Indemnification and Liabilities. The indemnification responsibilities of the Parties, to the extent permitted by law, shall be as set forth in the Tariff.
Indemnification and Liabilities. 12.1 The GenVec shall be liable for and shall indemnify and hold Novartis and its Affiliates, and their officers, directors and employees, harmless against any and all third party liabilities, claims, damages, losses, costs and expenses, including reasonable attorney’s fees (collectively “Claims”) incurred:
(a) resulting from the use of any Non-Conforming Development Materials delivered by GenVec;
(b) resulting from any breach of this Agreement by GenVec or its Affiliates or sub-contractors;
(c) resulting from the handling, storage, disposal or arrangement for disposal by GenVec of any products, supplies or other materials used in connection with the Agreement; or * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. Agreement for the Supply of Services Relating to Development Materials
(d) resulting from GenVec’s willful misconduct or negligence in respect of the performance or failure to perform any of its obligations under this Agreement.
12.2 Novartis shall be liable for and shall indemnify and hold GenVec and its Affiliates, and their officers, directors and employees, harmless against any Claim incurred;
(a) based on Development Materials which, upon delivery pursuant to the applicable delivery terms were in compliance with the Specifications and in respect of which the Services were performed in accordance with this Agreement;
(b) resulting from any breach of this Agreement by Novartis or its Affiliates; or
(c) resulting from Novartis’ willful misconduct or negligence in respect of the performance or failure to perform any of its obligations under this Agreement.
12.3 The indemnification obligations of Novartis and GenVec, as the case may be, shall apply only if:
(a) the party asserting its rights (the "Indemnitee") promptly notifies the other party (the "Indemnitor") in writing after Indemnitee receives notice of any Claim (unless such failure does not materially prejudice the Indemnitor);
(b) the Indemnitee has refrained and continues to refrain from making any admission of liability or any attempt to settle any such Claim without the Indemnitor’s consent;
(c) the Indemnitor is given the opportunity to manage and control the defence of such Claim; and
(d) the Indemnitee reasonably cooperates with Indemnitor, at the Indemnitor’s sole cost, in the defence o...
Indemnification and Liabilities. Each of the Parties hereto shall be entitled to indemnity from the other on the terms and subject to the conditions and limitations provided in Sections 9.1 through 9.9 of the Development Agreement, which are incorporated herein mutatis mutandis by this reference.
Indemnification and Liabilities. 5.1 Reseller agrees to indemnify, defend and hold GNP, and Financial Institutions (meaning any bank that provides GNP with access to process payment transactions utilizing bank association systems like NACHA) harmless from and against any and all claims, losses, costs (including reasonable attorneys’ fees), demands, damages or judgments arising out of, from or relating to any breach by Reseller of its responsibilities, representations, warranties or agreements under this Agreement, or arising from any act or omission by Reseller which violates any applicable federal, state or local laws, rules, regulations or the Rules. GNP may defend on its own any such claims or demands or request Reseller to take up such defense. In either case, Reseller will further indemnify GNP for reasonable attorneys’ fees or other necessary defense costs and expenses incurred by GNP by reason of such defense.
5.2 GNP agrees to indemnify, defend and hold Reseller harmless from and against any and all claims, losses, costs (including reasonable attorneys’ fees), demands, damages or judgments arising out of, from or relating to any breach by GNP of its responsibilities, representations, warranties or agreements under this Agreement, or arising from any act or omission by GNP which violates any applicable federal, state or local laws, rules, regulations or the Rules. Reseller may defend on its own any such claims or demands or request GNP to take up such defense. In either case, GNP will further indemnify Reseller for reasonable attorneys’ fees or other necessary defense costs and expenses incurred by Reseller by reason of such defense.
Indemnification and Liabilities. 8.1. Customer Indemnity. Customer hereby holds harmless and indemnifies BVL, its Affiliates and its and their directors, officers, employees and agents (the “BVL Indemnitees”) against any and all claims, liabilities, lawsuits, proceedings, out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees, and the cost of recalls (collectively, “Claims”) [*]: (a) [*]; (b) any breach by Customer of its representations, warranties or covenants hereunder; or (c) any negligent act or the willful misconduct [*] in performing [*] obligations under this Agreement. However, such indemnity shall not apply to the extent that such Claims arise out of [*] breach of this Agreement or any of the representations, warranties or covenants contained in this Agreement or the negligence or intentional misconduct of [*].
