INDEMNIFICATION, LIMITED LIABILITIES Sample Clauses

INDEMNIFICATION, LIMITED LIABILITIES. 7.1 The provisions of Sections 11.1 and 11.2 of the License Agreement are hereby incorporated by reference on a mutatis mutandis basis applying to all Parties to this Agreement, subject to the Consultant being liable to the Company for any breach by the Consultant of Section 1.6, Section 5 and/or Section 6 above.
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INDEMNIFICATION, LIMITED LIABILITIES. 8.1 The Company shall defend, indemnify and hold harmless Investigator, Hadasit, HMO, and any of their respective employees, agents or contractors (collectively, the “Indemnitees”), promptly upon their first demand, from and against any loss, damage, liability and expense (including reasonable legal fees), with respect to any responsibility, charges, damages and/or product liability claim which may result from the performance of the Services and for any damage caused by Company personnel using HMO equipment and facilities in contrary with the terms hereof. The Company’s indemnification obligations hereunder shall be subject to the Company being notified in writing as soon as practicable under the circumstances of any complaint or claim potentially subject to indemnification and any liability hereunder shall be proportionately reduced to the extent the loss, damage or liability was caused or increased by the negligence or willful misconduct of an Indemnitee.
Sample 1
INDEMNIFICATION, LIMITED LIABILITIES. 8.1. The Company shall defend, indemnify and hold harmless the Consultant, Hadasit, HMO and any of their respective employees, agents or contractors (collectively, the “Indemnitees”), promptly upon their first demand, from and against any loss, damage, liability and expense (including reasonable legal fees), with respect to any responsibility, charges, damages derived from product liability claim which may result from the performance of the Services. Indemnification obligations hereunder shall be proportionately reduced and shall not apply to the extent that any particular claim results from Indemnitee’s (a) breach of this Agreement, or (b) negligence, recklessness or willful misconduct. Notwithstanding the aforesaid, the Company’s indemnification obligations shall be subject to the Company being notified in writing as soon as practicable under the circumstances of any complaint or claim potentially subject to indemnification.
Sample 1

Related to INDEMNIFICATION, LIMITED LIABILITIES

  • Limited Liability Indemnification (a) Notwithstanding anything to the contrary in this Agreement, and except to the extent required by applicable law, no Indemnitee shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by such Indemnitee in its capacity as a person of the type described in the definition of the term, “Indemnitee,” provided that such Indemnitee acted in good faith and such action or omission does not involve the gross negligence or willful misconduct of such Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith or that an action or omission involves gross negligence or willful misconduct.

  • Limited Liability and Indemnification Section 7.01.

  • Indemnification - General The Company shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in this Agreement and (b) to the fullest extent permitted by applicable law in effect on the date hereof and as amended from time to time. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

  • Indemnification of General Partner The Partnership shall indemnify the General Partner, the members, managers, directors, officers, agents and employees of the General Partner against any losses, liabilities, damages and expenses to which any of such persons may become subject, including attorneys’ fees, judgments and amounts paid in settlement, actually and reasonably incurred by them, and advance all expenses to them, in connection with any threatened, pending or completed action, suit or proceeding to which any of them was or is a party or is threatened to be made a party by reason of the direct or indirect association by them with the Partnership to the maximum extent permitted by applicable law.

  • Indemnification Limitations Notwithstanding any provision to the contrary contained in this Agreement, Purchaser shall be under no liability to indemnify Seller under Section 10.3(a) and no claim under Section 10.3(a) shall be made:

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Indemnification Liability a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs, attorneys’, witnesses’, and expert witnesses’ fees, and expenses incident thereto, relating to, arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel’s failure to comply with or fulfill the obligations established by this Agreement.

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