Indemnification and Limitations Sample Clauses

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, 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 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) 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. (b) Neither party shall be required to indemnify the other party relating to claims for breaches of representations and warranties until the indemnifiable damages, individually or in the aggregate, exceed $100,000 (the "HURDLE RATE"), at which point such indemnifying party shall be responsible for all indemnifiable damages that may arise in excess of the Hurdle Rate. The Hurdle Rate shall not be applicable to claims for damages relating to any nonfulfillment of the Sellers' obligations under the Excluded Liabilities.

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. 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. 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. 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. 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.