Liabilityand Indemnification Sample Clauses

Liabilityand Indemnification. Neither SAE nor the management of the site shall be liable for damage, loss or destruction of the exhibits because of fire, theft, accident or other destructive causes, and exhibitors shall rent exhibit space at their sole risk. Neither SAE nor the management of the site nor any of their employees, agents, or servants will be accountable or liable for accidents to exhibitors, their employees, agents or servants. The exhibitor shall be liable to SAE and/or the site for any damage done to the building and/or the furniture and fixtures contained therein which shall occur through acts or omissions of the exhibitor, its employees, agents or servants.The exhibitor hereby assumes the entire and full responsibility and liability for and agrees to indemnify and hold harmless SAE International, its officers, directors, members, staff and other representatives from and against any and all claims, damages, injury (including without limitation, death at any time resulting there from), loss or expense (including without limitation, all attorney fees and other expenses of any arbitration or litigation) of any nature resulting from any injury or damage to any person or property which occurs within the exhibitor’s exhibit space or as the result of any act or omission of the exhibitor, its employees, agents or servants.
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Liabilityand Indemnification. Brainfuse shall not be responsible or liable for any disruption, pause or cessation of the Brainfuse Program caused by actions or events beyond Brainfuse's immediate control, including, but not limited to, Internet disruptions, the Library’s computers, hardware malfunctions, firewall restrictions, browser incompatibilities, other systems problems, or the failure of patrons to attend sessions. Notwithstanding any other provision of this Agreement, if any claim is asserted, or action or proceeding brought against Library that alleges that all or any part of the Intellectual Property, in the form supplied, or modified by Brainfuse, or Library’s use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest, or violates any other contract, license, grant, or other proprietary right of any third party, Library, upon its awareness, shall give Brainfuse prompt written notice thereof. Brainfuse shall defend, and hold Library harmless against, any such claim or action with counsel of Brainfuse’s choice and at Brainfuse’s expense and shall indemnify Library against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Library shall cooperate with and may monitor Brainfuse in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as Brainfuse may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Intellectual Property made by Library, or any third party pursuant to Library’s directions, or upon the unauthorized use of the Intellectual Property by Library. If the Intellectual Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, Brainfuse shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in Brainfuse’s sole discretion: (a) promptly replace the Intellectual Property with a compatible, functionally equivalent, non-infringing system; or (b) promptly modify the Intellectual Property to make it non-infringing; or (c) promptly procure the right of Library to use the Intellectual Property as intended.
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Liabilityand Indemnification. A, In the eventthat Carrier consists of two (2) or more separateentitiesas set forth in this Agreement and/or any amendmenthereto, or any third party places orders underthis Agreementusing Carrier's company codesor identifiers, allsuch entitiesshall bejointly and severally liablefor the obligationsof Carrier underthis Agreement.
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Liabilityand Indemnification 
Sample 1

Related to Liabilityand Indemnification

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • HOLD HARMLESS AND INDEMNIFICATION A. The Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City.

  • Insurance and Indemnification Costs of insurance in connection with the general conduct of activities are allowable, provided that the extent and cost of coverage are in accordance with the Grantee’s policy and sound business practice.

  • Waiver and Indemnification Tenant waives all claims against Landlord, its Security Holders (defined in Section 17), Landlord’s managing agent(s), their (direct or indirect) owners, and the beneficiaries, trustees, officers, directors, employees and agents of each of the foregoing (including Landlord, the “Landlord Parties”) for (i) any damage to person or property (or resulting from the loss of use thereof), except to the extent such damage is caused by any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, or (ii) any failure to prevent or control any criminal or otherwise wrongful conduct by any third party or to apprehend any third party who has engaged in such conduct. Tenant shall indemnify, defend, protect, and hold the Landlord Parties harmless from any obligation, loss, claim, action, liability, penalty, damage, cost or expense (including reasonable attorneys’ and consultants’ fees and expenses) (each, a “Claim”) that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by Tenant, any party claiming by, through or under Tenant, their (direct or indirect) owners, or any of their respective beneficiaries, trustees, officers, directors, employees, agents, contractors, licensees or invitees (each, an “Act of Tenant”), except to the extent such Claim arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party. Landlord shall indemnify, defend, protect, and hold Tenant, its (direct or indirect) owners, and their respective beneficiaries, trustees, officers, directors, employees and agents (including Tenant, the “Tenant Parties”) harmless from any Claim that is imposed or asserted by any third party and arises from any negligence, willful misconduct or breach of this Lease of or by any Landlord Party, except to the extent such Claim arises from an Act of Tenant.

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”):

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