Indemnification and Other Remedies. (a) Licensor shall indemnify TWC, the TWC Cable Systems, the persons who directly own the TWC Cable Systems and each of their respective affiliates (including controlling persons and related companies), officers, directors, shareholders, employees and agents (“TWC Indemnitees”) for, and shall hold them harmless from and against, any and all losses, settlements, claims, actions, suits, proceedings, investigations, judgments, awards, damages and liabilities (collectively, “Losses” and, individually, a “Loss”) which are sustained or incurred by or asserted against any of them and which arise out of (i) any breach of this Agreement by Licensor or (ii) the Programs (including, without limitation, any Loss arising out of libel, slander, defamation, indecency, obscenity, invasion of right of privacy or publicity, or infringement or violation of copyrights, music synchronization rights, trademark rights or patent rights) ), to the extent that such Losses do not arise directly from the TWC lndemnitees’ gross negligence or willful misconduct, and shall reimburse them for any and all legal, accounting and other fees, costs and expenses (collectively, “Expenses”) reasonably incurred by any of them in connection with investigating, mitigating or defending any such Loss; provided, however, that Licensor will not have any obligation or liability under this Section 11(a) to the extent that (A) TWC has an obligation or liability with respect to the same Loss under Section 11(b) or (B) the relevant Loss relates to violation of obscenity laws and would not have arisen but for TWC delivering Programs that Licensor identified as having been edited for Partial Editing Cable Standards to subscribers in states listed on Exhibit E (as such Exhibit may be amended from time to time by Licensor upon reasonable advance written notice to TWC). Licensor shall not be required to indemnify TWC hereunder to the extent that TWC is in breach of this Agreement, provided that Licensor is not in breach of this Agreement.
(b) TWC shall indemnify Licensor and its affiliates (including controlling persons and related companies), officers, directors, shareholders, employees and agents (the “Licensor Indemnitees”) for, and shall hold them harmless from and against, any and all Losses which are sustained or incurred by or asserted against any of them and which arise out of any breach of this Agreement by TWC, to the extent that such Losses do not arise directly from the Licensor Indemniteers’ gross n...
Indemnification and Other Remedies. Indemnification 12.2 Loans 12.3 [intentionally omitted] 12.4 Exclusivity 12.5 AS-IS Sale; Waiver of Warranties
Indemnification and Other Remedies a. Supplier will defend, indemnify and hold harmless Microsoft and Microsoft affiliates companies against all claims, demands, loss, costs, damages, and actions for (1) actual or alleged infringements of any third party IP or other proprietary rights, which arise from the Goods and Services provided under this PO, (2) any claim that, if true, would constitute a breach of Section 13 or any Supplier warranty contained herein, (3) any act or omission of or failure to comply with tax obligations or applicable laws, rules or regulations by Supplier or Supplier’s agents, employees, or subcontractors, (4) any breach of confidentiality or privacy obligations, (5) the negligent or willful acts or omissions of Supplier or its subcontractors, which results in any bodily injury or death to any person or loss, disappearance or damage to tangible or intangible property, and (6) any claims of its employees, affiliated companies or subcontractors regardless of the basis, including, but not limited to, the payment of settlements, judgments, and reasonable attorneys’ fees.
b. In addition to all other remedies available to Microsoft, if use of the Goods or Services under this PO are enjoined, injunction is threatened, or may violate applicable law, Supplier, at its expense will notify Microsoft and immediately replace or modify such Goods and Services so they are non-infringing, compliant with applicable law, and useable to Microsoft’s satisfaction. If Supplier does not comply with this Section 19(b), then in addition to any amounts reimbursed under this Section 19 (Indemnification and Other Remedies), Supplier will refund all amounts paid by Microsoft for infringing or non-compliant Goods and Services and pay reasonable costs to transition Services to a new supplier.
Indemnification and Other Remedies. 70 Section 12.01
Indemnification and Other Remedies. 11.1 UM and its officers and employees acting within the scope of their employment by UM are subject to the Maryland Tort Claims Act ("the Act"), Title 12, Subtitle 1, State Government Article, Annotated Code of Maryland, which permits claims in tort against the State of Maryland under certain circumstances. In order to file a claim under the Act, a claimant must submit a written claim to the Treasurer of the State of Maryland or a designee of that office within one year after (he injury to the person or property that is the basis of the claim.
