Liabilities and Indemnities Sample Clauses

Liabilities and Indemnities. The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equ...

Liabilities and Indemnities. 12.1 City shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and reasonable expenses of legal services, recovered by any person whomsoever, occurring on the Leased Premises, as a result of any operation, works, acts or omissions performed on the Leased Premises, including but not limited to any claim arising from the sale or availability of alcoholic beverages for human consumption or the actual consumption of alcoholic beverages by Lessee, its sublessees or tenants, guests or invitees, whether business or otherwise. 12.2 Lessee agrees to indemnify, save and hold harmless, the City, its officers, agents, servants, and employees from any and all damage and expenses recovered by any person, firm or corporation by reason of injury to, or death of, any person or persons, and damage to, destruction or loss of any and all property, including City personnel and City property, directly or indirectly arising from, or resulting from, any operations, works, acts or omissions of Lessee, its agents, servants, employees, contractors, sublessees or tenants. 12.3 The Lessee agrees to save and hold the City, its officers, employees, agents and representatives free and harmless of and from any loss, liability, expense, or claim for damages in connection with any actual infringement of any patent, trademark or copyright arising from any claim of such arising out of the operations. The Lessee shall indemnify and hold harmless the City from any claim for commission or brokerage made by any such broker when such claim is based in whole or in part upon any act or omission of the Lessee. 12.4 In any and all claims against any party indemnified hereunder by any employee of the Lessee, any contractor or subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation herein provided shall not be limited in any way by any limitation on the amount or for the Lessee or any contractor or subcontractor under worker’s compensation or other employee benefit acts.

Liabilities and Indemnities. Neither Party shall hold the other liable for any damages, dispute or injury arising during the undertaking of the Research unless caused by the wilful act, negligence or default of an employee, student, director, representative, consultant or agent of that Party. Nor shall one Party be liable to the other for any claims or demands arising out of this Agreement or the Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and whether by breach or by negligence and whether in contract, tort or otherwise. Each Party shall fully and effectively indemnify the other Party and its employees, students, directors, consultants, representatives and agents and keep them fully and effectively indemnified for liabilities arising from its own acts, omissions or defaults under this Agreement, including but not limited to, all liabilities arising from actions by third parties participating in the Research (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects and the use to which it or a third party puts Research Intellectual Property or Background Intellectual Property belonging to the other Party. Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to mitigate losses it may incur that are covered by indemnities provided by the other Party. King’s shall carry out the Research in accordance with accepted scientific and/or academic principles and standards and shall endeavour to ensure the accuracy of the results of the Research. However, the Parties recognise that this Agreement provides for the carrying out of student-based, experimental research and that Research Intellectual Property or Background Intellectual Property may contain experimental materials, data or processes whose properties and safety may not have been established. Therefore King’s does not undertake that the Research will provide specific results or provide data which can be used for a particular purpose, and any Research Intellectual Property, Background Intellectual Property, information or materials which King’s provides under this Agreement are supplied ‘as is’ and without any express or implied warranties, representations or undertakings. King’s shall not be liable for the consequences or effects of any use to which XXXX or any third party may put Research Int...

Liabilities and Indemnities. 5.1 In the event of any claim or proceeding in respect of personal injury (including death) made or brought against the Clinical Organisation by or on behalf of a Clinical Trial Subject or their dependants, the Sponsor shall indemnify the Clinical Organisation, its Personnel, its agents and employees in accordance with the terms of the CTIF. In the event of any conflict between this Agreement and the terms of the CTIF, the terms of the CTIF shall prevail. 5.2 Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party, its agents Personnel or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in law. 5.3 In no circumstances shall either Party be liable to the other Party in contract or tort (including negligence or breach of statutory duty) or otherwise, howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any Party 5.4 Subject to Clauses 5.2 and 5.5, the Clinical Organisation’s liability to the Sponsor arising out of or in connection with any breach of this Agreement or any act or omission of the Clinical Organisation in connection with the performance of the Clinical Trial shall in no event exceed the amount of fees payable by the Sponsor to the Clinical Organisation under this Agreement. In the case of equipment loaned to the Clinical Organisation for the purposes of the Clinical Trial, the Clinical Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. For clarity, the “fees payable” are the total sum of the amounts specified in Appendix 2 based on the full enrolment of Clinical Trial Subjects for the full period of the Clinical Trial. 5.5 In respect of any wilful and/or deliberate breach by the Clinical Organisation, or any breach of Clauses 6, 9, 11 or 12 the Clinical Organisation’s liability to the Sponsor arising out of or in connection with the breach shall not exceed two times the value of the Agreement. For Clarity, the “value of the Agreement” is the total sum of the amounts specified in Appendix 2 based on the full enrol...

