Indemnity Limitation of Liability and Insurance Sample Clauses
Indemnity Limitation of Liability and Insurance. 8.1 The parties shall indemnify, defend and hold each other, their affiliates and their respective officers, directors and employees, harmless from and against any and all liability or expense in connection with any cause of action or claims of third parties arising out of the negligence or willful misconduct or related to acts, omissions, or performance hereunder, of the indemnifying party, its employees, agents and subcontractors, or the breach of any representations or warranties provided herein. The indemnifying party's obligations hereunder are conditioned upon the party seeking indemnification (i) providing the other with timely notice of any claim or cause of action for which such party seeks indemnity, provided however, any failure or delay in providing such notice shall not relieve the indemnifying party of its indemnity obligation except to the extent that defense of the claim or cause of action is materially prejudiced, (ii) granting the indemnifying party full and complete information and reasonable assistance necessary for the indemnifying party to defend, settle, or avoid the cause of action or claim, and (iii) giving the indemnifying party sole control of the defense or settlement of the cause of action or claim, provided that the indemnified party may participate in such defense or settlement with counsel of its own selection and at its own expense. Neither party shall, without the prior written consent of the other party, effect any settlement of any pending or threatened action in respect of which other party is or could have been a party and Indemnity could have been sought hereunder by the other party unless such settlement:
(a) Includes an unconditional release of the other party from all liability on any claims that are the subject matter of such action;
(b) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on the other party's behalf; and
(c) does not exceed the limitation of liability set forth in section 8.3. If the Indemnifying Party does not proceed with the settlement or defense of any claim, the Indemnified Party shall be entitled to assume such control. In such case, the Indemnifying Party shall co-operate where necessary with the Indemnified Party and its counsel in connection with such claim and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such claim.
8.2 CCS shall indemnify, defend and hold IMed, its affiliates and r...
Indemnity Limitation of Liability and Insurance. 16.1. FLUENT SHALL, DURING THE TERM OF THIS AGREEMENT, MAINTAIN EMPLOYER'S LIABILITY, THIRD PARTY LIABILITY, PRODUCT LIABILITY AND PROFESSIONAL NEGLIGENCE INSURANCE COVER IN RESPECT OF ITS LIABILITIES ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT, SUCH PROFESSIONAL NEGLIGENCE COVER TO BE TO A MAXIMUM VALUE OF £500,000 AND WITH A Fluent Communications Terms and Conditions with SLA – v1 (Jul 2024) reputable insurance company. Fluent shall on request supply copies of the relevant certificates of insurance to the Client as evidence that such policies remain in force. Fluent undertakes to use reasonable commercial efforts to pursue claims under such insurance policies.
16.2. Nothing in this Agreement shall limit or exclude Fluent’s liability for personal injury or death caused by the negligence of Fluent's employees in connection with the performance of their duties under this Agreement or by the provision of the Services supplied pursuant to this Agreement.
16.3. FLUENT SHALL NOT BE LIABLE TO THE CLIENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR:
Indemnity Limitation of Liability and Insurance. 12.1 The Service Provider indemnifies SABS against:
12.1.1 Any claims for or in respect of any death or injury to any person employed or associated with the Service Provider;
12.1.2 The cost of repair or replacement of any damage caused to the property of the Site.
12.2 The provisions above are applicable if and to the extent that:
12.2.1 Such death, personal injury or cost of repair or replacement of the property, is occasioned as a result of the negligence or wilful act or omission by the Service Provider and/or its Personnel; and/or
12.2.2 The Service Provider and/or its Personnel supplied defective materials or workmanship in performing the Services.
12.3 It is recorded that:
12.3.1 The Service Provider is, in terms of its existing and valid insurance policy (the Policy), insured against any risks associated with providing the Services, including:
12.3.1.1 Liability for failure by the Service Provider to use the skill and care normally used by professionals providing services similar to the Services;
12.3.1.2 Liability for death of or bodily injury to a person (who is not an employee of the Service Provider) or loss of or damage to property arising from or in connection with the Service Provider providing the Services; and
12.3.1.3 Liability for death of or bodily injury to employees of the Service Provider arising out of and in the course of their employment in connection with this contract.
12.3.2 The Service Provider undertakes to provide proof of such policy upon signature of this Agreement.
12.3.3 In the event of any claim, suit, case, liability or demand being made against the Service Provider arising out of this Agreement, SABS hereby agrees, as far as possible, to co-operate with and give reasonable assistance to the Service Provider in the investigation thereof.
Indemnity Limitation of Liability and Insurance. 1Indemnity. Except as provided in Appendix C, NYSEG or TrAILCo (the “Indemnifying Party”) shall at all times indemnify, defend, and save harmless, as applicable, the other Parties (each an “Indemnified Party”) from, any and all Losses arising out of or resulting from (i) the Indemnifying’s Party’s Breach, negligence, or intentional wrongdoing under this Agreement, except in cases where the Indemnifying Party can demonstrate that the Loss of the Indemnified Party was caused (in whole or in part) by the gross negligence or intentional wrongdoing of the Indemnified Party or (ii) the violation by the Indemnifying Party of any Environmental Law or the release by the Indemnifying Party of any Hazardous Substance. TrAILCo shall provide an additional, independent indemnity to NYSEG in accordance with the provisions of Section C(10) of Appendix C, and any conflict between that provision of Appendix C and this Article 18 shall be resolved in favor of Section C(10) of Appendix C.
