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.
Appears in 3 contracts
Samples: Collaboration Agreement, Collaboration Agreement, MKS Model Shared Service Collaboration Agreement
Liabilities and Indemnities. 12.1 The MKS [ ] Shared Service is being provided on a collaborative 9.1. In addition to the indemnity set out in clause 21.2 of the Terms and Conditions, the Client shall fully indemnify Experian and its directors, officers, employees and agents against any and all losses, liabilities, damages, costs, charges, fines, demands and expenses incurred (including legal expenses reasonably and properly incurred) howsoever arising that are suffered or incurred by Experian.
9.2. Notwithstanding the provisions of Clause 8.5 of the Terms and Conditions, the Client shall not exclude liability and therefore will be liable for profit basis with the intention any indirect, consequential, financial loss, anticipated or incidental losses or any other types of loss that (save as otherwise provided for in Experian suffers or incurs under 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 , including but not limited to, in respect of the employment of Relevant Employees engaged indemnity provided under clause 9.1 above.
9.3. The indemnity in the MKS [ ] Shared Service clause 9.1 shall (save as otherwise provided for apply whether or not Experian has been negligent or at fault.
9.4. The limits on liability set out in Clause 11 above) be considered to be costs 9.2 and 9.3 of the provision of the MKS Shared Service Terms 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 Conditions shall indemnify the other Authorities not apply in respect of all reasonable lossesthe indemnity provided to Experian by the Client as set out in Clause 9.1 above of these Special Terms and Conditions and therefore the indemnity under clause 9.1 shall be unlimited.
9.5. Notwithstanding anything to the contrary, costs or expenses (including for Experian shall have no liability to the avoidance Client arising out of doubt any redundancy costs or any other costs related to employees’ Experian acting as agent and their legal entitlements) incurred as a consequence of that reduction on behalf of the ServicesClient per clause 2.2 above.
12.3 Any costs 9.6. For the purpose of Clause 8.3 of the Terms and Conditions, the Initial Contract Value and the fees arising as a result of legislative change in any subsequent Contract Year shall be shared by limited to the Authorities in the same proportion as they have shared in the Pooled Funds in accordance with clause 10.6Experian Fees.
12.4 Each of 9.7. The Client shall be prohibited from bringing a claim against a Media Platform Provider in connection to the Authorities shall at all times take all reasonable steps within its powers to minimise and mitigate Services contained in this Agreement. If the Client or Permitted User brings any loss for which it is seeking re-imbursement from any of claim against the other Authorities.
12.5 Each Authority shall retain responsibility (the “Responsible Authority”) for meeting all the costs of and Media Platform Provider 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 subject matter of this Agreement; or
12.5.2 during , the Term of this Agreement where Client shall reimburse Experian in full for any amounts which Experian is obliged to pay to the provisions of clause 16 shall applyMedia Platform Provider(s) in connection with such claim, and for any associated legal expenses reasonably and properly incurred by Experian.
12.6 Clause 12 shall survive the termination or expiry of this Agreement.
Appears in 2 contracts
Samples: Experian Digital Marketing Services Agreement, Experian Digital Marketing Services Agreement
Liabilities and Indemnities. 12.1 The MKS [ ] Shared Service is being provided (a) Sellers shall be responsible for, and shall defend and indemnify the Buyer Indemnitees from and against, all Claims and Losses arising out of or relating to or arising from all matters concerning Employees and Former Employees prior to the Closing Date, even if such Claims and Losses are asserted on a collaborative or after the Closing Date, including without limitation the hiring, employment, events occurring during employment and not for profit basis termination of employment of the Employees and Former Employees, the Collective Bargaining Agreements and any other agreement or understanding with the intention that (save as otherwise provided for in this Agreement) each Authority shall bear the risks of any losses caused to itself Union, grievances, Obligations under all employee related benefit plans and programs, Seller Plans, worker compensation Laws, unemployment compensation, Social Security, pension, vacation, medical, dental, disability, death benefits, Laws regarding discrimination, harassment, notification or any of its staff by the provision other requirements of the Services under this Agreement except in Worker Adjustment and Retraining Notification Act of 1988, as amended, and any comparable state Law (collectively, the case “WARN Act”) that may become applicable with respect to the termination of fraud Employees and Former Employees by VSI prior to or bad faith in which case at the defaulting Authority shall indemnify the other Authority against claims and/or liabilities in respect thereof provided that all costs and losses in respect time 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 ServicesClosing; provided, then that Authority shall indemnify the other Authorities in respect of all reasonable losseshowever, costs or expenses (including for the avoidance of doubt doubt, the foregoing indemnification by Sellers shall not extend to Claims for which Buyers are providing indemnification pursuant to clauses (ii) and (iii) of Section 7.2(b) of this Schedule.
