Indemnification and Warranties. A. INDEMNIFICATION SCIEN and HEMISPHERX (each an "Indemnifying Party") shall indemnify, defend and hold harmless and the other Party's subsidiaries or affiliates, their agents, directors, officers, employees and assigns (the "Indemnified Parties") from and against all losses, liabilities, damages, demands and expenses (including reasonable attorneys' fees and expenses) arising out of, as a result of, or in connection with (i) the negligent actions of the Indemnifying Party, its employees or any third party acting on behalf of or under authority of the Indemnifying Party in the performance of this Agreement and/or (ii) the violation of any representation or warranty of Indemnifying Party in this Agreement. Each Party's obligations under this provision shall be subject to the other Party providing reasonable notice of any such claim. Each Party shall defend with competent counsel and pay all costs of defence, including attorneys' fees, and any and all damages and court costs awarded in respect to such claim, action or proceeding regarding the claim of infringement. The Indemnified Parties agree to permit the Indemnifying Party to defend, compromise, or settle any such claim, action or proceeding and further agree to provide all available information, and reasonable assistance to enable the other Indemnifying Party to do so. However, neither party will be liable under this indemnity for any losses, liabilities, damages, demands or expenses arising out of the gross negligence or wilful misconduct of the other party or any of its affiliates, agents, directors, officers, employees or assigns. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE LICENSE GRANTED PURSUANT TO THIS AGREEMENT OR THE USE OR COMMERCIAL DEVELOPMENT OF PRODUCT. {***} Confidential portions of this exhibit have been redacted and filed separately with the Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Indemnification and Warranties a. The Company agrees to indemnify Consultant and Consultant agrees to indemnify Company to 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.
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.
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:
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. 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. 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. 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. 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.
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.
