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.
2. Nothing in this section shall limit the right of the University to indemnification from liability, it being understood and agreed that the Student shall indemnify, hold harmless and defend the University from any and all loss, cost, liability, damage and expense, including attorney's fees, arising out of or related to the maintenance, use or occupancy of the Housing Assignment by the Student and his or her guest(s) or invitee(s).
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. 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.
12.2 When the Service Manager becomes aware of a failure by a party who has received Funding to observe or perform a material condition relevant to the receipt of Funding, the Service Manager shall notify the Minister. The Minister and the Service Manager shall each appoint one person to an ad hoc committee for the purpose of assembling information relating to the failure and determining a course of action for rectifying the failure. Terms of reference for the ad hoc committee shall be developed and agreed to by the Minister and the Service Manager.
12.3 Where applicable, in determining what course of action may be undertaken to remedy the failure, the Parties shall use its best efforts to work together co- operatively with a view to maintaining, to the greatest extent possible in the circumstances, the affordability of the rents for the Project, as determined by the Contribution Agreement. The Parties acknowledge that the interests of the tenants shall be considered in determining what course of action may be most suitable to remedy the failure.
12.4 The obligation to indemnify or the distribution of a recovery of Funding as a result of a failure will require the Service Manager and/or the party in receipt of Funding to exhaust all reasonable opportunities to seek recovery, which efforts shall include, but shall not be limited to, resorting to legal action to defend third party claims, seeking indemnification from insurance policies, if any, that may afford coverage for a particular loss and/or recovering Funding from bonding companies or other third parties who, at law, may be responsible for the losses as a result of a failure.
12.5 Where there is a direct relationship between the Minister and a party in receipt of Funding, the party in receipt of Funding shall indemnify the Minister for all Funding paid in the event of a claim against the Minister. Indemnification of the Minister will be required throughout the Affordability Period.
12.6 In situations of non-compliance due to misuse or negligence, the party in receipt of Funding shall repay the Minister all Funding. If a project ceases to operate as a 2016 SIF Project, the Proponent shall repay the Minister all Funding, subject to the discretion of the Minister to reduc...
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.
2. Nothing in this section shall limit the right of KCC to indemnification from liability, it being understood and agreed that the Student shall indemnify, hold harmless and defend KCC from any and all loss, cost, liability, damage and expense, arising out of or related to the maintenance, use or occupancy of the Housing Assignment by the Student and his/her guest(s) or invitee(s).
Remedies and Indemnification. If PCi provides an errant Determination hereof, Client shall have the following remedies:
a. To the extent Client suffers any penalty or direct fee, expense, liability or damage that is the result of PCi’ negligence in the performance of its obligations under this Agreement, PCi shall indemnify and hold Client harmless against any such penalty, fee, expense, or damage.
b. If PCi has incorrectly issued a certification on a property stating that the insurable structure is not located with a Special Flood Hazard Area, but was in fact discovered to be located within a SFHA per the Flood Map effective as of the date of the certification, PCi shall compensate client for the cost of any uninsured flood loss suffered by Client or Client’s borrower that would have been paid by an NFIP policy, less any premiums that would have been paid if an NFIP policy had been in effect.
c. If PCi has incorrectly issued a certification on a property stating that the insurable structure is located within a Special Flood Hazard Area, but was, in fact, discovered to be not within a SFHA per the Flood Map effective as of the date of the certification, PCi shall reimburse Client or Client’s borrower for any excessive flood insurance premiums theretofore paid during the life of the loan.
Remedies and Indemnification. The Recipient understands and agrees that the Confidential Information is information of a confidential nature of the Discloser, is consistently treated as such by the Discloser and that the public release of this information may cause irreparable damage to the Discloser. The Confidential Information is being disclosed by the Discloser in specific reliance on the commitments and representations of the Recipient in this Agreement. It is accordingly agreed that the Discloser shall be entitled to equitable relief, including injunctive relief to prevent breaches of this Agreement by the Recipient and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Discloser may be entitled at law or in equity. The Recipient shall indemnify and hold harmless the Discloser against all claims, liabilities, damages, costs and expenses arising out of or related to contravention by the Recipient of any terms of this Agreement.
Remedies and Indemnification. 37 11.1 Remedies .................................................. 37 11.2
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.