(b) Buyers shall be responsible for, and Buyers shall defend and indemnify the Seller Indemnitees from and against, all Claims and Losses arising out of (i) Buyers’ failure to comply with their obligations under Section 7.1(c) and Section 7.1(d) of this Schedule, or (ii) any redundancy costs Claims by IBEW Local 1238 that Premcor Refining (or any other costs related VSI, as the successor to employees’ and their legal entitlementsPremcor Refining as the employer of the Employees) incurred breached the provision in the IBEW Collective Bargaining Agreement requiring them to “as a consequence condition of that reduction any sale [of the Services.
12.3 Any costs arising Refinery] require that any subsequent Buyer/Operator recognize the Union as a result the exclusive bargaining representative of legislative change shall be shared all affected bargaining-unit employees and assume the Collective Bargaining Agreement (CBA), for those affected BU employees” by reason of this Agreement or the Authorities in the same proportion as they have shared in the Pooled Funds in accordance with clause 10.6.
12.4 Each consummation 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 transactions contemplated hereby, or (iii) any Claim by the “Responsible Authority”) for meeting all USW similar to those that might be brought by the costs of and IBEW as described in connection with the conduct of any proceedings including settlement of any action or claim relating foregoing clause (ii), above, to the provision of [ ]Shared Services where responsibility therefore arises directly effect that Premcor Refining or indirectly from VSI failed to honor any act, omission or default of successorship obligations under 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 USW Collective Bargaining Agreement by reason of this Agreement where or the provisions consummation of clause 16 shall applyany of the transactions contemplated hereby.
12.6 Clause 12 shall survive the termination or expiry of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (PBF Energy Inc.), Asset Purchase Agreement (PBF Energy Inc.)
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-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.
Appears in 1 contract
Samples: Collaboration Agreement
Liabilities and Indemnities. 12.1 The MKS [ ] Shared Service is being provided on a collaborative 15.1 Supplier shall be directly liable to Customer and not for profit basis with M&B in respect of:
(a) any liability under the intention that Warranty;
(save as otherwise provided for in this Agreementb) each Authority shall bear the risks liquidated damages detailed at Clauses 7.4(a);
(c) the IP Indemnity at Clause 15.7;
(d) any gross negligence or wilful misconduct of Supplier or any losses caused to itself contractor, subcontractor or supplier of Supplier;
(e) death or personal injury suffered by the directors, employees, servants or agents of Customer or M&B or any of them to the extent due to the negligence or wilful misconduct of Supplier while such persons are present on the Supplier Site for the purposes of this Agreement; and CAM Conversion Agreement
(f) Supplier’s breach of its staff by obligations under this Agreement, except to the provision extent such losses result from the grossly negligent act or omission of that which shall be applicable of Customer or M&B (respectively) or any of their respective directors, employees, servants or agents or any of them.
15.2 The express liabilities of Supplier contained in Clause 15.1 shall be in substitution for all other conditions, warranties, representations or obligations whether express or implied, statutory or otherwise which might impose any liability on M&B and/or Supplier, and their respective directors, employees, servants or agents or any of them arising directly or indirectly out of or in connection with the Services provided by Supplier hereunder or otherwise howsoever under this Agreement except in whether or not due to the case negligence, sole or contributory, or other tortious act or omission or breach of fraud contract or bad faith in statutory duty of M&B and/or Supplier, and their respective directors, employees, servants or agents or any of them 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 are hereby expressly excluded insofar 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 such exclusion is permissible in accordance with clause 10.6any applicable provision of New York law in force from time to time, and the provisions of this Agreement shall override any alleged or actual representation or collateral agreement to the contrary. Accordingly, M&B and Supplier’s liabilities under this Agreement shall be limited in accordance with the provisions of Clause 15.1 and this Clause15.2.