Liabilities and Indemnities. 12.1 The MKS [ ] Shared Service is being provided on a collaborative and not for profit basis with the intention that (save as otherwise provided for in this Agreement) each Authority shall bear the risks of any losses caused to itself or any of its staff by the provision of the Services under this Agreement except in the case of fraud or bad faith in which case the defaulting Authority shall indemnify the other Authority against claims and/or liabilities in respect thereof provided that all costs and losses in respect of the employment of Relevant Employees engaged in the MKS [ ] Shared Service shall (save as otherwise provided for in Clause 11 above) be considered to be costs of the provision of the MKS Shared Service and will be shared between the Authorities in the same proportion as they have shared in the Pooled Funds in accordance with clause 10.6. 12.2 If one Authority requires a reduction in the level of the Services, then that Authority shall indemnify the other Authorities in respect of all reasonable losses, costs or expenses (including for the avoidance of doubt any redundancy costs or any other costs related to employees’ and their legal entitlements) incurred as a consequence of that reduction of the Services. 12.3 Any costs arising as a result of legislative change shall be shared by the Authorities in the same proportion as they have shared in the Pooled Funds in accordance with clause 10.6. 12.4 Each of the Authorities shall at all times take all reasonable steps within its powers to minimise and mitigate any loss for which it is seeking re-imbursement from any of the other Authorities. 12.5 Each Authority shall retain responsibility (the “Responsible Authority”) for meeting all the costs of and in connection with the conduct of any proceedings including settlement of any action or claim relating to the provision of [ ]Shared Services where responsibility therefore arises directly or indirectly from any act, omission or default of the Responsible Authority and/or its Relevant Contractor whether: 12.5.1 prior to the Commencement Date of this Agreement; or 12.5.2 during the Term of this Agreement where the provisions of clause 16 shall apply. 12.6 Clause 12 shall survive the termination or expiry of this Agreement.

Liabilities and Indemnities. 15.1 Neither the Company nor any of its directors, employees or agents shall have any liability whatsoever (whether in negligence or otherwise) for any loss, expense or damage suffered by the Client as a result of: 15.1.1 the Company acting or relying on any instruction given by the Client whether or not such instruction was given following any recommendation, advice or opinion given by the Company or by any of its directors, employees or agents; or 15.1.2 any condition or circumstances which are beyond the reasonable control or anticipation of the Company. Its directors, employees and agents, including but not limited to any delays in the transmission of orders due to disruption, breakdown, failure or malfunction of transmission of communication facilities, failure of electronic or mechanical equipment, telephone or other interconnection problems, prevailing fast market conditions, governmental agency or exchange actions, theft, war (whether declared or not), severe weather, earthquakes and strikes; or 15.1.3 the Company exercising any or all of its rights conferred by the terms of the Client’s Agreement and these Terms and Conditions; or 15.1.4 any conversion of one currency to another pursuant to in relation to or arising from the Client’s Agreement and these Terms and Conditions. 15.2 Without limiting the generality of Clause 15.1 above, neither the Company nor any of its directors, employees or agents shall have any liability whatsoever (whether in negligence or otherwise) for any loss, expense or damage suffered by the Client arising out of or alleged to arise out of or in connection with any inconvenience, any delay or alleged delay in acting or any failure to act on any instruction given by the Client to the Company, even if the Company has been advised of the possibility of such loss or damage. 15.3 The Client undertakes to indemnify and keep indemnified the Company in respect of any costs, claims, demands, damages and expenses whatsoever which may be reasonably and properly suffered or incurred by the Company directly or indirectly arising out of or in connection with any transaction entered into by the Company as agent on behalf of the Client or otherwise whatsoever or howsoever arising out of anything done or omitted to be done by the Company in accordance with the terms of the Client’s Agreement and these Terms and Conditions or pursuant to any Client’s instruction or communication. The Client also agrees to pay promptly to the Company on dema...

