Limitation of Liability Indemnification and Insurance. 15.01 Indemnification: The TP shall indemnify, save harmless and defend the Az ISA, including each of its directors, officers, employees, trustees, and agents, from and against any and all claims, demands, losses, liabilities, judgments and damages (including, without limitation, any consequential, incidental, direct, indirect, special, exemplary or punitive damages and economic costs) and related costs and expenses (including, without limitation, reasonable attorneys’ and experts’ fees, and disbursements) incurred by the Az ISA which arises out of the TP’s acts or omissions in the performance of this Agreement, except to the extent said damages were the direct result of the Az ISA’s intentional misconduct or gross negligence.
Limitation of Liability Indemnification and Insurance. 8.1 The School shall not be liable for any injury, death or property damage to the Contractor, its employees or agents or for any claim by any third party against the Contractor, its employees or agents, unless it was caused by the negligence or wilful act of an employee or agent of the School while acting within the scope of his or her employment or agency respectively.
Limitation of Liability Indemnification and Insurance. 15.1. The liability of either Party for damages, however caused, arising out of or related to a particular Agreement will not exceed the greater of (a) EUR 2,000,000 or (b) two times amount paid or to be paid under the Agreement to which the claim relates during a period twelve (12) months preceding the claim. 15.2. Neither Party shall be liable for indirect damages, which shall mean loss of revenue, loss of profits, and/or damage to reputation. 15.3. The limitation in articles 15.1 and 15.2 will not apply to any liability (a) arising out of fraud, gross negligence or willful misconduct, (b) arising out of infringement, misappropriation or violation of any Intellectual Property Rights of a Party, (c) arising out of any claim that is subject to any indemnification, (d) arising out of breach of articles 7, 10, 12, 13 or 14. 15.4. In addition to the indemnification in article 11, Supplier indemnifies Purchaser against any claim from a third party arising from or in connection with the Goods supplied or used and/or Services rendered by Supplier that is the direct or indirect consequence of (i) a breach of its contractual obligations under the Agreement or (ii) unlawful actions or negligence on the part of Supplier. 15.5. Supplier must hold and keep current a commercial general liability insurance with a reputable insurance firm (covering at least products liability, property damage and personal injury liability), with a minimum limit of EUR 5,000,000 for each occurrence regarding claims of bodily injury, including death, and any other damages that may arise from use of the Goods or Services or acts or omissions of Supplier under any Agreement. 16. Audit 16.1. Upon reasonable request of Purchaser, Purchaser may at any time itself and/or designate a reputable certified public accountant to, audit Supplier’s records (including electronic records), procedures and policies to verify that Supplier has complied with its obligations under this Agreement. Supplier shall at all times cooperate with Purchaser or such third party account in the execution of the audit. Supplier agrees to maintain all records, contracts and accounts related to the Goods and Services during the term of this Agreement. Supplier will reimburse Purchaser within forty-five (45) days after the audit is completed for any overpayments made by Purchaser plus interest. Supplier will be responsible for the cost of the audit if the audit reveals material deficiencies in compliance with its obligati...
Limitation of Liability Indemnification and Insurance. 39.1 Except as expressly set out in this Agreement or as otherwise agreed to in writing, none of the Province, Vancouver, Whistler, the COC or the CPC assume any responsibility for:
Limitation of Liability Indemnification and Insurance. 68 9.1 Limitation of Liability. 68 9.2 Indemnification by Pfizer. 68 9.3 Indemnification by Spark. 68 9.4 Procedure. 69 9.5 Insurance. 70 10. Miscellaneous. 70 10.1 Assignment. 70 10.2 Further Actions. 70 10.3 Force Majeure. 71 10.4 Notices. 71 10.5 Amendment. 72 10.6 Waiver. 72 10.7 Severability. 72 10.8 Export Control. 72 10.9 Dispute Resolution. 72 10.10 Governing Law. 73 10.11 Jurisdiction. 73 10.12 No Jury Trial. 73 10.13 Entire Agreement. 73 10.14 Independent Contractors. 73 10.15 Nonsolicitation. 74 10.16 No Third Party Rights or Obligations. 74 10.17 Headings. 74 10.18 Counterparts. 74 EXHIBITS AND SCHEDULES Exhibit A Product Development Plan Exhibit B Data Package Elements Exhibit C Technology Transfer Plan Exhibit D [**] Data Package Exhibit E Form of Press Release Schedule 5.3.1(a) Spark Patent Prosecution and Maintenance Regions Schedule 7.2.3 Spark Patent Rights Schedule 7.2.11 Disclosed Third Party Agreements LICENSE AGREEMENT This License Agreement (the “Agreement”) is entered into and made effective as of December 6, 2014 (the “Effective Date”), by and between Pfizer Inc., a corporation organized and existing under the laws of the State of Delaware with offices at 235 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“Pfizer”) and Spark Therapeutics, Inc. a corporation organized and existing under the laws of the State of Delaware with offices at 3730 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (“Spark”). Pfizer and Spark are referred to herein individually as a “Party” and collectively as the “Parties”.