12.2 If one Authority requires a reduction in the level of the Services, then that Authority 15.3 Customer shall indemnify the other Authorities and hold harmless M&B and Supplier their shareholders and any of their respective directors, employees, servants and agents and any of them from and against (and agrees that Customer shall make no claims against M&B and/or Supplier in respect of) any liabilities, actions, losses, claims, proceedings, judgments, damages, obligations, costs and expenses of all reasonable any nature whatsoever (including legal fees, costs and expenses) not expressly listed in Clause 15.1 above made by whomsoever which may at any time be incurred by or imposed on M&B and/or Supplier, its directors, employees, servants or agents or any of them arising directly or indirectly out of or in connection with the Services and Extra Work provided by Supplier hereunder or otherwise under this Agreement, except to the extent such liabilities, actions, losses, claims, proceedings, judgments, damages, obligations, costs or expenses result from the gross negligence or wilful misconduct of that which shall be applicable of M&B or Supplier or their respective directors, employees, servants or agents. [*]
15.4 Customer retain the right following consultation with M&B or Supplier (as applicable) to assume and control the defence of any claim against Supplier or M&B for which Customer has agreed to indemnify M&B and Supplier under Clause 15.3, wherever Customer determines that it is in its best interest to control such defence. In the event that Customer chooses in its absolute discretion to assume or control the defence:
(a) Customer shall diligently pursue such proceedings or negotiations; CAM Conversion Agreement
(b) Customer shall at all times consult in good faith with M&B or Supplier, as applicable, with respect to actions taken in relation thereto; and,
(c) Customer agrees not to do or say anything which is materially detrimental to the rights and interests of Supplier or M&B except where Customer is legally compelled to do so by virtue of due process of law, Supplier and M&B shall give Customer all reasonable assistance for the preparation of such proceedings or negotiations (including prompt provision to Customer of all data, records and assistance within Supplier’s and M&B’s control which are material to any such claim and access to Supplier’s and M&B’s personnel as reasonably relevant to such preparation) and Customer shall not, except pursuant to a final award, pay or accept any such claim or compromise any such proceedings, without the prior written consent of Supplier and/or M&B (as applicable) (such consent shall not be unreasonably withheld, delayed or conditioned). In the event Customer does not elect to assume and control the defense of a claim against Supplier or M&B for which Customer has an indemnification obligation hereunder, neither Supplier nor M&B (as applicable) shall, except pursuant to a final award, pay or accept any such claim or compromise any such proceedings without the prior written consent of Customer (such consent shall not be unreasonably withheld, delayed or conditioned).
15.5 NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, AND EXCEPT FOR THE LIQUIDATED DAMAGES AND OTHER SUMS PAYABLE UNDER CLAUSE 7.4(A), IN NO EVENT SHALL SUPPLIER, M&B, OR CUSTOMER (SUBJECT TO CUSTOMER’S OBLIGATIONS UNDER CLAUSE 15.3 WITH RESPECT TO CLAIMS OF THIRD PARTIES AGAINST SUPPLIER AND/OR M&B), BE LIABLE UNDER THIS AGREEMENT FOR LOSS OF USE, LOSS OF PROFIT AND/OR FOR ANY INCIDENTAL AND/OR INDIRECT AND/OR CONSEQUENTIAL LOSS OR DAMAGE ARISING FROM THIS AGREEMENT OR THE SERVICES PROVIDED PURSUANT HERETO. FOR THE AVOIDANCE OF DOUBT, AND NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CUSTOMER BE LIABLE TO SUPPLIER OR M&B UNDER THIS AGREEMENT FOR LOSS OF USE, LOSS OF PROFIT AND/OR FOR ANY INCIDENTAL AND/OR INDIRECT AND/OR CONSEQUENTIAL LOSS OR DAMAGE TO THE EXTENT THE SAME IS INCURRED BY SUPPLIER OR M&B ITSELF OR THEMSELVES (AS OPPOSED TO THIRD PARTY CLAIMS – REGARDLESS OF THE TYPE OF DAMAGE CLAIMED – AGAINST SUPPLIER OR M&B WHICH ARE NOT SUBJECT TO THE LIMITATION OF LIABILITY OF THIS SECTION 15.5). CAM Conversion Agreement
15.6 (Intentionally omitted)
15.7 Customer acknowledges and agrees that the rates agreed between M&B and Customer for the avoidance Services have been calculated (amongst other things) by specific reference to the exclusions and limitations contained in this Clause 15.
