Remedies and Indemnification. In the event of a material error by Core Lab in the performance of the Services which renders the Results invalid, Institution's sole obligation to Customer shall be for Core Lab, at Customer’s option and subject to availability of Test Materials, to either (a) repeat the Study at Institution's own cost, or (b) refund to Customer the contract price paid. IN NO EVENT WILL EITHER PARTY BE ENTITLED TO, NOR SHALL EITHER PARTY BE RESPONSIBLE FOR, ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGE ARISING IN CONNECTION WITH INSTITUTION’S DEFAULT OR BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. Subject to the limits or prohibitions of, and without waiving any immunities provided under applicable law, Customer shall indemnify, defend, and hold Institution and its respective trustees, officers, employees, agents, representatives, and their successors and assigns (“Indemnitees”) harmless from any and all liability, claims, damages, or loss (including reasonable attorneys fees) resulting from judgments or claims against them arising out of the activities to be carried out pursuant to this Agreement including but not limited to (i) any claim of infringement against Institution as a result of its use of the Test Materials pursuant to this Agreement, or (ii) the inherent instability or the undisclosed hazardous nature of the Test Materials, or (iii) acts or omissions of Customer, or its directors, officers, agents, representatives, or employees related to the activities to be performed pursuant to this Agreement, except to the extent that any such liability, claim, damages, or loss arises out of the negligence or willful misconduct by Core Lab, Institution, its agents or employees. This Article 8 shall survive termination of the Agreement.
Remedies and Indemnification. From and after the Closing Date, to the fullest extent permitted by law, the Company (the “Indemnitor”) shall hold harmless, indemnify and defend each Holder, its Affiliates and each of its and their respective directors, officers, partners, members, managers, stockholders, employees and agents (collectively, the “Indemnified Parties”) from and against, and shall pay to the Indemnified Parties the amount of, any and all liabilities, costs, expenses, liabilities, losses, damages and penalties which may be incurred by, imposed on, or asserted against, any Indemnified Party in connection with or arising or resulting from any breach of any representation, warranty, covenant or agreement of the Company or DSHC set forth in this Agreement or in any certificate delivered pursuant to Section 5.1(g) (the “Indemnified Liabilities”). Each Indemnified Party shall give the Indemnitor prompt written notice of any claim asserted in writing against such Indemnified Party that would reasonably be expected to give rise to Indemnified Liabilities setting forth a description of the nature and basis of such claim of which such Indemnified Party has knowledge; provided, however, that any delay or failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is materially prejudiced by such delay or failure. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided, however, that the Indemnitor will not settle any such claim without (i) the appropriate Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld or delayed, or (ii) obtaining an unconditional release of the appropriate Indemnified Party from all claims arising out of the claim with no admission of wrongdoing by the appropriate Indemnified Party). Notwithstanding the foregoing, the Indemnitor shall not be entitled to control the defense of any claim in the event that based upon the advice of counsel for the Indemnified Party, there are one or more material defenses available to the Indemnified Party which are not available to the Indemnitor; provided, however, that with respect to any claim as to which the Indemnified Party is controlling the defense, the Indemnitor will not be liable to any Indemnified Party for any settlement of any claim ...
Remedies and Indemnification. 1. The University may elect by written notice to the Student to terminate this Contract at any time after the occurrence of one of the events listed in the TERMINATION section and in such event the University may, at its option, declare this Contract and the Student's right to the Housing Assignment terminated and recover such damages and other relief as is provided by law.
Remedies and Indemnification. 1. KCC may elect by written notice to the Student to terminate this Agreement at any time after the occurrence of one of the events listed in the Termination section and in such event KCC may, at its option, declare this Agreement and the Student’s right to the Housing Assignment terminated and recover such damages and other relief as outlined in this agreement.
Remedies and Indemnification. 12.1 The Service Manager shall indemnify the Minister for all costs, damages, expenses, injury and liability whatsoever which the Minister may suffer as a result of claims of any sort arising out of the implementation of this Agreement.
Remedies and Indemnification. Service Provider shall, upon Company’s request and at Service Provider’s own expense, promptly re- perform any Services and correct any Deliverables that do not comply with the warranties set forth in this Agreement. Service Provider shall indemnify, defend, and hold harmless Company from and against any and all damages and liabilities arising from or relating to any claim that the Services and/or Deliverables infringe any patent, copyright, trademark or other proprietary right, or misappropriate any trade secret, of any third party.
Remedies and Indemnification. 11.1 Should any Goods provided by Supplier fail to meet any requirement of these Terms and/or conditions of the Order, Buyer shall notify Supplier and Supplier shall reimburse Buyer for any incidental, direct, consequential and indirect damages caused by the nonconforming Goods, including costs, expenses and losses incurred by Buyer relating thereto, including those occasioned by or arising out of any action to issue a service campaign or recall any vehicle, Goods, or any product into which Goods have been incorporated. If requested by Xxxxx, Supplier shall, at Supplier’s sole expense, administer and process warranty charge-backs for nonconforming Goods in accordance with Buyer’s directions.
Remedies and Indemnification. Prospect agrees to be responsible for any breach of this Agreement by itself and/or its Representatives. Prospect acknowledges that by reason of conducting the Study and having access to the Information, Prospect has access to information that is not generally known and that the Companies have only given to the Broker in strictest confidence. As a result of the unique and sensitive nature of the Information, Prospect acknowledges and agrees that Broker and the Companies will suffer irreparable harm if Prospect fails to comply with any of the obligations under this Agreement and that monetary damages will be inadequate to compensate Broker for any breach. Accordingly, Prospect agrees that Broker, and each of the Companies, shall be entitled, in addition to any other remedies available to Broker and/or the Companies at law or in equity, to injunctive relief to enforce the terms of this Agreement. Prospect agrees to indemnify the Broker and the Companies and hold them harmless from any loss, charge, or expenses (including actual attorneys’ fees) which the Broker and/or the Companies sustain as a result of any breach of this Agreement.
Remedies and Indemnification. Prospective Buyer agrees (a) that money damages would not be a sufficient remedy for any breach or threatened breach of this Agreement by Prospective Buyer or any Disclosure Parties and (b) that, in addition to all other remedies, Owner shall be entitled to specific performance, and injunctive or other equitable relief, as a remedy for any such breach or threatened breach. The prevailing party in any action or other judicial proceeding arising out of or relating to this Agreement shall be entitled to recover from the non-prevailing party such sums as the court therein may determine to be reasonable attorney’s fees, costs and expenses. Prospective Buyer will indemnify, defend and hold harmless Owner and Owner’s employees and agents from and against any and all claims, losses, damages and liabilities, and all reasonable costs and expenses (including, without limitation, attorneys’ fees), suffered of incurred in connection with any material breach by Prospective Buyer or any Disclosure Party of the provisions of this Agreement.
Remedies and Indemnification. The parties acknowledge that a breach of this Agreement by one party could cause damage to the other party which is irreparable and immeasurable in terms of monetary value. For this reason, the parties agree that this Agreement may be specifically enforced, and they consent to the entry of such restraining orders and injunctions as maybe necessary to prevent a breach of this Agreement and to carry out its terms. This remedy shall not be exclusive, and either party may have such other and further relief as may be permitted by law.
