Indemnification Damages. Seller will indemnify and hold harmless HSY and its agents, employees, officers, directors, subsidiaries, affiliates, successors and assigns from and against all liens, claims (including third party claims), encumbrances, demands, losses, attorneys’ fees (“Claims”), arising out of or resulting from Seller’s performance of its obligations under this Order, use of HSY owned property or equipment, breach of the Warranties, any work done on HSY’s premises in connection with this Order or Seller’s negligence, fault or misconduct. This obligation will not extend to Claims to the extent caused by HSY’s gross negligence or willful misconduct. Seller will be responsible for all damages, costs and expenses to HSY that result from Seller’s breach of any term, condition or Warranty in this Order including Seller’s failure to produce Goods according to this Order and HSY’s Specifications. Such damages will include, without limitation, any expenses or increased costs of alternative products, business interruption losses (i.e., lost profits based upon inability to fulfill customer demand) and all other direct and consequential damages. Seller will also be responsible for HSY’s costs of any Goods which
Indemnification Damages. Seller shall indemnify, hold harmless and at Xxxxx’s request by counsel reasonably satisfactory to Buyer, defend Buyer and its officers, directors, shareholders, customers, agents and employees, against any and all liabilities, claims, losses, damages, fines, penalties, costs and expenses, including, without limitation, attorneys. fees and costs, arising from or related to (a) any breach of a representation or warranty by Seller contained in this Agreement, (b) failure to observe any covenant of Seller contained in this Agreement, (c) or otherwise caused by the Goods or by any act or omission of Seller, its employees, representatives or agents,
Indemnification Damages. Seller will indemnify and hold harmless HSY and its agents, employees, officers, directors, subsidiaries, affiliates, successors and assigns from and against all liens, claims (including third party claims), encumbrances, demands, losses, attorneys’ fees, penalties and/or fines (“Claims”), arising out of or resulting from Seller’s performance of the work, use of HSY owned property or equipment, breach of the Warranties, work done on HSY’s premises or Seller’s negligence or misconduct. This obligation will not extend to Claims to the extent caused by HSY’s gross negligence or willful misconduct. Seller will be responsible for all damages and expenses (without prejudice to HSY's rights of repudiation in relation to the same) to HSY that result from Seller’s breach of any term or warranty in this document or any Order including Seller’s failure to produce Goods according to HSY’s Orders and Specifications. Such damages will include, without limitation, any expenses or increased costs of alternative products, business interruption losses (i.e., lost profits based upon inability to fulfill customer demand) which is hereby agreed between the parties to be a foreseeable loss and resulting directly out of the breach by Seller, and all other direct and consequential damages. Seller will also be responsible for HSY’s costs of any Goods which cannot be utilized and other expenses directly resulting from capacity conflicts or limitations not identified to HSY in time to prevent such losses.
Indemnification Damages. (a) By Program Originator. Program Originator shall indemnify, defend and hold harmless Service Provider and each officer, director, employee, insurer, successor, and assign thereof against any and all losses, claims, damages, liabilities, costs and expenses (including costs of defense of every kind whatsoever and the aggregate amount in reasonable settlement of any action, suit, proceeding or claim) which Service Provider may incur or for which Service Provider may become liable on account of any claim, action or proceeding brought against Service Provider claiming damages under any law, common law or otherwise, to the extent that such claims, actions or proceedings, whether in whole or in part, arise or are alleged to arise out of or by reason of or in connection with, directly or indirectly, any action or failure to act on the part of Program Originator, its employees or agents.
Indemnification Damages. Lessor hereby rents to Lessee the portion of the Pavilion (the “Facility”) for the date and period, all as specified on Lessee’s Rental Permit. The deposit charge and rental fee must be paid when Lessee reserves the use. The optional indoor restroom facility (custodial) fee must be paid at least 30 days before the scheduled use.
Indemnification Damages. The Party providing Dedicated Employees shall indemnify the other Party and its Affiliates against all claims, losses, damages, or liabilities for personal injury, death or property damage, including related attorney's fees and expenses of any kind whatsoever, to the extent incurred by reason of or to the extent arising out of any acts or omissions of the Alliance Manager or any Dedicated Employee employed by such Party on or off the premises of the other Party.
Indemnification Damages. Indemnification/Damages. AVV hereby agrees to indemnify, and hold GSMLS and its Participants and Subscribers harmless, for any and all damages and costs they incur, including their reasonable attorneys fees, in
Indemnification Damages. 1. Trust Entity agrees to indemnify, defend and hold harmless the Distributor, its affiliates and the Fund Company, the Funds and their affiliates (including all officers, trustees, directors, employees and agents thereof) (a “Fund Indemnified Party”) from and against any and all claims, losses, demands, liabilities or expenses (including reasonable attorneys’ fees) of any sort or kind which may be asserted against a Fund Indemnified Party for which a Fund Indemnified Party may be held liable in connection with this Agreement (a “Claim”) except to the extent such Claim resulted from the Fund Indemnified Party’s willful misfeasance, bad faith or gross negligence in connection with any activities undertaken pursuant to the terms of this Agreement. All expenses which Trust Entity incurs in connection with its activities under this Agreement shall be borne by the Trust Entity. This Section shall survive the termination of the Agreement or any provision hereof.
