Indemnification and Limitations. 10.1 Plantex shall indemnify, defend, save and hold Biovail and each of its Affiliates and their respective officers, directors, employees and agents, harmless from and against Loss or Losses payable to third parties in connection with any and all Actions by third parties resulting from, or arising out of any material breach of any warranty or material non-fulfillment or non-performance by Plantex of any agreement, covenant or obligation of Plantex under this Agreement. Plantex will not be liable hereunder for any Losses resulting from any settlement of any claim, litigation or proceeding effected without its consent, which consent shall not be unreasonably withheld.
10.2 Biovail shall indemnify, defend, save and hold Plantex and each of its Affiliates and their respective officers, directors, employees and agents harmless from and against Loss or Losses payable to third parties in connection with any and all Actions by third parties resulting from, or arising out of (a) any material breach of any representation or warranty herein pertaining to Biovail or material non-fulfillment or non-performance by Biovail of any covenant or undertaking made herein; (b) any actual or alleged defect in any Finished Product not resulting from any breach of this Agreement by Plantex; (c) any actual or alleged infringement or violation of any patent, trade secret or proprietary rights of any third party arising out of the storage, manufacture, use, sale and/or distribution of any Finished Product, or (d) any enforcement action by a Regulatory Authority relating to any Finished Product resulting from the failure by Biovail to comply with applicable laws, rules, orders or regulations. Biovail will not be liable hereunder for any Loss or Losses resulting from any settlement of any claim, litigation or proceeding effected without its consent, which consent shall not be unreasonably withheld.
10.3 EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTION 10.1 AND 10.2 REGARDING INDEMNIFICATION WITH RESPECT TO LOSSES, NEITHER PLANTEX NOR BIOVAIL (NOR ANY OF THEIR RESPECTIVE AFFILIATES) SHALL BE LIABLE TO THE OTHER UNDER ANY PROVISION OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE.
10.4 The terms and conditions of this Article 10 shall survive any termination of this Agreement.
10.5 Upon the occurrence of an event that requires indemnification under this...
Indemnification and Limitations. A. Indemnification of Provider, Experian and Fair, Xxxxx. End User will indemnify, defend, and hold each of Provider, Experian and Fair, Xxxxx harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including attorneys’ fees) arising out of or resulting from any nonperformance by End User of any obligations to be performed by End User under this Agreement, provided that Experian/Fair, Xxxxx have given End User prompt notice of, and the opportunity and the authority (but not the duty) to defend or settle any such claim.
Indemnification and Limitations. A. Indemnification of Provider, Experian and Fair, Xxxxx. End User will indemnify, defend, and hold each of Provider, Experian and Fair, Xxxxx harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including attorneys’ fees) arising out of or resulting from any nonperformance by End User of any obligations to be performed by End User under this Agreement, provided that Experian/Fair, Xxxxx have given End User prompt notice of, and the opportunity and the authority (but not the duty) to defend or settle any such claim.
B. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL PROVIDER, EXPERIAN OR FAIR, XXXXX HAVE ANY OBLIGATION OR LIABILITY TO END USER FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED BY END USER, REGARDLESS OF HOW SUCH DAMAGES ARISE AND OF WHETHER OR NOT END USER WAS ADVISED SUCH DAMAGES MIGHT ARISE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROVIDER, EXPERIAN OR FAIR, XXXXX TO END USER EXCEED THE FEES PAID BY END USER PURSUANT TO THIS AGREEMENT DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF END USER’S CLAIM.
Indemnification and Limitations a) WIL shall indemnify, defend and hold harmless Sponsor, its directors, officers, owners and employees from and against all third party loss or damage (including reasonable attorney fees and expenses) arising from (i) WIL’s material breach of this Agreement or (ii) the gross negligence or willful misconduct of WIL, except to the extent such loss or damage relates to the gross negligence or willful misconduct of Sponsor or a Sponsor indemnitee or the material breach of this Agreement by Sponsor.
