Indemnification and Other Remedies. 12.1 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.
Indemnification and Other Remedies a. Seller shall indemnify and hold Buyer harmless against any loss, costs, expense, deficiency, liability or damage incurred by Buyer from:
Indemnification and Other Remedies. 70 Section 12.01
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 Portions of this Exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked “[***]” in this Exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment. (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.
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. 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. 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.
Indemnification and Other Remedies. (a) Licensor shall indemnify and, subject to Section 8(c), defend TWC, its affiliates (including without limitation the Division), and each of their respective officers, directors, shareholders, employees and agents 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") that are sustained or incurred by or asserted against any of than and that (i)(A) with respect to any claim brought by TWC hereunder to enforce its rights against Licensor, any final adjudicated breach of this Agreement by Licensor and (B) with respect to any third party claim, that arise out or any breach or alleged breach of this Agreement by Licensor (including, without Licensor's warranties and representations contained herein); or (ii) arise from the Programs, including the promotion or advertising of any 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 or performance rights, trademark rights or patent rights) 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.
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 ARTICLE XI