15.8 If any claim is made against Customer that the Services, Extra Work or the Conversion infringe, or that the use of doubt any redundancy costs the Conversion features of a Contract Aircraft infringes, the patent, copyright, design trade mxxx or other industrial or intellectual property rights of any other person, Supplier shall fully and effectively indemnify and hold harmless Customer on demand against all loss, damage, costs related to employees’ and their legal entitlements) expenses awarded against, incurred as a consequence by or suffered by Customer in connection with or arising out of that reduction of the Services.
12.3 Any costs arising or as a result of legislative change the claim (this “IP Indemnity”) on the condition that:
(a) The relevant Customer gives Supplier written notice within ten (10) Business Days after Customer receives notice of a suit or action against Customer alleging infringement or within ten (10) Business Days after Customer receives a written claim of infringement, provided, however, that Customer’s failure to provide notice to Supplier of a suit, action or written claim within those period shall be shared not limit Supplier’s indemnity obligations except as and to the extent Supplier is actually and materially prejudiced by the Authorities in the same proportion as they have shared in the Pooled Funds in accordance with clause 10.6such failure.
12.4 Each (b) Supplier is given full control of the Authorities any proceedings or negotiations in connection with any such claims and shall diligently pursue them unless all Parties agree otherwise. Supplier shall at all times take consult with Customer before taking any action in relation thereto;
(c) Customer shall give Supplier all reasonable steps assistance for the preparation of such proceedings or negotiations and shall:
(i) promptly provide to Supplier all data, records and assistance within its powers Customer’s control which are material to minimise and mitigate any loss for which it is seeking re-imbursement from such claim, suit or action; and
(ii) (except as to amounts mandated by a judgment) obtain Supplier’s prior approval to pay or assume any liabilities, damages, royalties or costs;
(d) Except pursuant to a final award, neither Customer, M&B nor Supplier shall pay or accept any such claim or compromise any such proceedings, without the consent of the other(s) (such consent shall not be unreasonably withheld, delayed or conditioned). In the event of a failure of Customer, Supplier, and M&B to agree on the settlement of a claim, the matter shall be referred to the determination of leading patent counsel instructed by the relevant Parties, whose decision shall be final and binding; CAM Conversion Agreement
(e) Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which M&B and/or Supplier may have in relation to such infringement; and
(f) Supplier shall be entitled to the benefit of, and Customer shall accordingly account to Supplier for, all damages and costs (if any) awarded in favour of and paid to Customer which are payable or agreed with the consent of Customer (which consent shall not be unreasonably withheld, delayed or conditioned) to be paid by any other Authoritiesparty in respect of any such claim of infringement to the extent that it has been the subject of an indemnity from Supplier under this Clause which has been satisfied by Supplier.
12.5 Each Authority shall retain responsibility (the “Responsible Authority”g) for meeting all the costs of Supplier’s obligations and in connection with the conduct of Customers’ remedies herein consist of, at Supplier’s option, replacing an infringing item or otherwise curing any proceedings including settlement of any action or claim relating infringement to the provision extent that such replacement or cure avoids any claim, loss, damage, cost or expense otherwise indemnifiable by Supplier under this Clause 15.7.
(h) This IP Indemnity shall not apply unless, from the time of [ ]Shared Services where responsibility therefore arises directly or indirectly from any act, omission or default design of the Responsible Authority and/or its Relevant Contractor whetherallegedly infringing Contract Aircraft or Item until the resolution of the infringement claim, the country and flag country of such Contract Aircraft:
12.5.1 prior (i) are fully bound by the Chicago Convention on International Civil Aviation of December 7, 1944, and are fully entitled to the Commencement Date all benefits of this AgreementArticle 27 thereof; or
12.5.2 during (ii) are parties to the Term International Convention for the Protection of this Agreement where the provisions of clause 16 shall applyIndustrial Property (“Paris Convention”).
12.6 Clause 12 (i) This IP Indemnity shall survive the termination not apply to Customer Items or expiry of this Agreementengines.
