INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE Sample Clauses

INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE. 9.1 LICENSEE will protect, defend, hold harmless and indemnify LICENSOR, and their respective directors, officers, managers, employees, and agents, and the insurers, successors and assigns of any of the foregoing (collectively, the "Indemnitees") at the expense of LICENSEE for and from any and all claims, causes of action, court or administrative orders, and liability (including but not limited to product liability and strict liability) for any loss, expense (including reasonable attorney’s fees, court costs, any costs of settlement and other legal expenses), injury, damage, or act in conjunction with or arising out of (1) practice by LICENSEE, its Affiliates or its Sublicensees, their directors, officers, employees, contractors, subcontractors and agents, of the Patent Rights or (2) the design, manufacture, distribution or use of Licensed Products or Licensed Services.
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INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE. 9.1 COMPANY will protect, defend, hold harmless and indemnify SAMSF, the University of South Alabama, and their respective administrators, directors, trustees, officers, managers, employees, students and agents, and the insurers, successors and assigns of any of the foregoing (collectively, the "Indemnitees") at the expense of COMPANY for and from any and all claims, causes of action, court or administrative orders, and liability (including but not limited to product liability and strict liability) for any loss, expense (including reasonable attorney’s fees, court costs, any costs of settlement and other legal expenses), injury, damage, or act in conjunction with or arising out of (1) practice by COMPANY, its Affiliates or its Sublicensees, their directors, trustees, officers, employees, contractors, subcontractors and agents, of the Patent Rights or (2) the design, manufacture, distribution or use of Licensed Products or Licensed Services.
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INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE. XXXXXXXX shall, at all times during the term of this Agreement and thereafter, be solely responsible for, and defend, hold harmless and indemnify ASI, its officers, employees, agents and other representatives, from and against any losses, damages, claims and expenses, including legal expenses and reasonable attorney's fees, arising out of (i) the USE of Sale by XXXXXXXX or any Affiliate of any Licensed Product, including, without limitation, the death of or injury to any person or property based upon any Licensed Product or any other products and/or services produced, provided or developed for, or by XXXXXXXX or any Affiliate, or commercially exploited by XXXXXXXX or any Affiliate pursuant to its rights under this Agreement. XXXXXXXX shall obtain and carry in full force and effect product liability insurance, in amounts customary in the relevant industry in which XXXXXXXX commercially exploits its products and services which shall protect ASI, its officers, employees, and agents in regard to the foregoing events at such time as XXXXXXXX begins to Use or Sell Licensed Products.
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INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE. The Company agrees to indemnify and hold harmless the Distributor from and against any and all losses (including legal expenses) arising out of any claim by a third party based upon alleged damage to property, personal injury or wrongful death resulting from any defects in any product except losses arising from the Distributor’s negligence or wilful misconduct or misuse of the Product or failure to comply with relevant governmental regulations. The Distributor shall promptly, but in no event more than (30) days following the Distributor’s receipt of such a claim or demand by a third party notify the Company of such claim or demand and the amount thereof. The Company’s indemnity obligation under this Section shall be extinguished and forever discharged in the event that the Distributor fails to provide such notice. The Distributor shall not settle any third party claim without first obtaining the expressed written consent of the Company.
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INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE. 10.1 ANABIOS will protect, defend, hold harmless and indemnify ZALICUS, and their respective administrators, directors, trustees, officers, managers, employees, agents, and the insurers, successors and assigns of any of the foregoing (collectively, the “Indemnitees”) at the expense of ANABIOS for and from any and all claims, causes of action, court or administrative orders, costs, losses or expenses and liability of any kind whatsoever (including but not limited to product liability and strict liability) including for any whole or partial loss or expense (including reasonable attorney’s fees, court costs, any costs of settlement and other legal expenses), injury, damage, or act (the “CLAIMS”) in conjunction with or arising out of (1) practice of the PATENT RIGHTS by ANABIOS, its AFFILIATES or its SUBLICENSEES, their directors, trustees, officers, employees, contractors, subcontractors or agents, (2) the design, manufacture, development or SALE of LICENSED PRODUCTS, or (3) breach of this AGREEMENT or a SUBLICENSE AGREEMENT.
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INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE 
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Related to INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE

  • Product Liability Insurance insurance against claims for bodily injury, death or Property damage resulting from the use of products sold by the Company or any of its Subsidiaries in such amounts as are then customarily maintained by responsible persons engaged in businesses similar to that of the Company and its Subsidiaries.

  • Indemnification; Liability Insurance The Company and Executive shall enter into the Company’s standard form of indemnification agreement governing his conduct as an officer and director of the Company.

  • Indemnification and Liability Insurance The Subdivider hereby agrees to hold the City of Avon, its officers, directors, agents and employees harmless and to indemnify them against all claims, expenses and liability as a result of loss or injury arising out of the clearing of land or construction of the Subdivision and public improvements. Prior to the commencement of any construction on the Subdivision site, Subdivider agrees to provide the City with proof of One Million ($1,000,000.00) Dollars liability insurance protecting the City from liability arising out of the development of the Subdivision and public improvements. Subdivider shall not allow this insurance to expire earlier than the effective period of any maintenance bond, and shall provide a copy of the insurance policy to remain, at all times, with the Director of Finance of the City.

  • D&O Liability Insurance To the extent that the Company maintains a policy or policies of insurance (“D&O Liability Insurance”) providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of the Company serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any other director or officer under such policy or policies.

  • Indemnification; Directors’ and Officers’ Liability Insurance (i) Executive shall retain all rights to indemnification under the Company's Certificate of Incorporation or By-Laws, and (ii) the Company shall maintain Director's and Officer's liability insurance on behalf of Executive, in both cases at the level in effect immediately prior to the Termination Date or immediately prior to the Change in Control, whichever is greater, for a number of years equal to the Severance Multiple following the Termination Date, and throughout the period of any applicable statute of limitations.

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

  • Liability Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • Director and Officer Liability Insurance The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

  • Aircraft Liability Insurance (i) Except as provided in clause (ii) of this subsection (a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(c), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, bodily injury, personal injury and property damage liability, exclusive of manufacturer's product liability insurance) and contractual liability insurance with respect to the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company's fleet on which Company carries insurance; provided that such liability insurance shall not be less than the amount certified in the insurance report delivered to Loan Trustee on the Closing Date, (B) of the type covering the same risks as from time to time applicable to aircraft operated by Company (or, if a Lease is then in effect, by the Permitted Lessee) of the same type as the Aircraft, and (C) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (A) name Loan Trustee, Subordination Agent, each Pass Through Trustee, Policy Provider and Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insured (the "Additional Insureds"), (B) subject to the condition of clause (C) below, provide that, in respect of the interest of the Additional Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company and shall insure the Additional Insureds' Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, (C) provide that, if such insurance is canceled for any reason whatever, or if any change is made in the policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee, Policy Provider and Liquidity Provider, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to any Additional Insured for 30 days (seven days, or such other period as is then generally available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Additional Insured of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and (2) subrogation against the Additional Insureds to the extent that Company has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents, (F) be primary without right of contribution from any other insurance carried by any Additional Insured with respect to its Interests as such in the Aircraft and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. "Interests" as used in this Section 7.06(a) and in Section 7.06(b) with respect to any Person means the interests of such Person in the transactions contemplated by the Operative Documents. In the case of a lease or contract with any government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by any government, a valid agreement by such government to indemnify Company, or an insurance policy issued by such government, against any of the risks that Company is required to insure against hereunder shall be considered adequate insurance for purposes of this Section 7.06(a) to the extent of the risks (and in the amounts) that are the subject of such indemnification or insurance.

  • Indemnity Insurance a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder.

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