Limited Liability Indemnification. 5.1 iVoice shall not be liable to the Company for any loss, claim, expense or damage, including indirect, special, consequential or exemplary damages, for any act or omission performed or omitted by it hereunder so long as its act or omission does not constitute fraud, bad faith or gross negligence. iVoice shall not be liable to the Company for the consequences of any failure or delay in performing any Services if the failure shall be caused by labor disputes, strikes or other events or circumstances beyond its control and it shall have provided prompt notice to the Company of its inability to perform Services and the reason therefor. 5.2 In any action, suit or proceeding (other than an action by or in the right of the Company) to which iVoice or any agent or employee of iVoice performing Services hereunder (an "Indemnitee") was or is a party by reason of his or its performance or non-performance of Services, the Company shall indemnify the Indemnitee and hold the Indemnitee harmless from and against expenses, judgments, fines and amounts paid (with the consent of the Company) in settlement actually and reasonably incurred by the Indemnity in connection therewith if the Indemnity acted in good faith and provided that the Indemnitee's conduct does not constitute negligence or misconduct.
Appears in 8 contracts
Samples: Administrative Services Agreement (SpeechSwitch, Inc.), Administrative Services Agreement (Ivoice Com Inc /De), Administrative Services Agreement (Trey Industries Inc)
Limited Liability Indemnification. 5.1 iVoice shall not be liable to the Company for any loss, claim, expense or damage, including indirect, special, consequential or exemplary damages, for any act or omission performed or omitted by it hereunder so long as its act or omission does not constitute fraud, bad faith or gross negligence. iVoice shall not be liable to the Company for the consequences of any failure or delay in performing any Services if the failure shall be caused by labor disputes, strikes or other events or circumstances beyond its control and it shall have provided prompt notice to the Company of its inability to perform Services and the reason therefor.
5.2 In any action, suit or proceeding (other than an action by or in the right of the Company) to which iVoice or any agent or employee of iVoice performing Services hereunder (an "Indemnitee") was or is a party by reason of his or its performance or non-performance of Services, the Company shall indemnify the Indemnitee and hold the Indemnitee harmless from and against expenses, judgments, fines and amounts paid (with the consent of the Company) in settlement actually and reasonably incurred by the Indemnity Indemnitee in connection therewith if the Indemnity Indemnitee acted in good faith and provided that the Indemnitee's conduct does not constitute negligence or misconduct.
Appears in 5 contracts
Samples: Administrative Services Agreement (Thomas Pharmaceuticals, Ltd.), Administrative Services Agreement (Ivoice, Inc /De), Administrative Services Agreement (Thomas Pharmaceuticals, Ltd.)
Limited Liability Indemnification. 5.1 iVoice B Green shall not be liable to the Company for any loss, claim, expense or damage, including indirect, special, consequential or exemplary damages, for any act or omission performed or omitted by it hereunder so long as its act or omission does not constitute fraud, bad faith or gross negligence. iVoice B Green shall not be liable to the Company for the consequences of any failure or delay in performing any Services if the failure shall be caused by labor disputes, strikes or other events or circumstances beyond its control and it shall have provided prompt notice to the Company of its inability to perform Services and the reason therefor.
5.2 In any action, suit or proceeding (other than an action by or in the right of the Company) to which iVoice B Green or any agent or employee of iVoice B Green performing Services hereunder (an "“Indemnitee"”) was or is a party by reason of his or its performance or non-performance of Services, the Company shall indemnify the Indemnitee and hold the Indemnitee harmless from and against expenses, judgments, fines and amounts paid (with the consent of the Company) in settlement actually and reasonably incurred by the Indemnity Indemnitee in connection therewith if the Indemnity Indemnitee acted in good faith and provided that the Indemnitee's ’s conduct does not constitute negligence or misconduct.
Appears in 3 contracts
Samples: Merger Agreement (Ivoice, Inc /Nj), Administrative Services Agreement (B Green Innovations, Inc.), Administrative Services Agreement (Ivoice, Inc /Nj)
Limited Liability Indemnification. 5.1 iVoice GlynnTech shall not be liable to the Company for any loss, claim, expense or damage, including indirect, special, consequential or exemplary damages, for any act or omission performed or omitted by it hereunder so long as its act or omission does not constitute fraud, bad faith or gross negligence. iVoice GlynnTech shall not be liable to the Company for the consequences of any failure or delay in performing any Services if the failure shall be caused by labor disputes, strikes or other events or circumstances beyond its control and it shall have provided prompt notice to the Company of its inability to perform Services and the reason therefor.
5.2 In any action, suit or proceeding (other than an action by or in the right of the Company) to which iVoice GlynnTech or any agent or employee of iVoice GlynnTech performing Services hereunder (an "Indemnitee") was or is a party by reason of his or its performance or non-performance of Services, the Company shall indemnify the Indemnitee and hold the Indemnitee harmless from and against expenses, judgments, fines and amounts paid (with the consent of the Company) in settlement actually and reasonably incurred by the Indemnity Indemnitee in connection therewith if the Indemnity Indemnitee acted in good faith and provided that the Indemnitee's conduct does not constitute negligence or misconduct.
Appears in 2 contracts
Samples: Administrative Services Agreement (Kenergy Scientific, Inc.), Administrative Services Agreement (SpeechSwitch, Inc.)
Limited Liability Indemnification. 5.1 iVoice Patient Infosystems shall not be liable to the Company for any loss, claim, expense or damage, including indirect, special, consequential or exemplary damages, for any act or omission performed or omitted by it hereunder so long as its act or omission does not constitute fraud, bad faith or gross negligence. iVoice Patient Infosystems shall not be liable to the Company for the consequences of any failure or delay in performing any Services if the failure shall be caused by labor disputes, strikes or other events or circumstances beyond its control and it shall have provided prompt notice to the Company of its inability to perform Services and the reason therefor.
5.2 In any action, suit or proceeding (other than an action by or in the right of the Company) to which iVoice Patient Infosystems or any agent or employee of iVoice Patient Infosystems performing Services hereunder (an "Indemnitee") was or is a party by reason of his or its performance or non-performance of Services, the Company shall indemnify the Indemnitee and hold the Indemnitee harmless from and against expenses, judgments, fines and amounts paid (with the consent of the Company) in settlement actually and reasonably incurred by the Indemnity Indemnitee in connection therewith if the Indemnity Indemnitee acted in good faith and provided that the Indemnitee's conduct does not constitute negligence or misconduct.
Appears in 1 contract
Samples: Transitional Services Agreement (American Caresource Holdings, Inc.)