Indemnification and Warranties. 9.1 CRO shall defend, indemnify and hold harmless SPONSOR, its affiliated entities, and their respective trustees, officers, agents and employees from any and all losses, costs, expenses, liabilities, claims, actions and damages, directly and objectively attributable to the responsibility of CRO in the conduction of the Project and/or performance of the Services including without limitations, the failure to strictly comply with the Protocol, with good clinical practices, with Service timelines, with SPONSOR's written recommendations and instructions relative to the conduct of the Project, or with any applicable law, regulations or authority’s requirements, subject to the restrictions set forth in articles 9.2 and 9.3 below.
9.2 The above obligation of CRO shall not apply nor shall CRO be liable for any indemnification or expenses, and in fact, SPONSOR shall defend, indemnify, and hold harmless CRO, for actions or claims in any way arising from or caused by the wilful misconduct or gross negligence of SPONSOR or arising from or caused by any of its failures to comply with this Agreement.
9.3 The obligation of the indemnifying party hereunder, in connection with a third party claim or suit, shall apply only if the other party provides prompt written notification upon receipt of notice of any claim or suit (provided, however, that neither party shall be released from its obligations under this Section 9 if the failure to promptly notify the other party does not materially prejudice the defence of any claim), permits the indemnifying party and its attorneys and personnel to handle and control the defence of such claims or suits, including pre-trial, trial or settlement, and the indemnified party fully cooperates and assists in such defence. The indemnified party further agrees that it will not settle or compromise any such claim or suit without the prior written consent of the indemnifying party.
9.4 The parties shall secure and maintain in full force and effect through the performance of the Project (and following termination of the applicable Study to cover any claims arising from the applicable Study) insurance coverage in amounts appropriate to the conduct of the Project and the Services contemplated by the applicable Project, and shall provide evidence of insurance coverage in an acceptable form upon request.
9.5 In the event any breach or default by any of the Party of this Agreement with respect to its obligations under this Agreement, the respective Pa...
Indemnification and Warranties a. The Company agrees to indemnify Consultant and hold it harmless against any losses, claims, damages or liabilities arising out of, in connection with, orrelating in any manner, directly or indirectly, to a breach of this Agreement or the performance of the Services hereunder, unless it is finally determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence of Consultant, or any violation of applicable law by Consultant, including any misrepresentation of a material fact contained in information furnished in writing by Consultant. The Consultant agrees to indemnify the Company and hold it harmless against any losses, claims, damages or liabilities arising out of, in connection with, or relating in any manner, directly or indirectly, to a breach of this Agreement or the performance of the Services hereunder, unless it is finally determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence of Company, or any violation of applicable law by the Company, including any misrepresentation of a material fact contained in information furnished in writing by the Company.
b. The Company and Consultant agrees that if any indemnification sought pursuant to the preceding paragraph is finally judicially determined to be unavailable, then the Company and Consultant shall contribute to the losses, claims, liabilities, damages and expenses for which such indemnification or reimbursement is held unavailable in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and Consultant, on the other, in connection with this Agreement.
c. The Company represents and warrants that it is not a party to any consulting or financial advisory agreements of any kind that may conflict with this Consulting Agreement. The Company at the request of Consultant will offer confirmation, in writing, to that effect.
d. Consultant represents and warrants that the Services performed hereunder shall at all times be in compliance with all applicable state and federal laws and regulations, including, but not limited to, securities law and regulations.
e. Consultant has no liability to the Company for any acts or omissions in the performance of services except for act or omissions that are due to the gross negligence of Consultant.
Indemnification and Warranties. The Consultant agrees to defend, indemnify and hold harmless the Corporation, its officers, agents, employees, executors and assigns with respect to all claims, damages, judgments, actions and causes of action, arising out of the Consultant's (or its employees') negligent or unlawful acts or omissions that are adverse to the Corporation or any of its employees or agents, including, without limitation, (a) activities contrary to the relevant interests and recommendations of the Corporation, and (b) any use of Confidential Information, by the Consultant, including all costs, expenses and attorney's fees incurred in the defense of any and all claims and/or litigation.
Indemnification and Warranties a. The Company agrees to indemnify Consultant and hold it harmless against any losses, claims, damages or liabilities arising out of, in connection with, or relating in any manner, directly or indirectly, to a breach of this Agreement or the performance of the Services hereunder, unless it is finally determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence of Consultant or any violation of applicable law by Consultant, including any misrepresentation of a material fact contained in information furnished in writing by Consultant.
b. The Company and Consultant agrees that if any indemnification sought pursuant to the preceding paragraph is finally judicially determined to be unavailable, then the Company and Consultant shall contribute to the losses, claims, liabilities, damages and expenses for which such indemnification or reimbursement is held unavailable in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and Consultant, on the other, in connection with this Agreement subject, the limitation that in any event Consultant's, contribution to all losses, claims, liabilities, damages and expenses with respect to which contribution is available hereunder shall not exceed the amount of the cash fees actually received by Consultant hereunder.
c. The Company represents and warrants that it is not a party to any consulting or financial advisory agreements of any kind that may conflict with this Consulting Agreement. The Company at the request of Consultant will offer confirmation, in writing, to that effect.
d. Consultant represents and warrants that the Services performed hereunder shall at all times be in compliance with all applicable state and federal laws and regulations, including, but not limited to, securities law and regulations.
e. Consultant has no liability to the Company for any acts or omissions in the performance of services except for act or omissions that are clue to the gross negligence of Consultant.