Indemnity Limitation of Liability and Insurance. 13.1 The Paion Parties shall indemnify, defend and hold Licensors and their Affiliates and each of their respective officers, directors, employees and agents and subject to Clause 13.2, Harvard University and its current or former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students, and agents and their respective successors, heirs and assigns (collectively, the "Harvard Indemnitees") harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation and litigation, regardless of outcome) resulting from Third Party claims arising out of:
13.1.1 Paion's breach of any representation or warranty made by it under this Agreement;
13.1.2 any reckless act or omission, wilful misconduct or breach of any obligation on the part of Paion, its Affiliates and/or its agents under this Agreement; and
13.1.3 the sale or other exploitation of any Licensed Product by or on behalf of Paion or any of its Affiliates or sub-licensees, including the infringement of any Third Party Intellectual Property Right in the course of such sale or exploitation (including any cause of action relating to product liability concerning any product, process, or service made, used or sold pursuant to any right or license granted under this Agreement), but excluding any claims that are subject to indemnification by La Jolla under Clause 13.2.
13.2 Notwithstanding the foregoing, (i) the obligation of the Paion Parties to indemnify, defend and hold Harvard Indemnitees harmless pursuant to Clause 13.1 shall be limited to Third Party claims arising out of the sale of XERAVA by or on behalf of Paion or any Licensed Subsidiaries or sub-licensees and (ii) La Jolla and the Parties will coordinate the Paion Parties’ indemnification obligations under this Clause 13.1 with the indemnification obligations of Tetraphase Pharmaceuticals, Inc. under the Harvard License to ensure that the Harvard Indemnitees do not receive double recoveries in respect of any claims for which they are entitled to indemnification from the Paion Parties under this Clause 13.1 and from Tetraphase Pharmaceuticals, Inc. under the Harvard License. For the avoidance of doubt, the Paion Parties shall not be liable for any amounts with respect to any Third Party claims pursuant to Clause 13.1 made by Harvard Indemnitees than would otherwise be payable to Licensors and their Affiliates and each of th...
Indemnity Limitation of Liability and Insurance. 67.1 The Customer and the Card Holder indemnify Rabbit Hole Kid’s Playcentre and any related entity or person, their servants or agents, against any claim, cost, loss, damage or liability howsoever arising which relates in any way to the Function, any related thing arising prior to, during or after the Function, these Terms and Conditions and anything governed by them or any part of the services contemplated (“Services”), including any liability which Rabbit Hole Kid’s Playcentre cannot or has not excluded under these Terms and Conditions.
67.2 The applicant releases Rabbit Hole Playcentre, its employees, officers, agents and contractors from and will indemnify and keep indemnified Rabbit Hole Playcentrel, its employees, officers, agents and contractors against all claims, actions, losses and expenses of any nature which Rabbit Hole may suffer or incur or become liable for in respect of or arising out of any accident or damage to property or injury or death suffered by any person arising from any occurrence in or near the venue during the term if this hire resulting from the negligence of the applicant. Nothing in this agreement is intended to or does constitute this agreement as a lease or exclusive right to possession.
67.3 The Customer and the Card Holder are responsible for any death, injury, damage or loss suffered by anyone at the venue, unless the cause was a result of an action or a consequence beyond any one’s control employed or specifically engaged by the Venue, in which case the venues Public Liability would take precedence.
67.4 Private events would be adequately covered by Rabbit Hole Kids Playcentre Public Liability Insurance
67.5 $500 excess is payable in the event of any claim made by the Customer.
Indemnity Limitation of Liability and Insurance. 16.218.1 Indemnity, Consequential Damages And Insurance.
Indemnity Limitation of Liability and Insurance. 16.1 Randstad shall, during the term of this Agreement, maintain employer’s liability cover in respect of its liabilities arising out of or connected with this Agreement, such cover to be to a value of £5,000,000 and with an insurance company of repute. Randstad shall on request supply copies of the relevant certificates of insurance to the Client as evidence that such policies remain in force. Randstad undertakes to use reasonable commercial efforts to pursue claims under such insurance policies.
16.2 Randstad shall, during the term of this Agreement, maintain third party liability, product liability and professional negligence insurance cover in respect of its liabilities arising out of or connected with this Agreement, such cover to be to a value of £1,000,000 and with an insurance company of repute. Randstad shall on request supply copies of the relevant certificates of insurance to the Client as evidence that such policies remain in force. Randstad undertakes to use reasonable commercial efforts to pursue claims under such insurance policies.
16.3 Nothing in this agreement shall limit Randstad's liability for death or personal injury caused by Randstad's negligence.
16.4 Randstad will indemnify the Client for direct damage to tangible property caused by the negligence of its employees in connection with the performance of their duties under this Agreement. Randstad’s total liability under this clause shall be limited to £5,000,000 for any one event or series of connected events.
16.5 Save in respect of claims for death or personal injury arising from Randstad’s negligence, in no event will Randstad be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of Randstad whether such damages were reasonably foreseeable or actually foreseen.
16.6 Except as provided above in the case of personal injury, death, and damage to tangible property, Randstad’s maximum liability to the Client under this Agreement or otherwise for any cause whatsoever (whether in the form of the additional cost of remedial services or otherwise) will be for direct costs and damages only and will be limited to the greater of:
16.6.1 the sum for which Randstad insurers accept liability under Randstad's comprehensive insurance cover put in place pursuant to clause 16.1 above; or
16.6.2 a sum equivalent to the price paid to Randstad under this Agreement...
Indemnity Limitation of Liability and Insurance