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) 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.
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. MCDG will indemnify and hold harmless the Town and its Town Council, and employees and agents (the “Indemnified Parties”) for damages imposed upon them by a court of final determination based on any claims of third parties arising out of any act or omission of MCDG in the performance required of it by this Agreement, provided, however, that such indemnification (i) is not contrary to law and (ii) shall not apply to third party claims arising out of or relating to a negligent act or omission of the Town. The Town agrees that none of the foregoing shall be construed to release Town from the obligations it has undertaken elsewhere in this Agreement, in connection with the Town Incentives or otherwise. Except as otherwise set forth, each Indemnified Party and MCDG agree to pay their own costs incurred in such connection, including all costs incurred in connection with the preparation of this Agreement. MCDG SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY CLAIMS ARISING OUT OF ANY ACT OR OMISSION OF MCDG IN THE PERFORMANCE REQUIRED OF IT BY THIS AGREEMENT FOR SPECIAL INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES AND PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. This provision also applies to the indemnity set forth in the above paragraph.
Indemnification and Limitations. Customer will defend and indemnify Constellation against all losses, costs and expenses, including court costs and reasonable attorney’s fees, arising out of claims regarding payment, personal injury or property damage from or related to the gas (“Claims”) or other charges thereon which are incurred or attach at and after the Delivery Point. Constellation will defend and indemnify Customer against all losses, costs and expenses, including court costs and reasonable attorney’s fees, arising out of claims of title, personal injury or property damage from or related to the gas or other charges thereon which are incurred or attach before the Delivery Point. Notwithstanding any other provision of the Agreement to the contrary, the entire liability of each party for any and all Claims will be limited to direct actual damages only, subject in all cases to an affirmative obligation on the part of each party to mitigate its damages, and neither party will be liable for any consequential, exemplary, special, incidental or punitive damages, including, without limitation, lost opportunities or lost profits not contemplated by Section 11 below. Customer acknowledges and agrees that the utility is exclusively responsible for the gas distribution and delivery system, that Constellation has no independent control over their systems and will have no liability for any of their acts or omissions.
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. 11.1 Indemnification by the Owner’s Representative. Owner’s Representative shall indemnify and hold harmless the City, and its departments, elected officials, officers, and employees, from and against all losses, costs, damages and expenses, (including reasonable attorneys’ fees and other expenses), but only to the extent they are found to be caused by Owner’s Representative’s gross negligence, or criminal conduct in the performance of Services, including performance by Owner’s Representative’s employees, agents and subcontractors/subconsultants.
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.
Indemnification and Limitations. 12.1 Plantex shall indemnify, defend, save and hold TransOral 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 solely resulting from: (a) [***]; (b) [***]; (c) [***]; or (d) [***]. Notwithstanding the foregoing, Plantex shall have no obligations under this Section 12.1 for any liabilities, expenses or costs to the extent such liabilities, expenses or costs are attributable to claims covered under Section 12.2 below. 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. [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission.
Indemnification and Limitations. (a) Except as otherwise set forth in this Agreement and subject to the limitations set forth in this Agreement, from and after the Closing, the Sellers, jointly and severally, shall indemnify, defend and hold harmless the Purchasers and their officers, directors, shareholders, employees and agents and their successors and assigns against any loss, claim, damage, cost, obligation, liability, penalty and expense, including all legal and other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage or liability or action in respect of such matters (collectively referred to as "SECTION 8 DAMAGES") occasioned by, arising out of or resulting from any breach of any representation or warranty by, or default pursuant to a covenant of, any or all of the Sellers contained in this Agreement. Except as otherwise set forth in this Agreement and subject to the limitations set forth in this Agreement, from and after the Closing, the Purchasers, jointly and severally, shall indemnify, defend and hold harmless the Sellers and their officers, directors, shareholders, employees and agents and their successors and assigns against any Section 8 Damages occasioned by, arising out of or resulting from any breach of any representation or warranty by, or default pursuant to a covenant of, any or all of the Purchasers contained in this Agreement.
