Indemnification Limitation of Liability and Insurance. 8.1 The Licensee indemnifies, holds harmless and defends with counsel reasonably acceptable to Licensor, the Licensor, the Inventors, the University of Victoria’s and IDC’s Boards, officers, employees, faculty, students, agents and JHU’s present and former trustees, officers, faculty and students against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of the exercise of any rights under this Agreement, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought) at all from or out of the use or as a consequence of the practice of the Patent Rights, Technology, Licensed Products, Licensed Processes and Licensed Services licensed under this Agreement by the Licensee, an Affiliate, or its Sublicensees, customers or end-users whether or not Licensor or said Inventors, either jointly or severally, is named as a party defendant in any such lawsuit and whether or not Licensor or the Inventors are alleged to be negligent or otherwise responsible for any injuries to persons or property. The obligation of the Licensee to defend and indemnify as set out in this Article shall survive the termination of this Agreement, shall continue even after assignment of rights and responsibilities to an Affiliate or Sublicensee, and shall not be limited by any other limitation of liability elsewhere in this Agreement.
Indemnification Limitation of Liability and Insurance. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless ACT and its affiliates, successors, assigns, agents, officers, directors, shareholders and employees (each, an “Indemnified Party”), at LICENSEE’s sole cost and expense, against all liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property resulting from the production, manufacture, sale, use, lease, performance, consumption or advertisement of the LICENSED PRODUCTS, LICENSED PROCESSES or LICENSED SERVICES or arising from any obligation, act or omission, or from a breach of any representation or warranty of LICENSEE hereunder, excepting only claims that result from (a) the willful misconduct or gross negligence of ACT, (b) any material breach by ACT of its representations and warranties under this Agreement, and (c) claims alleging that the use of any of the PATENT RIGHTS or KNOW-HOW infringe upon any patent, trade secret, or moral right of any third party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify LICENSEE in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) LICENSEE shall have control of the defense or settlement, provided that the Indemnified Party shall have the right (but not the obligation) to participate in such defense or settlement with counsel at its selection and at its sole expense; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at LICENSEE’s expense.
Indemnification Limitation of Liability and Insurance. 28 9.1. Indemnification 28 9.2. Liability for Losses in Pension Fund. 28
Indemnification Limitation of Liability and Insurance. 1. Intellectual Property Infringement Indemnification.
Indemnification Limitation of Liability and Insurance. 9.1. Indemnification. A Trustee must be indemnified out of the Pension Fund against all costs, charges and expenses actually and reasonably incurred by that person, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which the person is made a party because of being or having been a Trustee, and including an action brought by the Board, if:
Indemnification Limitation of Liability and Insurance. VENDOR agrees to indemnify, defend, and hold AAA Mid-Atlantic, the American Automobile Association and their officers, directors, agents, and employees, harmless against any and all loss, liability, claim, damage, or expense (including, without limitation, court costs and attorneys' fees) resulting from bodily injury, personal injury, or property damage arising out of any act or omission of VENDOR, its employees or agents, in providing goods or services to AAA or CAA Members under this Agreement. SAMPLE VENDOR shall, at all times during the term of this Agreement, maintain occurrence-based commercial general liability insurance, including coverage for bodily injury, personal injury, property damage, products liability and contractual liability, with a limit of no less than one million dollars ($1,000,000) per occurrence. NEITHER PARTY WILL BE LIABLE TO THE OTHER (OR TO ANY THIRD PARTY) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR LOSS OF DATA, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. THIS LIMITATION OF LIABLILTIY WILL APPLY TO ALL CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE AND OTHER TORTS.
Indemnification Limitation of Liability and Insurance. 6.1 MUTUAL INDEMNIFICATION.
Indemnification Limitation of Liability and Insurance. 21 8.1. Indemnification 21 8.2. Liability for Losses in Retiree Benefit Fund 21 8.3. Liability for Other Matters 22 8.4. Reliance on Documents, etc 22 8.5. Reliance on Advisors 22 8.6. Further Assurances 22 8.7. Recourse Solely Against Retiree Benefit Fund 22 8.8. Financial Responsibility for the Retiree Benefit Plan 23 8.9. No Liability for Trustees Appointed 23 8.10. Extended Meaning of Trustee, etc 23 8.11. Bonding 23 8.12. Fiduciary Liability and Other Insurance 23
Indemnification Limitation of Liability and Insurance. 7.1 Indemnification by Buyer
Indemnification Limitation of Liability and Insurance. 43 6.1 Indemnification 43 6.2 Insurance Requirements 45 6.3 Limitation of Liability 45 7. CONFIDENTIALITY; PUBLICITY 46 7.1 Confidentiality 46 7.2 Authorized Disclosure and Use 46 7.3 Certain Regulatory Filings 47 7.4 Public Announcements 47 7.5 Use of Names 47