Appears in 1 contract
Samples: Conversion Agreement (Air Transport Services Group, Inc.)
Liabilities and Indemnities. 12.1 The MKS [ ] Shared Service is being provided on a collaborative 15.1 Supplier shall be directly liable to Customer and not for profit basis with M&B in respect of:
(a) any liability under the intention that Warranty;
(save as otherwise provided for in this Agreementb) each Authority shall bear the risks liquidated damages detailed at Clauses 7.4(a);
(c) the IP Indemnity at Clause 15.7;
(d) any gross negligence or wilful misconduct of Supplier or any losses caused to itself contractor, subcontractor or supplier of Supplier;
(e) death or personal injury suffered by the directors, employees, servants or agents of Customer or M&B or any of them to the extent due to the negligence or wilful misconduct of Supplier while such persons are present on the Supplier Site for the purposes of this Agreement; and CAM Conversion Agreement
(f) Supplier’s breach of its staff by obligations under this Agreement, except to the provision extent such losses result from the grossly negligent act or omission of that which shall be applicable of Customer or M&B (respectively) or any of their respective directors, employees, servants or agents or any of them.
15.2 The express liabilities of Supplier contained in Clause 15.1 shall be in substitution for all other conditions, warranties, representations or obligations whether express or implied, statutory or otherwise which might impose any liability on M&B and/or Supplier, and their respective directors, employees, servants or agents or any of them arising directly or indirectly out of or in connection with the Services provided by Supplier hereunder or otherwise howsoever under this Agreement except in whether or not due to the case negligence, sole or contributory, or other tortious act or omission or breach of fraud contract or bad faith in statutory duty of M&B and/or Supplier, and their respective directors, employees, servants or agents or any of them 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 are hereby expressly excluded insofar 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 such exclusion is permissible in accordance with clause 10.6any applicable provision of New York law in force from time to time, and the provisions of this Agreement shall override any alleged or actual representation or collateral agreement to the contrary. Accordingly, M&B and Supplier’s liabilities under this Agreement shall be limited in accordance with the provisions of Clause 15.1 and this Clause15.2.
12.2 If one Authority requires a reduction in the level of the Services, then that Authority 15.3 Customer shall indemnify the other Authorities and hold harmless M&B and Supplier their shareholders and any of their respective directors, employees, servants and agents and any of them from and against (and agrees that Customer shall make no claims against M&B and/or Supplier in respect of) any liabilities, actions, losses, claims, proceedings, judgments, damages, obligations, costs and expenses of all reasonable any nature whatsoever (including legal fees, costs and expenses) not expressly listed in Clause 15.1 above made by whomsoever which may at any time be incurred by or imposed on M&B and/or Supplier, its directors, employees, servants or agents or any of them arising directly or indirectly out of or in connection with the Services and Extra Work provided by Supplier hereunder or otherwise under this Agreement, except to the extent such liabilities, actions, losses, claims, proceedings, judgments, damages, obligations, costs or expenses result from the gross negligence or wilful misconduct of that which shall be applicable of M&B or Supplier or their respective directors, employees, servants or agents. Notwithstanding any provision in this Agreement to the contrary, Customer’s aggregate liability under this Clause 15.3 shall not exceed $750 million.
15.4 Customer retain the right following consultation with M&B or Supplier (as applicable) to assume and control the defence of any claim against Supplier or M&B for which Customer has agreed to indemnify M&B and Supplier under Clause 15.3, wherever Customer determines that it is in its best interest to control such defence. In the event that Customer chooses in its absolute discretion to assume or control the defence:
(a) Customer shall diligently pursue such proceedings or negotiations; CAM Conversion Agreement
(b) Customer shall at all times consult in good faith with M&B or Supplier, as applicable, with respect to actions taken in relation thereto; and,
(c) Customer agrees not to do or say anything which is materially detrimental to the rights and interests of Supplier or M&B except where Customer is legally compelled to do so by virtue of due process of law, Supplier and M&B shall give Customer all reasonable assistance for the preparation of such proceedings or negotiations (including prompt provision to Customer of all data, records and assistance within Supplier’s and M&B’s control which are material to any such claim and access to Supplier’s and M&B’s personnel as reasonably relevant to such preparation) and Customer shall not, except pursuant to a final award, pay or accept any such claim or compromise any such proceedings, without the prior written consent of Supplier and/or M&B (as applicable) (such consent shall not be unreasonably withheld, delayed or conditioned). In the event Customer does not elect to assume and control the defense of a claim against Supplier or M&B for which Customer has an indemnification obligation hereunder, neither Supplier nor M&B (as applicable) shall, except pursuant to a final award, pay or accept any such claim or compromise any such proceedings without the prior written consent of Customer (such consent shall not be unreasonably withheld, delayed or conditioned).
