Indemnification; No Liability Sample Clauses
The "Indemnification; No Liability" clause primarily serves to allocate responsibility for certain losses or damages between the parties and to limit one party's liability for specific claims. In practice, this clause typically requires one party to compensate the other for losses arising from particular actions, omissions, or breaches, while also stating that the indemnifying party is not liable for damages outside the agreed scope. This arrangement helps protect parties from unforeseen legal or financial exposure and clarifies the extent of each party's obligations, thereby reducing the risk of disputes over liability.
Indemnification; No Liability. In consideration of EGI’s services as described herein or provided under this letter agreement, including, without limitation, any Addendum hereto, the Company agrees to indemnify and hold harmless EGI, its direct and indirect affiliates (including, without limitation, any trust companies) and each of their respective directors, officers, agents, employees, trustees, trust beneficiaries, other Representatives, stockholders, partners, members and other affiliated persons (each of the foregoing, an “Indemnified Party”) against any and all losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (collectively, “Losses”) relating to or arising out of this letter agreement or EGI’s provision of any services hereunder and will reimburse each Indemnified Party for reasonable attorneys’, accountants’, investigators’, and experts’ fees and expenses and other out-of-pocket fees and expenses incurred in connection with investigating or defending any such Losses, whether or not in connection with pending or threatened litigation in which any Indemnified Party is a party; provided, however, that the Company will not be liable in any such case for Losses or expenses that a court of competent jurisdiction shall have determined in a final unappealable judgment to have arisen primarily from the gross negligence, bad faith or willful misconduct of the Indemnified Party seeking indemnification. In addition, neither EGI nor any other Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) related to or arising from this letter agreement or EGI’s provision of any services hereunder, except for liability for losses, claims, damages and expenses that a court of competent jurisdiction shall have determined in a final unappealable judgment to have arisen primarily from EGI’s gross negligence, bad faith or willful misconduct. The Company expressly acknowledges and agrees that each Indemnified Party is an intended third party beneficiary of this Section 6, and that each Indemnified Party shall have the right individually to enforce the terms and provisions of this Section 6.
Indemnification; No Liability. The Company hereby agrees to indemnify the Consultant and the Consultant's Personnel and hold the Consultant and the Consultant's Personnel harmless to the maximum extent permitted under applicable law against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including advancement of reasonable attorney's fees), losses, and damages resulting from the Consultant's or the Consultant's Personnel's good faith performance of the Consultant's duties and obligations with the Company, provided that the Consultant's or the Consultant's Personnel's right to indemnification from the Company shall not apply to acts or omissions by the Consultant or the Consultant's Personnel made in bad faith or to any conduct by the Consultant or the Consultant's Personnel that would constitute fraud, gross negligence or willful misconduct. The Company acknowledges and agrees that neither the Consultant nor the Consultant's Personnel shall be liable for any advice given pursuant to this Agreement unless given in bad faith. This Section 7 shall survive the termination of the Consulting Period.
Indemnification; No Liability. Each party shall indemnify and hold harmless the other from any third party claim, liability, loss, cost or damages caused solely by or resulting solely from (i) the acts or omissions of such party or any of its agents, servants or employees in breach of this Agreement AND (ii) activities of such party in performing its duties or carrying out its obligations under this Agreement. However, in no instance shall YW have any liability or indemnification obligation to DynTek for any termination, non-renewal, breach, penalties or other loss of, or under, the Managed Contracts. Except as provided for in this Section 13, YW shall not assume or otherwise be responsible or liable for any liabilities of or claims against DynTek.
Indemnification; No Liability. Adopter hereby releases The Rescuer from any and all liability for personal injury, property damage, legal fees, or veterinary care, or any other expense or liability incurred by Adopter as a result of this adoption. Adopter agrees to indemnify The Rescuer from any and all such claims and to pay, without limitation, any costs related to such injury, damage, or liability, including, in the case of litigation, any attorneys fees incurred by The Rescuer in its defense.