Indemnities/Limitation of Liability. (a) Each Participant shall indemnify the other Participant, its directors, officers, employees, agents and attorneys, or Affiliates (collectively "Indemnified Participant") from and against the entire amount of any Loss. A " Loss" shall mean all costs, expenses, damages or liabilities, including attorneys' fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a Participant ("Indemnifying Participant") of any representation, warranty or covenant contained in this Agreement, including without limitation:
Indemnities/Limitation of Liability. Subject to Section 6.6, each party will indemnify the other party, its directors, officers, employees, agents, attorneys and Affiliates (collectively "Indemnified party") from and against the entire amount of any Material Loss. A "Material Loss" will mean all costs, expenses, damages or liabilities, including attorneys' fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a party ("Indemnifying party") of any representation, warranty or covenant contained in this Agreement which amounts, in the aggregate, to at least $1,000,000. If any claim or demand is asserted against an Indemnified party in respect of which such Indemnified party may be entitled to indemnification under this Agreement, the Indemnified party will promptly give Notice of such claim or demand to the Indemnifying party. The Indemnifying party will have the right, but not the obligation, by notifying the Indemnified party after its receipt of the Notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified party to participate, at the Indemnified party's expense and with counsel of the Indemnified party's choice), the defence, compromise, or settlement of the matter, including, at the Indemnifying party's expense, employment of counsel of the Indemnifying party's choice. Any damages to the assets or business of the Indemnified party caused by a failure by the Indemnifying party to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner, after the Indemnifying party has given Notice that it will assume control of the defence, compromise, or settlement of the matter, will be included in the damages for which the Indemnifying party will be obligated to indemnify the Indemnified party. Any settlement or compromise of a matter by the Indemnifying party will include a full release of claims against the Indemnified party which have arisen out of the indemnified claim or demand.
Indemnities/Limitation of Liability. 6.1 The Client shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services.
6.2 The Supplier does not accept any liability for any loss or damage of any nature, including but not limited to loss of profits, goodwill, or any other type of financial or other pecuniary or direct or special indirect or consequential loss howsoever arising whether in negligence or for breach of contract or other duty as a result of using the Services.
Indemnities/Limitation of Liability. 1The Provider shall indemnify and keep indemnified the Authority against all actions, proceedings, costs, claims, demands, liabilities, losses and expenses whatsoever whether arising in tort (including negligence) default or breach of this agreement, to the extent that any such loss or claim is due to the breach of contract, negligence, wilful default or fraud of itself or of its employees or of any of its Representatives or sub-contractors save to the extent that the same is directly caused by or directly arises from the negligence, breach of this agreement or applicable law by the Authority or its Representatives (excluding any Provider's Personnel).
Indemnities/Limitation of Liability. 27.1 The Provider shall indemnify and keep indemnified the Authority against all actions, proceedings, costs, claims, demands, liabilities, losses and expenses whatsoever whether arising in tort (including negligence) default or breach of this agreement, to the extent that any such loss or claim is due to the breach of contract, negligence, wilful default or fraud of itself or of its employees or of any of its Representatives or sub-contractors save to the extent that the same is directly caused by or directly arises from the negligence, breach of this agreement or applicable law by the Authority or its Representatives (excluding any Provider's Personnel).
27.2 Without prejudice to any other provision of this agreement, the Provider will fully indemnify the Authority against any claims made against it as a result of any failure by the Provider to comply with any statutory provision to be observed or performed in connection with the provision of the Services.
27.3 The Provider’s liability to indemnify the Authority arising under this clause 27 will be without prejudice to any other right or remedy of the Authority arising under this agreement.
27.4 Notwithstanding any other provision of this agreement neither party limits or excludes its liability for:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by its negligence;
(c) breach of any obligation as to title implied by statute; or
(d) any other act or omission, liability for which may not be limited under any applicable law.