Indemnification and Liabilities. 9.1 Indemnification Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party, its Affiliates and its officers and directors, employees, agents, and representatives (each an “Indemnified Party”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) in connection with any suit, demand or action (the “Claims”) to the extent arising out of:
(a) Any breach by the Indemnifying Party of its representations and warranties given under this Agreement;
(b) Negligence, fraud or willful misconduct in performing the Indemnifying Party’s obligations under this Agreement;
(c) Any patent infringement or infringement of any other Intellectual Property caused by the Indemnifying Party in performing the Indemnifying Party’s obligations under this Agreement; and/or
(d) Any breach of statutory duty or any criminal act by the Indemnifying Party, except (in the case of (a) through (d)) to the extent that such losses etc. arise from the breach, negligence or willful misconduct of any Indemnified Party.
Indemnification and Liabilities. A. SCFBA shall be solely responsible to parties with whom it shall deal in carrying out the terms of this agreement and shall save the State harmless against all claims of whatever nature by third parties arising out of the performance of work under this agreement. For purposes of this agreement, HHFB and SCFBA agree that it is not an employee or agent of the State, but is an independent 501 (c) (3) non-profit organization and as such must abide by strict Federal regulations that govern the handling and accountability for donated goods.
B. To the extent permitted by law, the State shall be solely responsible to parties with whom it shall deal in carrying out the terms of this agreement and shall save the HHFB and SCFBA harmless against all claims of whatever nature by third parties arising out the performance of work under this agreement.
C. The State recognizes that HHFB, SCFBA, its staff and volunteers are not employees or agents of the State in any form and that they maintain their own system of management and personnel policies.
D. Nothing herein is intended to serve as a waiver of sovereign immunity by any party or recipient to whom sovereign immunity applies. Nothing herein shall be construed as consent by a state agency or subdivision of the State of South Carolina to be sued by third parties in any matter arising out of any contract.
E. SCFBA agrees to indemnify, defend, and hold free and harmless, the State and each of its members, agents, servants, employees, officers, and directors, from and against any and all actions, claims, liabilities, assertions of liability, losses, costs, and expenses including, but not limited to, attorney fees, reasonable investigative and discovery costs, and court costs, which in any manner may arise or be alleged to have arisen, or resulted, or alleged to have resulted, from the presence and activities, or any nature or otherwise of SCFBA, its agents, servants, or employees relating to this MOU, including but not limited to, claim or claims for bodily injury or death of persons, and for loss of or damage to property, including claims or loss by the State or its agents, servants, and employees.
F. The State agrees to indemnify, defend, and hold free and harmless to the extent permitted by law, HHFB and SCFBA and each of its volunteers, members, agents, servants, employees, officers, and directors from and against any and all actions, claims, liabilities, assertion of liability, losses, costs, and expenses including, ...
Indemnification and Liabilities. Neither the District nor Xxxxxx Homes agrees to perform or assume any liability, encumbrance, or obligation of each other of any kind or character whatsoever relating in any manner to all or any part of the respective Exchange Properties (i) except as specifically provided herein; and (ii) except that each Party (the "Inspecting Party") agrees to pay, defend, indemnify, and hold harmless the other from any liability, obligation, action, suit, judgment, fine, award, loss, claim, demand, or expense (including attorneys' fees) arising from any act or omission of the Inspecting Party, the Inspecting Party's agents and employees, and any independent contractor whose services are retained by the Inspecting Party, in connection with any inspection or testing of or on the applicable Exchange Property conducted pursuant to the provisions of Section 8 of this Agreement.
Indemnification and Liabilities. Subject to other provisions in this Agreement, each Party shall indemnify and hold harmless the other Party’s employees, representatives, and executive officers, from and against any liability, damages, costs or expenses, or any claim, action, suit or other proceeding arising out of the execution or implementation of this Agreement, except to the extent that such liability, damages, claim, action, suit or other proceeding is caused wilfully by the Party being held liable, or such liability, damages, costs or expenses, claim, action, suit or other proceeding is caused by, or results from, negligence on the part of such a Party.
Indemnification and Liabilities. Subject to other provisions in this MoU each Party shall indemnify and hold harmless the other Party's employees, representatives, and executive officers, from and against any liability, damages. costs or expenses. or any claim, action, suit or other proceeding arising out of the execution or implementation of this MoU, except to the extent that: · such liability, damages, claim. action. suit or other proceeding is caused willfully by the Party being held liable. or: · such liability. damages, costs or expenses, claim, action. suit or other proceeding is caused by or results from negligence on the part of such a Party.
