LIABILITY OF VENDOR Sample Clauses

LIABILITY OF VENDOR. A. The Vendor shall save, defend, indemnify and hold harmless the County from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities which may arise out of any act, neglect, error, omission or default of the Vendor arising out of or in any way connected with the Vendor or subcontractor’s performance or failure to perform under the terms of this Agreement. B. This section shall survive the termination or expiration of this Agreement.

LIABILITY OF VENDOR. (a) Subject to Section 15.03, Exhibit B of the CTSA, Vendor bears all risk of loss or damage due to: (1) Defects in Services; (2) Unfitness or obsolescence of Services; and (3) The negligence or intentional misconduct of Vendor or its employees, agents, or Subcontractors; (b) In addition to its obligations of indemnification under Sections 4.02 (“Responsibility for Vendor Personnel”), 5.02(e) (“Vendor Responsibility for Compliance with Laws and Regulations”), 9.10(a) (“Liability for Taxes, Insurance and Indemnification”), and 14.01 (“Infringement Indemnification”), Vendor shall indemnify and hold harmless the State, DIR and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRE- SENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RE- LATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents, employees, Subcontractors, or suppliers of Subcontractors in the execution or performance of the CTSA, a TEX- AN NG Customer Services Agreement and any Purchase Orders issued under the Contract; provided, however, that with respect to Vendor’s failure (including the fail- ure of Vendor’s agents, employees, Subcontractors, or suppliers of Subcontractors) to deliver Services per the SLA specified in Exhibit D which result in a Credit being paid by Vendor as specified in that Exhibit, such Credits (and not the indemnification set forth in this Section 11.11(b)) will apply. VENDOR SHALL PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS FEES. THE DEFENSE SHALL BE COORDI- NATED (I) BY THE OFFICE OF THE TEXAS ATTORNEY GENERAL FOR DIR AND FOR TEXAS STATE AGENCY CUSTOMERS, (II) BY CUSTOMER’S LOCAL COUNSEL FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUD- ING COUNTIES, MUNICIPALITIES, OR DISTRICTS) AND (III) BY VENDOR’S LE- GAL COUNSEL FOR CUSTOMERS THAT ARE EITHER PRIVATE INSTITUTIONS OF HIGHER EDUCATION OR ASSISTANCE ORGANIZATIONS (AS BOTH ARE DESCRIBED IN THE DEFINITION OF “CUSTOMER” IN SECTION 21 TO EXHIBIT A (“DEFINITIONS”)). IN ADDITION, IN CASES WHERE EITHER THE OFFICE OF THE TEXAS ATTORNEY GENERAL IS COORDINATING THE DEFENSE (UNDER SECTION 11.11(B)(I)) OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 11.11(B)(II)), VENDOR WILL HAVE THE RIGHT TO PARTICI- XXXX IN THE DEFENSE AT VENDOR'S EXPENSE, BUT VENDOR AGREES NOT TO INTERFERE WITH EITHER THE OFFICE OF THE TEXAS ATTORNEY GEN- ERAL’S OR LOCAL COUNSEL’S (AS THE CASE MAY BE) MANAG...

LIABILITY OF VENDOR. Acceptance of the insurance certificates by the State of Iowa shall not act to relieve Vendor of any obligation under this Agreement. It shall be the responsibility of Vendor to keep the respective insurance policies and coverages current and in force during the life of this Agreement. Vendor shall be responsible for all premiums, deductibles and for any inadequacy, absence or limitation of coverage, and the Vendor shall have no claim or other recourse against the State of Iowa for any costs or loss attributable to any of the foregoing, all of which shall be borne solely by the Vendor. Notwithstanding any other provision of the Agreement, Vendor shall be fully responsible and liable for meeting and fulfilling all of its obligations under this attachment and the Agreement.

LIABILITY OF VENDOR. The Liability of Vendor with respect to any and all claims, actions, proceedings or suits by third parties alleging infringement of patents, trademarks, or copyrights or violation of trade secrets or proprietary rights because of, or in connection with, any items furnished pursuant to this Contract shall be limited to the specific undertakings contained in this Section 15.

LIABILITY OF VENDOR. Vendor will be solely responsible for and will assume liability for damages caused by the acts, errors or omissions of Vendor’s Staff. Nothing in this Agreement shall be deemed to waive Citizens’ immunity as set forth in section 627.351(6), Florida Statutes, and elsewhere in the law.

LIABILITY OF VENDOR. In the event any goods sold and delivered hereunder shall be defective in any respect whatsoever, Vendor shall indemnify and hold harmless the Purchaser from all loss or the payment of all sums of money by reason of all accidents, injuries, or damages to persons or property that may happen or occur in connection with the use of such goods and/or contributed to by said defective condition.

LIABILITY OF VENDOR. Acceptance of the insurance certificates by the Department shall not act to relieve Vendor of any obligation under this Agreement. It shall be the responsibility of Vendor to keep the respective insurance policies and coverages current and in force during the life of this Agreement. Vendor shall be responsible for all premiums, deductibles and for any inadequacy, absence or limitation of coverage, and the Vendor shall have no claim or other recourse against the State or the Department for any costs or loss attributable to any of the foregoing, all of which shall be borne solely by the Vendor. Notwithstanding any other provision of this Agreement, Vendor shall be fully responsible and liable for meeting and fulfilling all of its obligations under Section 11 of this Agreement.

LIABILITY OF VENDOR. Dxxxx Xxxxx shall be solidarily and jointly and severally liable for the obligations of the Vendor (including the representations and warranties) set out in this Agreement or arising herefrom.

LIABILITY OF VENDOR. A. Subject to Section VI.C, the Vendor shall save, defend, indemnify and hold harmless the County from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities (“Losses” which may arise out of any act,neglect, error, omission or default of the Vendor or Vendor’s subcontractor’s performance or failure to perform under the terms of this Agreement. B. This section shall survive the termination or expiration of this Agreement. C. If the County suffers Losses as described in Section VI.A above (regardless of whether such Loss is based on breach of contract, tort, strict liability, breach of warranties, failure of essential purpose, statutory liability or otherwise), Vendor will be liable to the County for Losses incurred by the County during each sequential 12-month period in which the applicable schedule is in effect, commencing as of the first day of the provision of services thereunder (“Schedule Year”) up to an amount equal to the total fees paid or to be paid for such Schedule Year under the applicable Schedule. D. The limitations on Vendor’s liability contained in Section VI.C will not apply to Losses arising from: (i) Vendor’s willful, fraudulent or criminal misconduct; (ii) bodily injury, including death, or damage to tangible personal or real property incurred while Vendor is performing the Services and to the extent caused by the negligent or willful acts or omissions of Vendor’s personnel or agents in performing the services contemplated hereunder; or (iii) the infringement of the proprietary rights of a third party by use of the deliverables contemplated hereunder. E. In no event will either party be liable to the other party for incidental, consequential, special, or punitive damages (including loss of profits, data, business or goodwill, or government fines, penalties, taxes, or filing fees), regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose, statutory liability or otherwise, and even if advised of the likelihood of such damages.

LIABILITY OF VENDOR. The Vendor shall continue to be responsible for and discharge all liabilities and obligations accruing due and payable to those Employees not retained (the "Vendor's Employees") by the Purchaser, without limitation, wages and benefits. The Vendor is responsible for terminating the employment of the Vendor's Employees, and the payment of all severance obligations and liabilities associated therewith.