Indemnification and Warranties. JMCo and Client agree to hold harmless, defend and indemnify the other party from and against any liability, loss, demand, claim or cause of action for personal injury or property damage due to or arising from the other party’s negligent acts. In no event shall either party be liable for incidental, consequential, or indirect damages which were not the probable and reasonably foreseeable result of that party’s performance or non-performance of its obligations under this Agreement. For purposes of clarity only, a party is liable for incidental, consequential, or indirect damages which were a reasonably foreseeable result of that party's performance or non-performance of its obligations under this Agreement. JMCo warrants to Client that it will perform the services in a professional manner. JMCo also agrees to honor the manufacturer’s warranty for equipment installed by JMCo under this Agreement. Except for the foregoing, JMCo makes no warranties, express or implied, to Client or any other party with respect to the equipment or services that JMCo is furnishing under this Agreement
Indemnification and Warranties. Licensor assumes no liability to Licensee or to third parties with respect to the services rendered by Licensee under the Licensed Trademarks and Licensee will indemnify Licensor against losses incurred by claims of third parties against Licensor involving Licensee’s provision of services under the Licensed Trademarks.
Indemnification and Warranties. While we have made every attempt to ensure that the information contained on the Website is correct, Blah Face, LLC is not responsible for any errors or omissions, or for the results obtained from the use of this information. All information on the Website is provided "as is", with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied. In no event will Blah Face, LLC, or its partners, employees or agents, be liable to you or anyone else for any decision made or action taken in reliance on the information on the Website, or for any consequential, special or similar damages, even if advised of the possibility of such damages. As with any business, your results may vary and will be based on your individual capacity, experience, expertise, and level of desire. There are no guarantees concerning the level of success you may experience. There is no guarantee that you will make any income at all and you accept the risk that the earnings and income statements differ by individual. Each individual’s success depends on his or her background, dedication, desire and motivation. The use of the information on the Website and Services should be based on your own due diligence and you agree that Blah Face, LLC is not liable for any success or failure of your business that is directly or indirectly related to the purchase and use of our information, products, and services reviewed or advertised on the Website. Furthermore, information contained on the Website and any pages linked to and from it are subject to change at any time and without warning.
Indemnification and Warranties. Seller and Buyer and their successors, assigns, subsidiaries, divisions and agents, will indemnify and hold harmless Snap‑on and any of its subsidiaries, successors, assigns, officers, directors, employees and agents, and each of them, against:
A. Any and all liabilities, losses, damages, deficiencies, claims, costs, or expenses of any nature resulting, directly or indirectly, from:
Indemnification and Warranties. The Company agrees to indemnify Midtown and hold it harmless against any losses, claims, damages or liabilities arising out of, in connection with, or relating in any manner, directly or indirectly, to this Agreement, or the rendering of services by Midtown in accordance with this Agreement, unless it is determined by a court of competent jurisdiction that such losses, claims, damages or liabilities arose out of the gross negligence of Midtown, or any violation of applicable law by Midtown. Additionally, the Company agrees to reimburse Midtown immediately for any and all expenses, including, without limitation, attorney fees, incurred by Midtown in connection with investigating, preparing to defend or defending, or otherwise being involved in, any lawsuits, claims or other proceedings arising out of or in connection with or relating in any manner, directly or indirectly, to this Agreement or the rendering of any services in accordance with the Agreement (as defendant, nonparty, or in any other capacity other than as a plaintiff, including, without limitation, as a party in an inter-pleader action); provided, however, that in the event a final determination is made by a court of competent jurisdiction that the losses, claims, damages or liability arose primarily out of the gross negligence of Midtown, or any violation of applicable law by Midtown, Midtown will remit to the Company such amount an amounts for which it had been reimbursed under this paragraph to the extent of its gross negligence. The Company further agrees that the indemnification and reimbursement commitments set forth in this paragraph shall extend to any controlling person, strategic alliance, partner, member, shareholder, director, officer, employee, agent or subcontractor of Midtown and their heirs, legal representatives, successors and assigns. Midtown represents and warrants that the Services performed hereunder shall at all times be in compliance with all applicable state and federal laws and regulations, including, but not limited to, securities laws and regulations.
Indemnification and Warranties. Each party agrees to conduct business in a manner that reflects favorably at all times on products, services and the good name, good will and reputation of the other party and avoid activities or practices which are or might be detrimental to such party. Integrated Systems agrees to indemnify Access Power (including paying all reasonable attorneys fees and costs of litigation) against and hold Access Power harmless from any and all claims by another party resulting from Integrated Systems acts, omissions or misrepresentations, regardless of the form of action. Access Power agrees to indemnify Integrated Systems (including paying all reasonable attorneys fees and costs of litigation) against and hold Integrated Systems harmless from any and all claims by another party resulting from Access Power's acts, omissions or misrepresentations, regardless of the form of action. Each party agrees to indemnify the other party against any and all claims by it for incidental, consequential, indirect, or special damages of any nature, including, without limitation, lost business profits or opportunities. Neither party shall be liable to the other for damages caused which result from events beyond its control, including, but not limited to, governmental order or regulation (unless such event occurs as a result of an actions of such party or subsidiaries), war, terrorism, inability to acquire or access third party services, fire, flood, earthquake, hurricane, or tornado. Access Power makes no warranties or representations as to the performance of the products or services to Integrated Systems or to any other person. To the extent permitted by applicable law, all implied warranties are hereby excluded by Access Power.