2. Distributor agrees to indemnify, defend and hold harmless the Trust Entity and its affiliates (including all officers, trustees, directors, employees and agents thereof) (a “Trust Entity Indemnified Party”) from and against any and all claims, losses, demands, liabilities or expenses (including reasonable attorneys’ fees) of any sort or kind which may be asserted against a Trust Entity Indemnified Party for which a Trust Entity Indemnified Party may be held liable in connection with this Agreement (a “Claim”); provided, however, such Claim resulted from the Distributor’s willful misfeasance, bad faith or gross negligence in connection with any activities undertaken pursuant to the terms of this Agreement. All expenses which Distributor incurs in connection with its activities under this Agreement shall be borne by the Distributor. This Section shall survive the termination of the Agreement or any provision hereof.
Indemnification Damages. 10.1 Indemnification by PUMA. PUMA will indemnify and hold harmless CANbridge, its Affiliates and their respective directors, officers, employees and agents (collectively, the “CANbridge Indemnified Parties”), from, against and in respect of any and all Losses incurred or suffered by any CANbridge Indemnified Party to the extent resulting from: (a) any breach of any representation or warranty made by PUMA in this Agreement, or any breach by PUMA of any obligation, covenant or agreement in this Agreement; (b) the negligence or intentional misconduct of PUMA or any of its Affiliates, sublicensees, or contractors, or any of their respective directors, officers, employees and agents, in performing PUMA’s obligations or exercising PUMA’s rights under this Agreement; (c) activities conducted by or on behalf of PUMA, its Affiliates or its sublicensees or contractors related to the Development, Manufacture, Commercialization or other Exploitation of Licensed Products anywhere in the world prior to the Effective Date; and (d) activities conducted by or on behalf of PUMA or its Affiliates, sublicensees or contractors related to the Development, Manufacture, Commercialization or other Exploitation of Licensed Products outside the Territory during the Term.
10.2 Indemnification by CANbridge. CANbridge will indemnify and hold harmless PUMA, its Affiliates and their respective directors, officers, employees and agents (collectively, the “PUMA Indemnified Parties”), from, against and in respect of any and all Losses incurred or suffered by any PUMA Indemnified Party to the extent resulting from: (a) any breach of any representation or warranty made by CANbridge in this Agreement, or any breach by CANbridge of any covenant or agreement in this Agreement, (b) the negligence or intentional misconduct of, or violation of Law by, CANbridge, any of its Affiliates, Sublicensees or contractors, or any of their respective directors, officers, employees and agents, in performing CANbridge’s obligations or exercising CANbridge’s rights under this Agreement, or (c) the Development, Commercialization, Manufacture or other Exploitation of any Licensed Product by or on behalf of CANbridge, its Affiliates, Sublicensees or contractors in the Territory during the Term.
Indemnification Damages. 12.1 USER agrees that all participants and spectators are employees or invitees of USER. As such, USER is liable for all damages resulting from any employee’s or invitee’s negligent or grossly negligent utilization of the facilities and services provided by UNIVERSITY. The denial of coverage by an insurer under a policy of insurance required under this Agreement or the inadequacy of coverage to satisfy any damages sustained shall not excuse or limit in any way USER’s liability for such damages. Except as specifically provided herein, the terms and conditions of this Agreement do not require UNIVERSITY to relinquish control of its facilities and services to USER except to the extent necessary for USER to utilize the facilities for the purposes described in this Agreement. UNIVERSITY retains the right to require USER, or any of its participants, to leave the Facilities in the event of any violations of federal, state, or local laws or ordinances which might reasonably be expected to endanger the health and safety of persons participating in the USER events or which may reasonably be expected to cause substantial harm to the Facilities, or any regulations of the UNIVERSITY or to which the UNIVERSITY is subject. The University of North Florida Board of Trustees, a public body corporate, and the State of Florida, assume no responsibility for loss or theft of personal property or damage to personal property of USER or any of its participants.
12.2 USER shall indemnify and hold harmless UNIVERSITY and the State of Florida, their officers, employees, agents, and students from and against any and all costs, losses, damages, liabilities, expenses, demands, and judgments, including court costs and attorney's fees, which may arise out of or in connection with the use or occupancy of the Facilities by USER, its officers, employees, agents, guests, invitees, or in connection with or arising from USER’s failure to comply with any laws, statutes, ordinances, codes, rules or regulations, including in connection with such liability caused by, or arising out of death or injury to any person or damage to property, or occurring due to defamation, copyright infringement, or otherwise.