b) Sponsor shall indemnify, defend and hold harmless WIL, its directors, officers, owners and employees from and against all third party loss or damage (including reasonable attorney fees and expenses) arising from (i) Sponsor’s material breach of this Agreement, (ii) the gross negligence or willful misconduct of Sponsor or (iii) Sponsor’s use or exploitation of any Sponsor IP, Work Product or Sponsor Confidential Information, except to the extent such loss or damage relates to the gross negligence or willful misconduct of WIL or a WIL indemnitee or the material breach of this Agreement by WIL.
c) Other than as specifically set forth herein, WIL makes no representations or warranties concerning the services. Except in relation to claims arising out of a breach by either party of their obligations of confidentiality, under no circumstances shall either party be liable to the other for any indirect, consequential, punitive, exemplary or special damages, including lost profits or cost of replacement materials. Subject to any limitations on remedies set forth herein, in no event shall WIL be liable to Sponsor under a Work Order for any amounts in excess of the of the greater of (i) with respect to any claim arising under such Work Order, the value of insurance proceeds actually recovered by WIL on account of such claim for damages incurred by Sponsor; or (ii) the total contract price specified in the Work Order,. This limitation shall not apply in relation to any breach by WIL of its confidentiality obligations.
Indemnification and Limitations. 18 7.1. Indemnification..........................................................................................18 7.2. Indemnification in Cash..................................................................................18 7.3. Indemnification Basket...................................................................................18 7.4. Survival of Indemnification Obligation..................................................................18 7.5. Limitation of Xxxxx'x Indeminification Obligations.......................................................19 8. Expenses......................................................................................................19 9. Termination...................................................................................................
Indemnification and Limitations. 9.1 MGM will indemnify and hold harmless Gen-Probe, its officers, directors, employees and agents ("Indemnified Parties") from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys' fees ("Losses") to which such Indemnified Parties may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of (a) a breach by MGM of any warranty, representation, covenant or agreement made by MGM in this Amendment, or (b) personal injury resulting from the manufacture of the Shaker/Xxxxx Instrument by MGM, except in each case, to the extent such Losses result from, the breach of this Agreement by, or the gross negligence or willful misconduct of, any of the Indemnified Parties.
9.2 Notwithstanding Section 9.1 above or any other provision of this Agreement, MGM will have no liability for any claim based on: (i) Gen-Probe's noncompliance with MGM's Specifications, (ii) any modification of or damage to the Shaker/Xxxxx Instrument after shipment by MGM, including any repair of the Shaker/Xxxxx Instrument performed by a party other than MGM or its designated agent(s), or (iii) use of the Shaker/Xxxxx Instrument in combination with materials or instrumentation from third parties not provided or approved by MGM and used in a manner that is materially inconsistent with the Operator's and Service Manuals for the Shaker/Xxxxx Instrument.
Indemnification and Limitations. You agree to protect, defend, indemnify and hold Us harmless against any and all claims arising from Your or Your customer’s use or misuse of the Services in this Agreement. We do not make any representations or warranties except as specifically set forth in this Agreement nor are We liable for any indirect, punitive, special, exemplary, incidental, or consequential damages in connection with or arising out of this Agreement. We will not be liable for any breach of contract due to any matter or thing beyond Our control, including failures by third parties to supply goods, services or transport, stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident. Our total liability under this Agreement shall not exceed the aggregate commission paid by Us to You during the Six (6) months immediately preceding the date of an applicable claim.
Indemnification and Limitations. A. Indemnification of Experian/Fair, Xxxxx. Subscriber will indemnify, defend, and hold Experian/Fair, Xxxxx harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including attorneys’ fees) arising out of or resulting from any nonperformance by Subscriber of any obligations to be performed by Subscriber under this Agreement, provided that Experian/Fair, Xxxxx have given Subscriber prompt notice of, and the opportunity and the authority (but not the duty) to defend or settle any such claim.
Indemnification and Limitations. A. Indemnification of Provider, Experian and Fair, Xxxxx. Client will indemnify, defend, and hold each of Provider, Experian and Fair, Xxxxx harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including attorneys’ fees) arising out of or resulting from any nonperformance by Client of any obligations to be performed by Client under this Agreement, provided that Experian/Fair, Xxxxx have given Client prompt notice of, and the opportunity and the authority (but not the duty) to defend or settle any such claim.
Indemnification and Limitations section 12.c) shall be replaced in its entirety.
