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. 9.2 LICENSEE agrees that the Indemnitees shall have no liability to LICENSEE or to any purchasers or users of Licensed Products for any claims, demands, losses, costs, or damages suffered by LICENSEE or purchasers or users of Licensed Products or Licensed Services, or any other party, which may result from personal injury, death, or property damage related to the manufacture, use or sale of such Licensed Products ("Claims"). LICENSEE agrees to defend, indemnify and hold harmless the Indemnitees from any such Claims, provided that (i) LICENSEE is promptly notified of any Claims, (ii) LICENSEE has the sole right to control and defend or settle any litigation within the scope of this indemnity, and (iii) all Indemnitees cooperate to the extent necessary in the defense of any Claims. 9.3 For so long as LICENSEE, its Affiliates or its Sublicensees manufactures, uses or sells any Licensed Products or Licensed Services, and prior to initiation of human clinical testing, LICENSEE shall, at its sole expense, procure and maintain in full force and effect policies of comprehensive general liability insurance with limits not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in aggregate naming Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for LICENSEE’s indemnification under Article 9.1. In the event the aforesaid product liability coverage does not provide for occurrence liability, LICENSEE shall maintain such comprehensive ...
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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. 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 
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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.

  • Third Party Liability Insurance Article 30 - Discipline

  • Cyber Liability Insurance The Contractor shall provide evidence satisfactory to the Contracting Officer of Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this agreement and shall include, but not limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. Limits may not be shared with other lines of coverage. A copy of the cyber liability policy must be submitted to the Office of Risk Management (ORM) for compliance review.

  • Vehicle Liability Insurance $___________________ minimum required insurance policy on all owned, hired, and non-owned vehicles of the Subcontractor for combined single limit liability for each accident affecting incurring bodily injury and/or property damage.

  • Indemnification; Directors’ and Officers’ Liability Insurance Executive shall, after the Termination Date, retain all rights to indemnification under applicable law or under the Company's Certificate of Incorporation or By-Laws, as they may be amended or restated from time to time. In addition, the Company shall maintain Director's and Officer's liability insurance on behalf of Executive, at the level in effect immediately prior to the Termination Date, for the three year period following the Termination Date, and throughout the period of any applicable statute of limitations.

  • PROFESSIONAL LIABILITY AND CYBER LIABILITY INSURANCE COVERAGE In addition to the insurance required in Attachment C to this Contract, before commencing work on this Contract and throughout the term of this Contract, Contractor agrees to procure and maintain (a) Technology Professional Liability insurance for any and all services performed under this Contract, with minimum third party coverage of $1,000,000.00 per claim, $2,000,000.00 aggregate. To the extent Contractor has access to, processes, handles, collects, transmits, stores or otherwise deals with State Data, Contractor shall maintain first party Breach Notification Coverage of not less than $1,000,000.00. Before commencing work on this Contract the Contractor must provide certificates of insurance to show that the foregoing minimum coverages are in effect. With respect to the first party Breach Notification Coverage, Contractor shall name the State of Vermont and its officers and employees as additional insureds for liability arising out of this Contract.

  • Umbrella Liability Insurance Liability on a following form basis with a limit $1,000,000 per occurrence in excess of all primary limits.

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