Indemnity; Insurance; Liability Sample Clauses

Indemnity; Insurance; Liability. Article 9-Miscellaneous; and any other provision which by its expressed terms or by the nature and context is reasonably intended to survive.
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Indemnity; Insurance; Liability. 10.1. LICENSEE shall defend, indemnify, and hold harmless LICENSOR and his successors, heirs, assigns, representatives and agents (“LICENSOR Indemnitees”) from and against any damages, losses, expenses and liabilities, including reasonable attorney fees and expenses, (“Losses”) incurred in connection with a claim, suit, action, litigation or proceeding brought by a third Person (excluding LICENSOR successors, heirs, assigns, representatives and agents) to the extent resulting from: 10.1.1. LICENSEE’s material breach of any representation or warranty it has given in this Agreement; 10.1.2. the negligent acts and omissions, fraud or willful misconduct of LICENSEE (including by or through its Affiliates and LICENSEE contracted third Persons), Sublicensees, and Distributors in connection with its or their, as the case may be, performance of any duties or exercise of any rights under this Agreement; 10.1.3. the development, testing, manufacture, marketing, use and commercialization of Licensed Product by LICENSEE (including by or through its Affiliates and LICENSEE contracted third Persons), Sublicensees, and Distributors, including claims of product liability and claims of infringement of third Person intellectual property rights; 10.1.4. accrued liabilities and obligations of LICENSEE (including by or through its Affiliates and LICENSEE contracted third Persons), Sublicensees, and Distributors prior to termination of this Agreement; and 10.1.5. the unauthorized use of Licensed Orphan Designations, the Licensed IND, Existing Study Data or Licensed Know-How after the same shall have been transferred to LICENSEE as provided in Section 2. 10.2. LICENSOR shall defend, indemnify, and hold harmless LICENSEE and its/their employees, officers, directors and agents (“LICENSEE Indemnitees”) from and against any Losses incurred in connection with a claim, suit, action, litigation or proceeding brought by a third Person (excluding LICENSEE’s Affiliates, Sublicensees, Distributors and its/their employees, officers, directors and agents) to the extent resulting from: 10.2.1. LICENSOR’s material breach of any representation or warranty it has given in this Agreement; and 10.2.2. the negligent acts and omissions, fraud or willful misconduct of LICENSOR in connection with its performance of any duties or exercise of any rights under this Agreement.
Indemnity; Insurance; Liability. Indemnity; The Parties, agree to indemnify each other, against all damages, losses, liabilities, cost, fines and/or penalties, expenses, compensation and associated costs arising out of or in connection with any act, omission, default or negligence of a Party relating to Processing of Personal Data and Special Categories of Personal shared under this Agreement.
Indemnity; Insurance; Liability 

Related to Indemnity; Insurance; Liability

  • 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. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Xxx 000, Xxxx Xxxxxxx, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City.

  • Insurance Liability The HAC will not be responsible for damage to property or any exhibit caused by fire, xxxxx, xxxxxxx, lightening, national emergency, war, labor dispute, strikes, lockouts, civil disturbance, explosions, inevitable accidents, force majeure, or any other cause or for any loss if damage occasioned, if by reasoning of the happening of such events, the opening of the Exhibition is prevented or postponed or abandoned, or the building becomes wholly or partially unavailable for the holding of the Exhibition. The Exhibitor shall, from the time of assuming control over the rented space, maintain Public Liability and Property Damage Insurance, to a limit of CAN$2,000,000 inclusive, until the rented space is released back to the HAC. The Exhibitor agrees that they must be able to show proof of insurance in the amount of CAN$2,000,000 Bodily Injury and Property Damage. This provision also applies to any contractor they may employ. The Exhibitor agrees that this Insurance Policy held by the Exhibitor must name the Helicopter Association of Canada (HAC) as an Additional Insured. The Exhibitor assumes the entire responsibility and liability for losses, damage and claims arising out of any loss, injury or damage to exhibitor’s displays, equipment and other property brought onto the premises of The Vancouver Convention Centre and shall indemnify and hold harmless The Vancouver Convention Centre, the HAC, the Convention agents, servants and employees from any and all such losses, damages and claims. The Exhibitor acknowledges that The Vancouver Convention Centre shall not maintain insurance covering exhibitor’s property and it is the sole responsibility of the Exhibitor to obtain business interruption and property damage insurance, or any other such relevant coverage’s as may be required, covering such losses by the Exhibitor. The Exhibitor acknowledges that neither the HAC nor Vancouver Convention Centre provide security services for exhibits or Exhibitors under the terms of this Agreement, and Exhibitors in need of security services should contract those services independently, with the approval of the HAC.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Excess Liability Insurance $___________________ minimum required insurance policy for anything other than General Liability or Automobile coverage. ☐ - Additional Insurance Requirement: Client, Contractor, and any other entity which the Contractor is required to name as an additional insured under the Prime Contract shall be named as additional insureds under the General Liability Insurance required by this Section and any such insurance afforded to the additional insureds shall apply as primary insurance. Any other insurance maintained by the Client or Contractor shall be excess insurance and shall not be called upon to contribute to Subcontractor’s primary or excess insurance carrier’s duty to defend or indemnify unless required by law. The excess insurance required above shall also afford additional insured protection to Client and Contractor. This Section shall in no event be construed to require that additional insured insurance coverage be provided to a greater extent than permitted under the statutes or public policy governed under State law. Certificates of Insurance. Certificates of insurance, and the required additional insured and other endorsements, including waivers of subrogation shall be furnished to Contractor before the performance of any Services.

  • 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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