Indemnification Insurance and Limitation of Liability l5. 1 Indemnification by Rubicon. Rubicon shall indemnify, defend and hold harmless Xxxxxx and its Affiliates their respective officers, directors, employees, agents and representatives ("Xxxxxx Indemnitees") from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses (including reasonable attorneys' fees) based upon or arising out of Rubicon's or its Affiliates' or Contractor's negligence, willful or deliberate misconduct; recklessness, or breach of any covenant, agreement, representation or warranty made by Rubicon or its Affiliates or Contractor in this Agreement; provided that Rubicon shall not be required to indemnify Xxxxxx or any Xxxxxx Indemnitee to the extent it arises from the negligence, willful or deliberate misconduct, or recklessness of Xxxxxx Indemnitees, Xxxxxx'x breach of this Agreement, or any other matter for which Xxxxxx is responsible to indemnify Rubicon and its Affiliates pursuant to Section 15.2 of this Agreement.
Indemnification Insurance and Limitation of Liability. 67 12.1 Indemnification................................................................... 67 12.2 Insurance......................................................................... 68 12.3
Indemnification Insurance and Limitation of Liability. 5.1. It is understood and agreed that the Assisting Party shall not be liable for any penalty, damages or losses whatsoever for delay or for failure to respond to any call for Aid or for any breach of this Agreement committed by the Assisting Party.
5.2. The Requesting Party shall indemnify and save harmless the Assisting Party(ies) from and against all losses, costs, damages, injury or expense to person or property of every nature or kind whatsoever arising out of, or in any way attributable to the provision of Aid, except where the same are due to the negligence of any employee of the Assisting Party(ies).
5.3. The Requesting Party shall indemnify and save harmless the Assisting Party(ies) for damage or loss of any apparatus or equipment which results due to the Assisting Party(ies) providing Aid.
5.4. The Requesting Party shall indemnify and save harmless the Assisting Party(ies) from and against all losses, costs, damages, injury, death or expense to person employed by the Assisting Party resulting from or in any way attributable to the provision of Aid except where caused by the negligence of the Assisting Party(ies).
5.5. The Requesting Party hereby remises, releases and discharges the Assisting Party(ies), its successors and assigns of all and from all manner of actions, causes of action or claims and demands of every nature or kind which the Requesting Party may have against the Assisting Party(ies) by reason of any breach of this Agreement on the part of the Assisting Party(ies).
5.6. Notwithstanding anything to the contrary in this Agreement, and in particular, sections 5.2, 5.3, or 5.4 of this Agreement, no party to this Agreement shall have any liability to the other whatsoever:
5.6.1. with respect to their respective obligations under this Agreement, or otherwise, for consequential, indirect, exemplary or punitive damages, even if they have been advised of the possibility of such damages; and
5.6.2. for any losses, claims, demands, actions, payments, judgments, costs or expenses whatsoever that a party may incur due to the other party’s refusal or inability to provide Aid upon request.
5.7. During the Term, the parties hereto shall each at its respective cost and expense maintain in full force and effect General Liability insurance in an amount not less than Five Million Dollars ($5,000,000.00) per occurrence for personal injury and/or property damage and any other insurance that is mutually agreed to by the parties hereto and reasonably obtai...
Indemnification Insurance and Limitation of Liability. 36 ARTICLE 10 Term and Termination 38
Indemnification Insurance and Limitation of Liability. During the term of this Interim Agreement: *** This portion of the agreement has been omitted pursuant to a request for confidential treatment and has been filed separately with the SEC.
(a) Except as provided in Section 3(c), CAM shall indemnify, hold harmless and defend IAI (and its officers, directors and subcontractors) from and against any and all claims (including negligence) for or in respect of any loss, expense, liability, property damage and bodily injury (including death) of whatever kind which CAM (or any officers or director of CAM; and CAM’s subcontractors) may suffer in connection with or arising out of the Services provided under this Interim Agreement, unless the damage results from the gross negligence or willful misconduct of IAI;
(b) CAM shall include IAI (and any officer or director of IAI; and IAI’s subcontractors) as additional insureds and/or loss payees under its all risk hull insurance policies and its liability insurance policies. Without limiting IAI’s indemnity, hold harmless and defense obligations, loss payee status will not apply where IAI is performing any test flight on the PC Aircraft;
(c) IAI shall indemnify, hold harmless and defend CAM (and its officers, directors and subcontractors) from and against any and all claims for or in respect of any loss, expense, liability, property damage and bodily injury (including death) of whatever kind which IAI (or any officers or director of IAI; and IAI’s subcontractors) may suffer in connection with or arising out of the Services provided under this Interim Agreement when such claim or loss: (i) results from the gross negligence or willful misconduct of IAI, its directors, officers, servants, agents or employees; or (ii) in the case of any damage to, loss or destruction of Delivered Aircraft or other CAM Equipment, while in the possession of IAI and until Re-Delivery, if such damage, loss or destruction is the result of the negligence, gross negligence or willful misconduct of IAI, its directors, officers, servants, agents or employees. To meet its indemnity obligation, IAI will maintain aviation premises insurance, aviation products liability, including grounding, and completed operations insurance, bodily injury, property damage and hanger-keepers’ legal liability insurance in a minimum amount of $100,000,000 per occurrence and aggregate, where applicable. The agreed on value of each Delivered Aircraft is $33,000,000 and IAI will declare the same to its insurers and such amount ...