15.5 NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, AND EXCEPT FOR THE LIQUIDATED DAMAGES AND OTHER SUMS PAYABLE UNDER CLAUSE 7.4(A), IN NO EVENT SHALL SUPPLIER, M&B, OR CUSTOMER (SUBJECT TO CUSTOMER’S OBLIGATIONS UNDER CLAUSE 15.3 WITH RESPECT TO CLAIMS OF THIRD PARTIES AGAINST SUPPLIER AND/OR M&B), BE LIABLE UNDER THIS AGREEMENT FOR LOSS OF USE, LOSS OF PROFIT AND/OR FOR ANY INCIDENTAL AND/OR INDIRECT AND/OR CONSEQUENTIAL LOSS OR DAMAGE ARISING FROM THIS AGREEMENT OR THE SERVICES PROVIDED PURSUANT HERETO. FOR THE AVOIDANCE OF DOUBT, AND NOTWITHSTANDING ANY CONTRARY PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CUSTOMER BE LIABLE TO SUPPLIER OR M&B UNDER THIS AGREEMENT FOR LOSS OF USE, LOSS OF PROFIT AND/OR FOR ANY INCIDENTAL AND/OR INDIRECT AND/OR CONSEQUENTIAL LOSS OR DAMAGE TO THE EXTENT THE SAME IS INCURRED BY SUPPLIER OR M&B ITSELF OR THEMSELVES (AS OPPOSED TO THIRD PARTY CLAIMS – REGARDLESS OF THE TYPE OF DAMAGE CLAIMED – AGAINST SUPPLIER OR M&B WHICH ARE NOT SUBJECT TO THE LIMITATION OF LIABILITY OF THIS SECTION 15.5). CAM Conversion Agreement
15.6 (Intentionally omitted)
15.7 Customer acknowledges and agrees that the rates agreed between M&B and Customer for the avoidance Services have been calculated (amongst other things) by specific reference to the exclusions and limitations contained in this Clause 15.
15.8 If any claim is made against Customer that the Services, Extra Work or the Conversion infringe, or that the use of doubt any redundancy costs the Conversion features of a Contract Aircraft infringes, the patent, copyright, design trade xxxx or other industrial or intellectual property rights of any other person, Supplier shall fully and effectively indemnify and hold harmless Customer on demand against all loss, damage, costs related to employees’ and their legal entitlements) expenses awarded against, incurred as a consequence by or suffered by Customer in connection with or arising out of that reduction of the Services.
12.3 Any costs arising or as a result of legislative change the claim (this “IP Indemnity”) on the condition that:
(a) The relevant Customer gives Supplier written notice within ten (10) Business Days after Customer receives notice of a suit or action against Customer alleging infringement or within ten (10) Business Days after Customer receives a written claim of infringement, provided, however, that Customer’s failure to provide notice to Supplier of a suit, action or written claim within those period shall be shared not limit Supplier’s indemnity obligations except as and to the extent Supplier is actually and materially prejudiced by the Authorities in the same proportion as they have shared in the Pooled Funds in accordance with clause 10.6such failure.
