Liability, Insurance and Indemnities Sample Clauses
Liability, Insurance and Indemnities. 10.1 Skye shall remain solely responsible for discharging creditors and for all Claims (as defined in this Clause 10) relating to the development, manufacture, sale and supply of the Product resulting from any act, default, transaction or circumstance occurring prior to the Effective Date (including claims or demands arising after the Effective Date to the extent they are based on events occurring prior to the Effective Date), and Skye shall indemnify and hold harmless Mundipharma and its Affiliates from and against any and all such Claims or part thereof arising in connection therewith.
10.2 Skye shall indemnify and hold harmless Mundipharma and its Affiliates from and against;
10.2.1 Claims arising from or in connection with Intellectual Property infringement proceedings with Third Parties in connection with the Skye Technology (except to the extent that the claim has arisen from Mundipharma’s use of the Skye Technology other than in accordance with this Agreement); and
10.2.2 Claims against Mundipharma arising from or in connection with death or personal injury except to the extent arising out of any breach of this Agreement or the Supply Agreement by Mundipharma or its Affiliates or out of any negligent act or omission of Mundipharma or its Affiliates or their employees in the course of their employment.
10.3 Mundipharma shall indemnify and hold harmless Skye from and against Claims arising from or in connection with:
10.3.1 the use, storage, marketing, distribution or sale of the Product by Mundipharma or its Affiliates to the extent that such Claims arise out of any breach of this Agreement or the Supply Agreement by Mundipharma or its Affiliates or out of any negligent act or omission of Mundipharma or its Affiliates or their employees in the course of their employment; and
10.3.2 death or personal injury to the extent arising out of any breach of this Agreement or the Supply Agreement by Mundipharma or its Affiliates or out of any negligent act or omission of Mundipharma or its Affiliates or their employees in the course of their employment.
10.4 Promptly after receipt by a party of any Claim or alleged claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which an indemnity provided for in this Clause 10 may apply, the indemnified party shall give written notice to the indemnifying party of such fact. The indemnifying party shall have the option to assume the defence thereof by election in wr...
Liability, Insurance and Indemnities. 9.1 The indemnity obligations, limitations of liability, obligations to maintain insurance and all other provisions of Section 10 of the License Agreement will apply with respect to this Agreement, and are hereby incorporated herein by reference.
Liability, Insurance and Indemnities a) None of the clauses below shall apply so as to restrict liability for death or personal injury resulting from the negligence of Exacom.
b) Exacom will be liable for damage to the Client’s property proven to have been caused by its negligence, caused by, relates to or arises from the provision of the Software or maintenance service.
c) Subject to 14(e), Exacom's liability for any loss that the Client may suffer whether arising from tort (including negligence), breach of contract or otherwise under, or in connection with, this Agreement shall not in any event exceed the level of Exacom’s insurance cover.
d) The liability of the Client to Exacom shall not in any circumstances exceed the amount payable in the relevant year in which any claim is made under this Agreement.
e) Exacom shall indemnify and keep indemnified the Client 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 Client or its representatives.
f) Exacom shall maintain employers and public liability insurance cover with a reputable insurance company and with minimum indemnity limits per occurrence of £10,000,000 (ten million pounds) and £5,000,000 (five million pounds) respectively. Additionally, Exacom shall maintain professional indemnity cover with a minimum indemnity cover of £2,000,000 (two million pounds). Proof of cover will be produced by Exacom in April 2019 and thereafter at any time on demand by the Client.
g) Neither Party is liable for any special, indirect or consequential loss (including but not limited to loss of profits, revenue, data or goodwill) howsoever arising suffered by the other party and arising in any way in connection with this Agreement. Exacom undertakes to defend the Client from and against any claim or action that the possession, use, development, modification or maintenance of the Software (or any part thereof) infringes the Intellectual Property Rights of a third party (Claim) and shall fully indemnify and hold harmless the Client from and against any losses, damages, costs (including all legal ...
Liability, Insurance and Indemnities. 9.1 The City shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and expenses of legal services, claimed or recovered by any person or entity, or occurring on the Leased Premises, or the Airport, or as a result of any operations, works, acts or omissions performed on the Leased Premises, or the Airport, by Lessee, its agents, servants, employees or authorized tenants, or their guests or invitees. Lessee shall not in any way be liable for any cost, liability, damage or injury, including cost of suit and expenses of legal services, claimed or recovered by any person or entity, or occurring on the Leased Premises, or the Airport, or as a result of any operations, works, acts, or commission performed on the Leased Premises, or the Airport, solely by the City, their agents, servants, employees or authorized tenants, or their guests or invitees. In this regard, LESSEE expressly releases the City and each of its agents from their own negligence, or other liability.
9.2 Lessee agrees to indemnify, save and hold harmless, the City, their officers, agents, servants and employees, of and from any and all costs, liability, damage and expense, including costs of suit and reasonable expenses of legal services, claimed or recovered, justly or unjustly, falsely, fraudulently or frivolously, by any person, firm or corporation by reason of injury to, or death of, any person or persons, including City personnel, and damage to, destruction or loss of use of any property, including City property, directly or indirectly arising from, or resulting from, any operations, works, acts or omissions of Lessee, its agents, servants, employees, contractors, or authorized tenants. Upon the filing with the City by anyone of a claim for damages arising out of incidents for which Lessee herein agrees to indemnify and hold the City harmless, the City shall notify Lessee of such claim and in the event that Lessee does not settle or compromise such claim, then Lessee shall undertake the legal defense of such claim on behalf of Lessee and the City. It is specifically agreed, however, that the City at its own cost and expense, may participate in the legal defense of any such claim. Any final judgment rendered against the City for any cause for which Lessee is liable hereunder shall be conclusive against Lessee as to liability and amount upon the expiration of the time for appeal.
9.3 Lessee shall procure and keep in force during the term of this Agree...
Liability, Insurance and Indemnities. With respect to ▇▇▇▇▇▇' services through the effective date of this Agreement and Release in the scope of his employment, in his status as a fiduciary, or as an officer or director of any ▇▇▇▇▇▇▇'▇ Entity, and with respect to ▇▇▇▇▇▇' services as a consultant hereunder, ▇▇▇▇▇▇▇'▇ agrees to maintain on behalf of ▇▇▇▇▇▇, on a basis no less favorable than as provided by ▇▇▇▇▇▇▇'▇ on behalf of ▇▇▇▇▇▇ on the day prior to the effective date of this Agreement:
(a) All insurance coverages respecting any liability or potential liability which ▇▇▇▇▇▇' may incur or may have incurred. Such coverages shall be maintained during the full term of ▇▇▇▇▇▇' consulting engagement and for at least such "trailing periods" as are provided by such coverages on the day prior to the effective date of this Agreement and Release.
(b) All contractual provisions (whether embodied in articles of incorporation, bylaws, board resolutions, agreements, or otherwise) which in any way limit the liability of, or provide advances to or protections to, or indemnify ▇▇▇▇▇▇. Notwithstanding anything in the foregoing to the contrary, ▇▇▇▇▇▇▇'▇ shall not continue to reimburse ▇▇▇▇▇▇ for his personal umbrella insurance premiums or any other insurance premiums after the effective date of this Agreement and Release.
Liability, Insurance and Indemnities