Special Claims. Lessee agrees to defend, at its own cost, and to protect, indemnify, and otherwise hold harmless, the City, including its officers, agents, elected officials, contractors, and employees (including but not restricted to the posting of bond and release of attachment) from and against any and all claims in any way arising out of or in connection with the construction, repair, or maintenance work undertaken hereunder by, through or on behalf of Lessee, including but not restricted to attachments, liens or levies, and whether or not the claim is asserted by any party other than Lessee against the City, including its officers, agents, and employees or the Premises or improvements thereon or part thereof, or monies owing to the City.
Special Claims. “Special Claims” means (i) any breach by Ironclad of Section 2(e) (Customer Data), Section 2(f) (Information Security), or Section 5 (Confidentiality) resulting in unauthorized disclosure and misuse of Customer Data; or (ii) any amounts payable to third parties pursuant to Ironclad’s Data Indemnity obligations under Section 8(a)(ii). For any and all Special Claims, Ironclad’s aggregate liability shall be subject to an enhanced liability cap not to exceed ten times (10x) the amount paid by Customer to Ironclad during the twelve months prior to the event giving rise to liability (the “Enhanced Liability Cap”).
Special Claims. Medical Malpractice Claims Prior to initiating any arbitration proceedings alleging medical malpractice, Member Parties shall first submit the claim to a Medical Inquiry and Conciliation Panel pursuant to Chapter 671, Hawaii Revised Statutes, Sections 11-19. Following the rendering of an advisory decision by the Medical Inquiry and Conciliation Panel, if the claim has not been withdrawn or settled, Member Parties shall serve a demand for arbitration on Xxxxxx Permanente Parties as specified in the “Initiating arbitration” section.
Special Claims. FOR ANY AND ALL SPECIAL CLAIMS (AS DEFINED BELOW), TESSIAN’S AGGREGATE AND TOTAL LIABILITY WILL BE SUBJECT TO AN ENHANCED LIABILITY CAP NOT TO EXCEED IN THE AGGREGATE $1,000,000 (ONE MILLION DOLLARS). “SPECIAL CLAIMS” MEANS: (I) ANY BREACH BY TESSIAN OF SECTION 2 AND/OR 6 RESULTING IN UNAUTHORIZED DISCLOSURE OR MISUSE OF CUSTOMER DATA; (II) ANY AMOUNTS PAYABLE TO THIRD PARTIES OR CUSTOMER PURSUANT TO TESSIAN’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.
Special Claims. For Special Claims, Atlassian’s aggregate liability under this Agreement will be the lesser of: (a) two times (2x) the amounts paid to Atlassian for the Products, Support and Advisory Services giving rise to the Special Claim during the twelve (12) months preceding the first event out of which the Special Claim arose, and (b) US$5,000,000. “Special Claims” means any unauthorized disclosure of Customer Data or Customer Materials caused by a breach by Atlassian of its obligations in Section 4.2 (Security Program).
Special Claims. Lessee agrees to defend, at its own cost, and to protect, indemnify,
Special Claims. Notwithstanding the above, an indemnifying party shall not be entitled to assume or continue the defense of a Proceeding if: (a) the claim involves Taxes or an Environmental Liability; (b) the indemnifying party is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate; (c) the indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding; or (d) an Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement. In any such case, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent, which consent may not be unreasonably withheld, conditioned, or delayed.
Special Claims. ABNORMAL’S (AND ITS SUPPLIERS’) LIABILITY ARISING OUT OF OR RELATED TO SPECIAL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THREE TIMES (3X) THE AMOUNTS ACTUALLY PAID BY PARTNER TO ABNORMAL DURING THE PRIOR 12 MONTHS IMMEDIATELY PRECEDING THE INCIDENT CREATING LIABILITY. “Special Claims” means amounts payable to third parties for Partner Claims under Section 9.2 (Abnormal Indemnification).
Special Claims. From and after the Closing Date, without any -------------- limitation of time other than the applicable statute of limitations governing the right to assert any such claims, Seller shall indemnify and hold Purchaser harmless from and against any and all claims, losses, damages or liabilities, including Defense Costs arising out of:
(a) Any governmental assertion that Purchaser is liable for any unpaid taxes owed by Seller; or
(b) any person's assertion that (i) Purchaser is liable for any fraudulent transfer by Seller or (ii) Purchaser does not have good title to the Assets purchased, or (iii) Purchaser is otherwise responsible for any unpaid debts of Seller under New York's Bulk Sales Act or Debtor and Creditor Laws.
Special Claims. Licensor shall indemnify the AbbVie Indemnitees, and defend and save each of them harmless, from and against, and compensate and reimburse each of them for, any and all Losses incurred or sustained by or rendered against the AbbVie Indemnitees arising from or occurring as a result of any challenge, claim or assertion by any Third Party of any right, title or interest in, or with respect to the ownership or inventorship of, [****].