Liabilities and Indemnities. (A) Indemnity by the Service Recipient. (i) THE SERVICE RECIPIENT SHALL FULLY INDEMNIFY AND DEFEND THE SERVICE PROVIDER AND ITS AFFILIATES (THE “PARAGON INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITY, DEMANDS, CLAIMS, ACTIONS OR CAUSES OF ACTION, ASSESSMENTS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES, EXPENSES AND BRAZILIAN INDIRECT TAXES, BUT EXCLUDING TAXES, AS DEFINED IN THE TAX SHARING AGREEMENT) (“DAMAGES”) DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY OF THE PARAGON INDEMNIFIED PARTIES. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER. (ii) THE SERVICE RECIPIENT SHALL FULLY INDEMNIFY AND DEFEND THE PARAGON INDEMNIFIED PARTIES FROM AND AGAINST ANY DAMAGES OR LOSS TO ANY OF THE NOBLE RIGS OR ANY RELATED EQUIPMENT OR PARTS, EXCEPT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF ANY OF THE PARAGON INDEMNIFIED PARTIES. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY REGARDLESS OF CAUSE. THIS INDEMNIFICATION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER. (B) Indemnity by the Service Provider. THE SERVICE PROVIDER SHALL FULLY INDEMNIFY AND DEFEND THE SERVICE RECIPIENT AND ITS AFFILIATES (THE “NOBLE INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL DAMAGES DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT ONLY TO THE EXTENT CAUSED BY THE WILLFUL MISCONDUCT OF THE SERVICE PROVIDER OR ITS AFFILIATES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT (REGARDLESS OF CAUSE) SHALL THE SERVICE PROVIDER BE LIABLE TO THE NOBLE INDEMNIFIED PARTIES WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT (A) RELATED TO THE ACTIONS OF ANY SUPERVISORY EMPLOYEE, FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE CHARGES PAID TO THE SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRIOR TO THE DATE ON WHICH THE ACTION GIVING RISE TO SUCH CLAIM OCCURRED (OR, IF SUCH TWELVE MONTH PERIOD HAS NOT FULLY RUN, THE AMOUNT EXPECTED TO BE PAID TO THE SERVICE PROVIDER DURIN...

Liabilities and Indemnities. 13.1 County shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and reasonable expenses of legal services, claimed or recovered by any person whomsoever, or occurring on the Leased Premises, or as a result of any operations, works, acts or omissions performed on the Leased Premises, or the Airport, by Lessee, its sublessees or tenants, or their guest or invitees unless said cost, liability, damage or injury was proximately caused by gross negligence by the County or one of its officers, agents, servants, employees or contractors or said County or individual gross negligence were a substantial factor in the occurrence thereof. 13.2 Lessee agrees to indemnify, save and hold harmless, the County, its officers, agents, servants and employees of and from any and all costs, liability, penalties, damages and expense (including costs of suit and reasonable expenses of legal services) claimed or recovered, justly or unjustly, false, fraudulent or frivolous, by any person, firm, governmental entity or corporation by reason of injury to, or death of, any person or persons, and damage to, destruction or loss of use of any and all property, including County personnel and County property, and any claim of violation of any state, Federal or local law or regulation protecting human health or the environment, directly or indirectly arising from or resulting from, any operations, works, acts or omissions of Lessee, its agents, servants, employees, contractors, invitees, sublessees or tenants. Provided, however, that upon the filing with the County by anyone of a claim for damages arising out of incidents for which Xxxxxx herein agrees to indemnify and hold the County harmless, the County shall notify Lessee of such claim and in the event that Xxxxxx does not settle or compromise such claim, then Xxxxxx shall undertake the legal defense of such claim both on behalf of Xxxxxx and behalf of the County. It is specifically agreed, however, that the County at its own cost and expense may participate in the legal defense of any such claim. Any final judgment rendered against the County for any cause for which Xxxxxx is liable hereunder shall be conclusive against Xxxxxx as to liability and amount upon the expiration of the time for appeal. 13.3 In addition to Xxxxxx's undertaking, as stated in this Section 13, and as a means of further protecting the County, its officers, agents, servants and employees, Lessee shall at all times during ...