Limitation of Liability Indemnification and Insurance. 17.1 The Supplier shall be liable for any loss or damage caused by it. The Supplier is generally not released from its liability by virtue of any insurance taken out by Supplier or by the Purchaser.
Limitation of Liability Indemnification and Insurance. 15.1. The liability of either Party for damages, however caused, arising out of or related to a particular Agreement will not exceed the greater of (a) EUR 2,000,000 or (b) two times amount paid or to be paid under the Agreement to which the claim relates during a period twelve (12) months preceding the claim. 15.2. Neither Party shall be liable for indirect damages, which shall mean loss of revenue, loss of profits, and/or damage to reputation. 15.3. The limitation in articles 15.1 and 15.2 will not apply to any liability (a) arising out of fraud, gross negligence or willful misconduct, (b) arising out of infringement, misappropriation or violation of any Intellectual Property Rights of a Party, (c) arising out of any claim that is subject to any indemnification, (d) arising out of breach of articles 7, 10, 12, 13 or 14. 15.4. In addition to the indemnification in article 11, Supplier indemnifies Purchaser against any claim from a third party arising from or in connection with the Goods supplied or used and/or Services rendered by Supplier that is the direct or indirect consequence of (i) a breach of its contractual obligations under the Agreement or (ii) unlawful actions or negligence on the part of Supplier. 15.5. Supplier must hold and keep current a commercial general liability insurance with a reputable insurance firm (covering at least products liability, property damage and personal injury liability), with a minimum limit of EUR 5,000,000 for each occurrence entregará ao Comprador uma declaração de origem relativa aos Produtos que seja suficiente para atender os requerimentos (i) das autoridades aduaneiras do país de destino, e (ii) de quaisquer regulamentações aplicáveis ao licenciamento de exportação. Em especial, a declaração deve mencionar explicitamente se os Produtos ou parte dos mesmos foram produzidos nos Estados Unidos da América ou se se originaram nos Estados Unidos da América. Produtos de duplo uso ou Produtos classificados de outra forma fornecidos pelo Fornecedor devem ser identificados de forma xxxxx xxxx seu respectivo código de classificação. 13.2. No que tange a Produtos que podem estar sujeitos à aplicação de Acordos Regionais ou de Livre Comércio, Sistemas Gerais de Preferência ou de outros acordos preferenciais, será de responsabilidade do Fornecedor entregar os produtos acompanhados das provas documentais apropriadas (por exemplo, declaração do Fornecedor, certificado de origem preferencial/declaração de fatura) que confi...
Limitation of Liability Indemnification and Insurance. 20.1. Except as expressly set out in this agreement or as otherwise agreed to in writing, the XXXX Council does not assume any responsibility for: any aspect of the organization, planning management, staging or financing of the Games; or any deficit of the XXXX Host Society;
Limitation of Liability Indemnification and Insurance. 8.1 The Institution shall not be liable for any injury, death or property damage to the Contractor, its employees or agents or for any claim by any third party against the Contractor, its employees or agents, unless it was caused by the negligence or wilful act of an employee or agent of the Institution while acting within the scope of his or her employment or agency respectively.
Limitation of Liability Indemnification and Insurance. To the maximum extent provided by law, in no event shall either party be responsible for any special, indirect, consequential, exemplary damages of any kind, including loss profits and/or indirect economic damages whatsoever, and regardless of whether such damage arise from claims based upon contract, negligence, tort or otherwise. Pacific Clinics and the District shall mutually agree to defend, hold harmless, and indemnify the other and their Governing Board, officers, agents, and employees from any and all liabilities including, but not limited to any claims for damages from death, sickness, or other personal injury or injury to property, including without limitation all consequential damages, for any cause whatsoever arising from or connected with its service hereunder in the normal course of business, whether or not resulting from the negligence of their agents, or employees. Pacific Clinic shall procure and shall maintain during the life of this MOU Worker's Compensation Insurance on all of his employees to be engaged in work on the project and in the case of any such work sublet, the Pacific Clinic shall require the sub-provider similarly to provide Worker's Compensation Insurance for all of the latter's employees. Pacific Clinic shall procure and shall maintain during the life of his MOU, public liability insurance in an amount not less than $1,000,000 for injuries, including accidental death to any one person, and subject to the same limit for each person, in an amount not less than $1,000,000 on account of one accident, and property damage insurance in an amount not less than $1,000,000. Any sub- provider employed in connection with the work shall maintain such insurance unless Pacific Clinic's insurance covers the sub-provider and its employees.
