitation, reasonable fees and expenses of attorneys and any amounts paid in settlement) arising out of or related to: (i) the breach by CLA of any of its material obligations under this Agreement or (ii) the negligence, gross negligence, bad faith, intentional or willful misconduct of CLA or its employees or other representatives. c) Acts of God, war, acts of a public enemy, acts of a government of any country, embargoes, terrorism or sabotage, fires, floods, weather, explosions, or other catastrophes, epidemics or quarantine restrictions, strikes or other labor stoppages, slowdowns or disputes, or other cause(s) beyond the reasonable control of a party hereto ("Force Majeure Event") which prevent such party from performing any obligation hereunder, shall suspend the affected party's obligation to perform hereunder during the period required to remove such Force Majeure event and the affected party shall promptly notify the other party of the Force Majeure Event. If the affected party is CLA and the period of such Force Majeure Event lasts longer than 4 hours, then either party may at any time thereafter, while such Force Majeure Event continues, terminate this Agreement without penalty, liability or further obligation therefore, immediately upon notice of such termination to the other party.

INDEMNIFICATION AND FORCE MAJEURE