Indemnities/Limitation of Liability. Vendor shall indemnify, defend, and hold harmless MPAC, its directors, officers, employees, consultants, agents, and other representatives (“MPAC Indemnified Parties”) from and against any claims, actions, suits, demands, fines, losses, damages, expenses, legal fees, and all other liabilities brought against or incurred by the MPAC Indemnified Parties arising out of: (i) Vendor’s breach of any covenant, warranty, or other provision of, or any of its obligations under, the Agreement, (ii) any defect with respect to Goods, irrespective of when the defect is discovered, (iii) any violation, infringement, or misappropriation (including allegations thereof) of intellectual property rights or any other right of any third party by the Vendor and/or in connection with the Goods and/or Services (iv) any intentional, wrongful, or negligent act or omission of Vendor or any of its employees, agents, affiliates or contractors, or (v) any statutory requirement which Vendor or any subcontractor is required by law to pay. Neither party shall be liable for any special, incidental, indirect, or consequential damages arising out of Vendor’s or MPAC’s performance under the Agreement, except in respect of: (i) Vendor’s breach of its obligations under Section 6 (Intellectual Property Rights), (ii) Vendor’s breach of its obligations under Section 10 (Confidentiality), or (iii) fraud or willful misconduct of Vendor or any of its employees, agents, affiliates or contractors. Except as set forth in this section, neither party’s liability for damages under this Agreement (whether in contract or tort, including negligence, or otherwise) will in any event exceed the greater of: (a) the amount payable by MPAC pursuant to this Agreement in the 12 month period preceding the event giving rise to the damages; and (b) $100,000.
Indemnities/Limitation of Liability. (a) In addition to the indemnities set forth in Sections 4.8 and 4.9, each Member shall indemnify the other Member, its officers, directors, agents, employees and its Affiliates (collectively the "Indemnified Member") from and against any Material Loss. "Material Loss" shall mean all costs, expenses, damages or liabilities, including attorneys' fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a Member (the "Indemnifying Member") of any representation, warranty or covenant contained in this Agreement. A Material Loss shall be deemed to have occurred if, in the aggregate, an Indemnified Member incurs losses, costs, damages or liabilities in excess of One Hundred Thousand Dollars ($100,000) resulting from the breach of one or more of the warranties and representations contained in this Agreement, or losses, costs, damages or liabilities in any amount resulting from the breach of any covenant contained in this Agreement.
Indemnities/Limitation of Liability. (a) Each Participant shall indemnify the other Participant, its directors, officers, employees, agents and attorneys, or Affiliates (collectively "Indemnified Participant") from and against the entire amount of any Material Loss. A “Material Loss” shall mean all costs, expenses, damages or liabilities, including attorneys’ fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a Participant (“Indemnifying Participant”) of any representation, warranty or covenant contained in this Agreement; provided, however, that neither Participant shall be liable to the other if the Material Loss of the Participant making the claim for indemnification was directly caused by the negligence of such claiming Participant or the failure of such claiming Participant to fulfill any of its material obligations under this Agreement. A Material Loss shall not be deemed to have occurred until, in the aggregate, an Indemnified Participant incurs losses, costs, damages or liabilities in excess of One Hundred Thousand Dollars ($100,000.00) relating to breaches of warranties, representations and covenants contained in this Agreement.
Indemnities/Limitation of Liability. Each Party shall indemnify, defend and hold harmless the other Party, its managers, members, directors, officers, employees, agents and attorneys-in-fact, or Affiliates (collectively, “Indemnified Party”) from and against the entire amount of any Material Loss. A “Material Loss” means all costs, expenses, damages, fines, penalties or liabilities, including attorneys’ fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a Party (“Indemnifying Party”) of any representation, warranty or covenant contained in this Agreement. A Material Loss shall not be deemed to have occurred until, in the aggregate, an Indemnified Party incurs losses, costs, damages or liabilities in excess of ten thousand dollars ($10,000) (the “Indemnification Threshold”) relating to breaches of warranties, representations and covenants contained in this Agreement. Once the Indemnification Threshold is reached, the Indemnifying Party shall be liable for the entire amount of the Material Loss.
Indemnities/Limitation of Liability. (a) Each Party shall indemnify the other Party, its directors, officers, employees, agents and attorneys, or Affiliates (collectively "Indemnified Party") from and against the entire amount of any Material Loss. A "
