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.
INDEMNIFICATION AND FORCE MAJEURE. A. The Host and the Council mutually agree that, at all times in performing this agreement:
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.
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.
INDEMNIFICATION AND FORCE MAJEURE. The Sub-Adviser, its affiliated firms or its or their employees, officers, or directors will not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolios, its shareholders, FBIC contract owners or First Fortis contract owners in connection with the performance of their duties under this Agreement, except for loss resulting from willful misfeasance, bad faith or gross negligence on their part in the performance of their duties or from reckless disregard by them of their duties under this Agreement. The Manager shall indemnify the Sub-Adviser against all claims which may be made against the Sub-Adviser in connection with the exercise of the powers and discretions conferred upon it pursuant to this Agreement, except insofar as such claims allege or are the result of the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Conversely, the Sub-Adviser shall indemnify the Manager and the Company against all claims alleging or resulting from the willful misfeasance, bad faith or gross negligence of the Sub-Adviser or any of its affiliated firms or its or their employees, officers or directors or its or their breach of this Agreement or violation of applicable law. Neither party shall be held responsible for their non-performance of any of their obligations under this Agreement by reason of any cause beyond their control, including any breakdown or failure of transmission, communication or computer facilities, postal or other strikes or similar industrial action and the failure of any relevant exchange, clearing house and/or broker for any reason to perform its obligations. Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from liability which it may have to any indemnified party otherwise than under this Section 9. In case any such action is brought against any indemnified party, and it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wis...
INDEMNIFICATION AND FORCE MAJEURE. Notwithstanding the limitation of liability in clause 7.5, 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. The obligations in clauses 8.1 will survive the termination of this Agreement. 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. 8.1 Notwithstanding the limitation of liability in clause 7.5, Al Manhal 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 Al Manhal that constitutes a breach of Al Manhal's warranties hereunder.
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.
