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. 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, Bureaus and Fair, Xxxxx. End User will indemnify, defend, and hold each of APSCREEN, Bureaus 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 Bureaus/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, BUREAUS 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 APSCREEN, BUREAUS 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. 10.1 Plantex shall indemnify, defend, save and hold harmless Valera and each of its Affiliates and their respective officers, directors, employees and agents from and against Loss or Losses payable to third parties in connection with any and all Actions by third parties solely resulting from, or arising out of (a) any material breach of any warranty or material non-fulfillment or non-performance by Plantex of any covenant or obligation of Plantex under this Agreement or (b) any enforcement action by a Regulatory Authority relating to the API resulting from the failure by Plantex to comply with applicable laws, rules, orders or regulations. 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; provided, however, that Plantex shall have no liability to Valera for any Actions or Losses to the extent that such Actions or Losses resulted from or arose out of: (i) the negligence or willful misconduct of Valera or its directors, officers, Affiliates, employees, servants, agents or any person for whose actions Valera is legally liable; (ii) a material breach by Valera of any of its representations, warranties, covenants or agreements set forth in this Agreement; or (iii) any matter for which Valera has liability to Plantex pursuant to Section 10.2.
10.2 Valera 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 Valera or material non-fulfillment or non-performance by Valera of any covenant or undertaking made herein, (b) any actual or alleged defect in any Finished Product or other product liability claim relating to any Finished Product, (c) any actual or alleged infringement (whether direct, contributory or induced) or violation of any patent, trade secret or proprietary rights of any third party arising out of the registration, importation, storage, Manufacture, use, sale and/or distribution of any Finished Product (each, a “Claim of Infringement”) or (d) any enforcement action by a Regulatory Authority relating to any Finished Product resulting from the failure by Valera to comply with applicable laws,...
Indemnification and Limitations. 11.1 In exercising its rights under this LICENSE AGREEMENT, LICENSEE shall materially comply with the requirements of any and all applicable laws, regulations, rules and orders of any governmental body having jurisdiction over the exercise of rights under this LICENSE AGREEMENT. LICENSEE further agrees to indemnify and hold CSMC, its officers, directors, employees, and agents harmless from and against any costs, expenses, attorneys’ fees, citation, fine, penalty and liability of every kind and nature, which might be imposed directly against CSMC, its officers, directors, employees, or agents by reason of any asserted or established violation of any such laws, order, rules and/or regulations by LICENSEE.
11.2 LICENSEE agrees to indemnify, hold harmless and defend CSMC, its officers, directors, employees, and agents against any and all claims, suits, losses, damage, costs, fees, and expenses (“LOSSES”) asserted by THIRD PARTIES, both government and private, resulting from or arising out of the exercise of LICENSEE’s rights under this LICENSE AGREEMENT, provided such LOSSES do not result from CSMC’S or its officers’, directors’, employees’ or other agents negligence, intentional misconduct, breach of this LICENSE AGREEMENT, or failure to comply with any applicable laws, rules, or regulations.
11.3 LICENSEE is required to maintain in force at its sole cost and expense, with reputable insurance companies, insurance coverage in amounts and of types (including products liability and general liability policies at such time as is appropriate) reasonably sufficient to cover its activities and protect against liability under Sections 11.1 and 11.2 above. CSMC shall have the right to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner. Such insurance policies shall name CSMC as an additional insured party, and shall provide a minimum of $10,000,000 in coverage in the aggregate and provide for a thirty (30) day notice to CSMC of any material change in coverage under such policies. LICENSEE shall provide CSMC with Certificates of Insurance within thirty (30) days of the EFFECTIVE DATE (subject to extension if reasonably required) and annually thereafter, evidencing the policies required in accordance with this Section 11.3.
11.4 EXCEPT WITH RESPECT TO BREACHES OF SECTION 12, IN NO EVENT WILL EITHER PARTY OR THEIR AFFILIATES BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES INCLUDIN...
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 section 12.c) shall be replaced in its entirety.
Indemnification and Limitations. The Interveners shall have any liability for indemnification hereunder with respect to any misrepresentations, breaches of warranty or failures to fulfill any covenants or agreements set forth in section 9.2 each up to a maximum aggregate amount of one hundred thirty seven thousand and five hundred dollars ($137,500), namely one hundred thirty seven thousand and five hundred dollars ($137,500) for Talbot and one hundred thirty seven thousand and five hundred dollars ($137,500) for Xxxxxxxxxxx. Each of the Interveners shall be jointly but not severally liable. Should any amount be received from or returned by any tax authority to BCC or CLI, as the case may be, for matters that originate prior to February 1, 2005, then Garda, Holding, BCC or CLI, as the case may be, shall first set-off any amount owed by the Interveners to Garda, Holding, BCC or CLI, as the case may be, and then return any balance thereof to the Interveners, without further any obligation or justification on Garda, Holding, BCC or CLI's part. The Purchaser shall not instigate any claim or take any proceedings under section 6.4 hereof, until Losses have reached the aggregate amount of twenty-five thousand dollars ($25,000). Should Losses exceed twenty-five thousand dollars ($25,000), Interveners shall indemnify the Purchaser for the full and total Losses amount to the extent of the maximum non several liability of one hundred thirty-seven thousand five hundred dollars ($137,500) for each of Talbot and Xxxxxxxxxxx and within the scope of such liability as described in section 9.1 hereof.
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.