11.2 CHC hereby agrees to defend, indemnify, and hold harmless UM, the University System of Maryland, and the State of Maryland, the regents, officers, employees, students, and agents of UM (collectively "Indemnitees") against any and all claims, costs, or liabilities, including attorney's fees and court costs at both trial and appellate levels, for any loss, damage, personal injury, or loss of life caused by negligence in the actions oi~ CHC or its officers, servants, or agents, or third parties acting on behalf of or under authorization from CHC in the performance of this Agreement; and to defend, indemnify and hold Indemnitees harmless from any liability arising out of or caused by any negligence in actions or omissions of CHC with respect to obligations incurred under this Agreement. The foregoing obligation will not apply to any claim, cost, or liability attributable solely to the negligence of Indemnitee personnel.
11.03 UM and CHC further agree that nothing in this Agreement will be interpreted as: (a) a denial to either party of any remedy or defense available to it under the laws of the States of Maryland or North Carolina; (b) the consent of the State of Maryland or its agents and agencies to be sued; or (c) a waiver of sovereign immunity or any other governmental immunity of the State of Maryland and UM beyond the extent of any waiver provided by law.
Indemnification and Other Remedies. 10.1 Survival; Sellers’ Liability 47 10.2 Rights Not Affected by Knowledge 47 10.3 Waiver of Condition 47 10.4 General Indemnification by the Sellers 47 10.5 Limitation on Amount of the Sellers’ Indemnification Liability 48 10.6 Indemnification Claim Limitations Periods 49 10.7 Procedure for Indemnification: Third-Party Claims 49 10.8 Procedure for Indemnification: Direct Claims 51 10.9 Losses Incurred in Mitigation 51 10.10 Reporting and Additional Payments 51 10.11 Waivers and Additional Agreements by Sellers 51 10.12 Nonexclusive Remedies; Injunctive Relief 52 10.13 Guaranty of Indemnity Obligations 52 10.14 Limited Indemnity by Buyer 52
Indemnification and Other Remedies. 25 9.1 Survival of Representations and Covenants......................................................25 9.2 Indemnification by the Seller..................................................................26 9.3 Indemnification by the Purchaser...............................................................27 10.
Indemnification and Other Remedies. 8.1 Survival 51 8.2 Rights Not Affected by Knowledge. 51 8.3 Waiver of Condition. 51 8.4 General Indemnification by Sellers. 51 8.5 Indemnification by Buyer 52 8.6 Limitation on Amount of Sellers’ Indemnification Liability. 53 8.7 Limitations on Amount of Buyer’s Indemnification Liability. 54 8.8 Indemnification Claim Limitations Periods. 55 8.9 Procedure for Indemnification: Third-Party Claims. 56 8.10 Procedure for Indemnification: Direct Claims. 59 8.11 Losses Incurred in Mitigation 60 8.12 Indemnification Payments; Insurance. 60
Indemnification and Other Remedies a. OWNER COVENANTS AND AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS THE CRA, CITY OF GROVELAND (hereinafter “CITY”) AND THE ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS AND REPRESENTATIVES OF THE CRA AND CITY, INDIVIDUALLY OR COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL OR BODILY INJURY, DEATH AND PROPERTY DAMAGE, MADE UPON THE CRA AND/OR CITY, DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO OWNER'S ACTIVITIES UNDER THIS AGREEMENT, INCLUDING ANY ACTS OR OMISSIONS OF OWNER, ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT, CONTRACTOR OR SUBCONTRACTOR OF OWNER, AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND REPRESENTATIVES, WHILE IN THE EXERCISE OR PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS AGREEMENT, ALL WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CRA AND CITY UNDER FLORIDA LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER FLORIDA LAW. THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE CRA AND CITY AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. OWNER SHALL PROMPTLY ADVISE THE CRA AND CITY IN WRITING OF ANY CLAIM OR DEMAND AGAINST THE CRA, CITY OR OWNER KNOWN TO OWNER RELATED TO OR ARISING OUT OF OWNER'S ACTIVITIES UNDER THIS AGREEMENT AND SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT OWNER’S COST. THE CRA AND CITY SHALL HAVE THE RIGHT, AT ITS OPTION AND AT OWNER’S EXPENSE, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING OWNER OF ANY OF ITS OBLIGATIONS UNDER THIS PARAGRAPH. OWNER FURTHER AGREES TO DEFEND, AT ITS OWN EXPENSE AND ON BEHALF OF THE CRA AND CITY AND IN THE NAME OF THE CRA AND CITY, ANY CLAIM OR LITIGATION BROUGHT AGAINST THE CRA AND CITY AND ITS OFFICIALS, EMPLOYEES, AND REPRESENTATIVES, IN CONNECTION WITH ANY SUCH INJURY, DEATH, OR DAMAGE FOR WHICH THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE. OWNER'S OBLIGATIONS UNDER THIS SUBSECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
Indemnification and Other Remedies