Liabilities and Indemnities. 3.1 The Client shall fully indemnify Experian and its directors, officers, employees and agents against any and all losses, damages, costs, charges, fines, demands and expenses incurred (including legal expenses reasonably and properly incurred) howsoever arising that are suffered or incurred by Experian. This indemnity shall be unlimited and notwithstanding the provisions of clause 3.4 below, the Client shall be liable for any indirect, consequential, financial loss, anticipated or incidental losses or any other types of loss that Experian suffers or incurs under this Agreement, 3.2 As the creation of the Custom Programmatic Audience and Keys are provided to the Client free of charge, Experian shall not have any liability (whether in contract, negligence, for breach of statutory duty or otherwise) to the Client arising out of or in connection with this Agreement. 3.3 Subject to Clauses 3.1 and 3.4, neither party shall be liable to the other (whether in contract, negligence, for breach of statutory duty or otherwise) for: 3.3.1 any indirect or consequential loss; 3.3.2 the following types of financial loss; loss of profits; loss of earnings; loss of business or goodwill; even if that party had notice of the possibility of the other party incurring such losses; 3.3.3 the following types of anticipated or incidental losses; loss of anticipated savings; increase in bad debt; failure to reduce bad debt; even if that party had notice of the possibility of the other party incurring such losses. 3.4 Neither party excludes or limits its liability to the other for any of the following (and nothing in this Agreement shall be construed as excluding or limiting such liability): 3.4.1 for breach of its obligations under section 12 Sale of Goods Xxx 0000 or section 2 Supply of Goods and Services Xxx 0000; 3.4.2 for personal injury or death resulting from its negligence or that of its employees, agents and/or sub- contractors; 3.4.3 for breach of Clause 2; 3.4.4 for any matter which it would be illegal for that party to exclude and/or limit, or attempt to exclude and/or limit, its liability; or 3.4.5 for that party’s fraud.

Liabilities and Indemnities. 6.1 Notwithstanding GTC Article 6.3, the Tie-in Party shall indemnify and hold the Host Party, its Participants and their Affiliates, its Contractors, Subcontractors and Agents, and any of the aforesaid’s employees, harmless from and against any loss, damage and/or expense arising out of any claim for; injuries to or death of any employees of the Host Party, its Participants and their Affiliates, and/or its Contractors, Subcontractors and Agents, and/or loss of or damage to the property of the Host Party, its Participants and their Affiliates, its Contractors, Subcontractors and Agents, and/or any of the aforesaid’s employees, and/or all indirect losses, which include but are not limited to loss of profit, to the Host Party its Participants and their Affiliates, its Contractors, Subcontractors and Agents, any/or of the aforesaid’s employees, arising out of or connected with the Tie-in Work, except when such claim is a result of gross negligence or wilful misconduct by the managerial and/or supervisory personnel of any of the Host Party, its Contractors, Subcontractors or Agents. Notwithstanding Article 6.1 c), the Tie-in Party shall not be liable towards the Host Party, its Participants and their Affiliates, its Contractors, Subcontractors and Agents, and of the aforesaid’s employees, for any loss of profit incurred as a result of an agreed shut-down during the Tie-in Work. 6.2 The Tie-in Party shall indemnify and hold the Host Party, its Participants and their Affiliates, its Contractors, Subcontractors and Agents, and any of the aforesaid’s employees, harmless from and against any loss, damage and/or expense arising out of any claim for; injuries to or death of any employees of the Tie-in Party, its Participants and their Affiliates, and/or its Contractors, Subcontractors and Agents, and/or loss of or damage to the property of the Tie-in Party, its Participants and their Affiliates, its Contractors, Subcontractors and Agents, and/or any of the aforesaid’s employees, and/or