Indemnification Insurance and Limitation of Liability. 1Indemnification by Licensor. Licensor shall indemnify and hold harmless Licensee and its Affiliates and their respective directors, officers, employees and agents from and against any and all Damages, arising out of or resulting from any claim, demand, action, suit or proceeding by a Third Party (collectively, a “Third Party Claim”) to the extent arising from: (a) any breach by Licensor of any of its representations, warranties or material obligations under this Agreement; (b) any gross negligence or willful misconduct of Licensor or any of their respective employees or agents in connection with this Agreement; (c) any Development, Commercialization, storage, handing or use of the Licensed Products by Licensor, its Affiliates and/or their respective Sublicensees, distributors, agents and/or customers outside the Territory; or (d) in the event of termination of this Agreement with respect to the XXXX Product pursuant to Section 12.2 or Section 12.3, any Development, Commercialization, storage, handing or use of the XXXX Products by Licensor, its Affiliates and/or their respective Sublicensees, distributors, agents and/or customers in the Territory; provided further that Licensor shall not have any obligations under this Section 11.1 to the extent such Damages arise out of the gross negligence, recklessness, or wrongful acts or omissions of Licensee. Licensor’s indemnification obligations shall be limited to the extent covered by Licensee’s indemnification obligation under Section 11.2.
Indemnification Insurance and Limitation of Liability. 7.1 Indemnification by each of Client and Farmer
Indemnification Insurance and Limitation of Liability. Each party hereto shall indemnify and hold harmless the other party, such other party's affiliates, and the officers, directors, employees, agents and representatives of all thereof from and against any and all claims, damages, actions, costs and expenses (including reasonable attorneys' fees) arising out of or relating to a breach by such party of any of its representations, warranties or undertakings set forth in this Agreement or arising out of or relating to such party's intentionally wrongful or grossly negligent conduct in connection with this Agreement or with such party's performance hereunder. In the event of a claim for which indemnification is to be sought hereunder, the party to be indemnified shall provide prompt written notice of such claim to the other party, shall allow the other party to control the defense of such claim and shall cooperate with the other party in conducting such defense. Each party shall at all times during the term of this Agreement maintain such insurance coverage, if any, that is commercially reasonable in light of the nature, volume and location of such party's business activities in connection with this Agreement. In no event shall either party be liable to the other or to any third party for incidental, special, punitive or consequential damages (including but not limited to lost profits) relating to this Agreement or the Service.
Indemnification Insurance and Limitation of Liability. 5.1 Licensee shall at all times during the Term of this Agreement and thereafter, indemnify, defend and hold OvaScience, and its respective trustees, directors, officers, employees and Affiliates, harmless against all claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, including any claims arising out of the death of or injury to any person or persons or out of any damage to property, resulting from the development, production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Product(s) and/or Licensed Process(es) or arising from any obligation or act of Licensee hereunder, including any breach of this Agreement by Licensee or any of its Affiliates, sublicensees or agents.
5.2 Licensee shall obtain and carry in full force and effect commercial, general liability insurance which shall protect Licensee and OvaScience with respect to events covered by Section 5.1 above. Without limiting the foregoing, not later than [***] days before the date on which Licensee or any Affiliate or sublicensee of Licensee shall, on a commercial basis, make, use, or sell any Licensed Products or Licensed Processes , and at all times thereafter until the expiration of all applicable statutes of limitation pertaining to any such manufacture, marketing, possession, use, sale of other disposition of any Licensed Products or Licensed Processes, Licensee will, at its expense, obtain and maintain in full force and effect, comprehensive general liability insurance, including product liability insurance and clinical trial insurance in such amounts as each such party customarily maintains with respect to the marketing, manufacture and sale of its other products. Such insurance shall be written by a reputable insurance company, shall list OvaScience as an additional named insured thereunder, shall be endorsed to include product liability coverage and shall require [***] days written notice to be given to OvaScience prior to any cancellation or material change thereof. The limits of such insurance shall not be less than the amount considered reasonable in the relevant industry for a similarly situated company.
Indemnification Insurance and Limitation of Liability. 15.1 By Xxxxx Xxxxx shall indemnify, defend and hold harmless TOI and its Affiliates, and its and their respective directors, officers, and employees (collectively, the “TOI Indemnitees”) from and against any and all losses, damages, penalties, fines, costs or expenses (including reasonable attorneys’ or accountants’ fees, and other reasonable expenses of litigation) (collectively, “Losses”) arising from any claim, suits, action, demand, lawsuit, arbitration, legal or administrative or regulatory proceeding, charge, complaint, investigation or judgment by a Third Party (other than a TOI Indemnitee but including any past or current employee of Kiora or a Co-Inventor) or Regulatory Authority (each, a “Third Party Claim”) against a TOI Indemnitee to the extent such Third Party Claims result from the gross negligence or wilful misconduct of Kiora or any of its Affiliates save where such Third Party Claim arises from a circumstance described in Section 15.2.