12.4 Each (b) Supplier is given full control of the Authorities any proceedings or negotiations in connection with any such claims and shall diligently pursue them unless all Parties agree otherwise. Supplier shall at all times take consult with Customer before taking any action in relation thereto;
(c) Customer shall give Supplier all reasonable steps assistance for the preparation of such proceedings or negotiations and shall:
(i) promptly provide to Supplier all data, records and assistance within its powers Customer’s control which are material to minimise and mitigate any loss for which it is seeking re-imbursement from such claim, suit or action; and
(ii) (except as to amounts mandated by a judgment) obtain Supplier’s prior approval to pay or assume any liabilities, damages, royalties or costs;
(d) Except pursuant to a final award, neither Customer, M&B nor Supplier shall pay or accept any such claim or compromise any such proceedings, without the consent of the other(s) (such consent shall not be unreasonably withheld, delayed or conditioned). In the event of a failure of Customer, Supplier, and M&B to agree on the settlement of a claim, the matter shall be referred to the determination of leading patent counsel instructed by the relevant Parties, whose decision shall be final and binding; CAM Conversion Agreement
(e) Customer shall do nothing which would or might vitiate any policy of insurance or insurance cover which M&B and/or Supplier may have in relation to such infringement; and
(f) Supplier shall be entitled to the benefit of, and Customer shall accordingly account to Supplier for, all damages and costs (if any) awarded in favour of and paid to Customer which are payable or agreed with the consent of Customer (which consent shall not be unreasonably withheld, delayed or conditioned) to be paid by any other Authoritiesparty in respect of any such claim of infringement to the extent that it has been the subject of an indemnity from Supplier under this Clause which has been satisfied by Supplier.
12.5 Each Authority shall retain responsibility (the “Responsible Authority”g) for meeting all the costs of Supplier’s obligations and in connection with the conduct of Customers’ remedies herein consist of, at Supplier’s option, replacing an infringing item or otherwise curing any proceedings including settlement of any action or claim relating infringement to the provision extent that such replacement or cure avoids any claim, loss, damage, cost or expense otherwise indemnifiable by Supplier under this Clause 15.7.
(h) This IP Indemnity shall not apply unless, from the time of [ ]Shared Services where responsibility therefore arises directly or indirectly from any act, omission or default design of the Responsible Authority and/or its Relevant Contractor whetherallegedly infringing Contract Aircraft or Item until the resolution of the infringement claim, the country and flag country of such Contract Aircraft:
12.5.1 prior (i) are fully bound by the Chicago Convention on International Civil Aviation of December 7, 1944, and are fully entitled to the Commencement Date all benefits of this AgreementArticle 27 thereof; or
12.5.2 during (ii) are parties to the Term International Convention for the Protection of this Agreement where the provisions of clause 16 shall applyIndustrial Property (“Paris Convention”).
12.6 Clause 12 (i) This IP Indemnity shall survive the termination not apply to Customer Items or expiry of this Agreementengines.
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Samples: Conversion Agreement (Air Transport Services Group, Inc.)
Liabilities and Indemnities. 12.1 a. The MKS [ ] Shared Service is being provided on a collaborative and not for profit basis with the intention that (save Vendor's Indemnity: Except as otherwise expressly provided for herein, and subject to subclauses 18(c) and 18(d), the Vendor, after Closing, shall be liable to the Purchaser for all Losses which the Purchaser may suffer and, in this Agreement) each Authority shall bear addition, indemnify and save harmless the risks Purchaser from and against all Losses which arise or are attributable to any breach of any losses caused to itself representation or any of its staff warranty made by the provision Vendor herein excepting any Losses to the extent the same are caused by gross negligence or wilful default of the Services under this Agreement except in Purchaser, its successors or assigns, provided however that written notice of a claim hereunder together with reasonable particulars must have been provided to 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 Vendor within twelve months 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 Closing Date. The indemnity granted herein by the Authorities in the same proportion as they have shared in the Pooled Funds in accordance with clause 10.6.
12.4 Each Vendor is not a title warranty and does not provide either an extension 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 Authoritiesadjustment provisions of clause 9, any representation or warranty contained in clause 10, or any additional remedy with regard to the Vendor's breach of warranty or misrepresentation.
12.5 Each Authority b. The Purchaser's Indemnity: Except as otherwise expressly provided for herein, the Purchaser, after Closing, 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 be liable to the provision of [ ]Shared Services where responsibility therefore arises directly Vendor for all Losses which the Vendor may suffer and, in addition, indemnify and save harmless the Vendor from and against any Losses pertaining to the Assets and occurring or indirectly from accruing on or after the Adjustment Date excepting any act, omission Losses to the extent the same are caused by gross negligence or wilful default of the Responsible Authority and/or Vendor and 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 applysuccessors or assigns.
12.6 Clause 12 shall survive the termination or expiry of this Agreement.
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