Indemnification and Limitation Sample Clauses

Indemnification and Limitation. ON LIABILITY 50 11.1 Indemnification by Schering ................................ 50 11.2
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Indemnification and Limitation. 9.1 Each Party (as the “Indemnifying Party”)32 agrees to indemnify, hold harmless and defend the other Party, its directors, trustees, officers, employees, and agents from and against any and all claims, suits, losses, damages, costs, fees, expenses (including attorneys' fees), and other liabilities asserted by third parties, both government and non-government, to the extent resulting from or arising out of the Indemnifying Party’s negligence or willful misconduct in the activities carried out pursuant to this Agreement. However, the Indemnifying Party shall not be liable to the extent of the other Party’s negligence, intentional wrongdoing, or breach of this Agreement (including any representations and warranties). Each 32 Some state Universities won’t indemnify, but typically they are willing to be responsible for any negligence on their part. There is often more leeway than you think depending on the state statute they are subject to. Alternative language could be “To the extent laws of the State of applicable to Institute as an agency of said State limit the power of the Institute to provide this indemnification, even though the Institute agrees to the provisions of this indemnification Party shall maintain in force at its sole cost and expense, with reputable insurance companies, or through an established program of self-insurance, insurance of a type and in an amount reasonably sufficient to protect against liability hereunder. in its capacity as a commercial provider of research services, such limitation shall be applicable.”
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Indemnification and Limitation. 38 10.1 Indemnification......................................................38 10.1.1 Indemnification by the Company...............................38 10.1.1.1 Product Indemnification.............................38 10.1.1.2 Conditions for Indemnification......................38 10.1.1.3 Company's Obligations...............................38 10.1.2 Indemnification by the Dealer................................38 10.1.2.1 Type of Indemnification.............................38 10.1.2.2 Conditions for Indemnification......................39 10.2 Limitation of Remedies and Damages...................................39
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Indemnification and Limitation. MATHESON shall not be liable for, and the PURCHASER hereby indemnifies and agrees to defend MATHESON from and against any claims arising from, the death or injury to any persons or damage to any property attributable to the negligence or willful misconduct of the PURCHASER or any end user or of the respective employees or agents of either. The PURCHASER shall not be liable for, and MATHESON hereby indemnifies and agrees to defend the PURCHASER from and against any claims arising from, property damage or death or injury to any persons to the extent attributable to the negligence or willful misconduct of MATHESON or its employees or agents, or the failure of the Products to conform to MATHESON’s standard specifications during the warranty period specified in such specifications. In no event shall MATHESON or the PURCHASER be liable for any incidental, special, indirect or consequential damages, even if advised of the possibility of those damages. PURCHASER agrees the forgoing exclusion and limitation is a reasonable allocation of risk. [NOTE: THE SDS AND VAC PRODUCTS ARE WARRANTED TO THE SPECIFICATIONS SET FORTH IN EXHIBIT K.] Exhibit L TNSC Side Letter Xxxxxxxx Tri-Gas, Inc. 000 Xxxxx Xxxx Basking Ridge, NJ 07920 October 31, 2011 Advanced Technology Materials, Inc. 0 Xxxxxxxx Xxxxx Xxxxxxx, XX 00000 Taiyo Nippon Sanso Corp. 0-0-00 Xxxxxx Xxxxxxxxx-xx Xxxxx 000-0000 Xxxxx Attn: Xxxxx Xxxx Gentlemen: Reference is hereby made to: (a) the Termination Agreement, dated as of the date hereof (the “Termination Agreement”), between Advanced Technology Materials, Inc. (“ATMI”) and Xxxxxxxx Tri-Gas, Inc. (“MTC”), which is a wholly-owned subsidiary of Taiyo Nippon Sanso Corp. (“TNSC”); and (b) the Transition Services Agreement, dated as of the date hereof, between ATMI and MTG (the “TSA”). Any capitalized terms used but not defined in this letter agreement (this “Agreement”) have the respective meanings set forth in the Termination Agreement or the TSA, as applicable. The Termination Agreement provides for certain actions to be taken by TNSC or its subsidiaries other than MTG (the “Other Subsidiaries”) and the TSA provides for certain actions to be taken by the Other Subsidiaries. TNSC is entering into this letter agreement (this “Agreement”) in order to induce ATMI to enter into the Termination Agreement and the TSA. Accordingly, by this Agreement, the parties hereby agree as follows:
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Indemnification and Limitation. (a) The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by such Finance Party as a result of any steps taken by it under Clause 12.5 (Mitigation).
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Indemnification and Limitation 
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Related to Indemnification and Limitation

  • Indemnification and Limitation of Liability (a) To the fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office.

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person.

  • Indemnification and Liability A. Neither the Contractor, OSC, nor the State shall be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility or sabotage; act of God; electrical, internet or telecommunications outage that is not caused by the obligated party; or government restrictions, or other force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such force majeure events upon performance of their respective duties under this Agreement. If such event continues for more than 90 days, either party may terminate all or any agreed upon portion of the Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC.

  • Compensation and Limitation of Liability 14 Section 1.

  • Indemnification Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

  • Indemnification and Exculpation 28.1 Tenant agrees to Indemnify the Landlord Indemnitees from and against any and all Claims of any kind or nature, real or alleged, arising from (a) injury to or death of any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project, arising directly or indirectly out of (i) the presence at or use or occupancy of the Premises or Project by a Tenant Party or (ii) an act or omission on the part of any Tenant Party, (b) a breach or default by Tenant in the performance of any of its obligations hereunder (including any Claim asserted by a Lender against any Landlord Indemnitees under any Loan Document as a direct result of such breach or default by Tenant) or (c) injury to or death of persons or damage to or loss of any property, real or alleged, arising from the serving of alcoholic beverages at the Premises or Project, including liability under any dram shop law, host liquor law or similar Applicable Law, except to the extent directly arising from Landlord’s negligence or willful misconduct. Tenant’s obligations under this Section shall not be affected, reduced or limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Tenant under workers’ compensation acts, disability benefit acts, employee benefit acts or similar legislation. Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease. Subject to Sections 23.6, 28.2 and 31.12 and any subrogation provisions contained in the Work Letter, Landlord agrees to Indemnify the Tenant Parties from and against any and all Claims arising from injury to or death of any person or damage to or loss of any physical property occurring within or about the Premises, the Building, the Property or the Project to the extent directly arising from Landlord’s gross negligence or willful misconduct.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Indemnity and Limitation of Liability (I) The IPTV Operator shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the IPTV Operator, or actual or threatened breach of any terms of this Agreement by the IPTV Operator (including but not limited to breach of any representation and warranty provided by the IPTV Operator to ZEEL).

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