Supplier’s Indemnities Sample Clauses

Supplier’s Indemnities. The Supplier must indemnify the Purchaser against any Loss incurred by the Purchaser concerning a breach of warranty, representation or term of the Agreement.
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Supplier’s Indemnities. The Supplier must indemnify Penske against any Loss incurred by Xxxxxx concerning a breach of warranty, representation or term of the Agreement.
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Supplier’s Indemnities. (a) The Supplier indemnifies and holds each of the Indemnified Parties harmless on demand in respect of any Claim or Loss arising out of or suffered in connection with: (i) any breach of Law or XL Regulatory Obligation by the Supplier or its Personnel; (ii) any fraudulent act or omission of the Supplier or its Personnel, or any other person for whose acts or omissions the Supplier may be vicariously liable; (iii) any failure of the Supplier to comply with, or ensure that all Personnel (including subcontractors) engaged in respect of the supply of the Deliverables or Development Work comply with, all occupational health and safety and IT and data security legislation, regulations and codes of practice (including XL’s security, IT and data security and health and safety policies); (iv) any Claim for injury, death or damage to any real or personal property arising out of or in connection with the acts or omissions of the Supplier or its Personnel whilst carrying out their duties pursuant to this agreement; (v) any Claim by any Third Party arising out of a breach of this agreement by the Supplier; (vi) any Claim by any Third Party that: (A) the assignment or grant or exercise of any licence of any Intellectual Property Rights under this agreement; or (B) the supply or Use of the Deliverables; or (C) the supply, receipt or use of the Development Work, infringes the Intellectual Property Rights, Moral Rights or any other rights of any person (IPR Claim); and (vii) any breach of any obligation of confidence or privacy by the Supplier or its Personnel. (b) The Supplier will have no liability to indemnify XL in respect of any IPR Claim to the extent such claim is caused by: (i) a modification to the Deliverables by a Person other than the Supplier Group or with its express approval; or (ii) use of the Deliverables or the Development Work in breach of this agreement.
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Supplier’s Indemnities. Supplier shall indemnify, defend and hold harmless Elevance Health and its Affiliates, and their respective successors and assigns (and its and their respective officers, directors, employees, sublicensees, customers and agents) from and against any third party claims, based upon (i) any claim that any portion of the Supplier-Provided Materials and/or Services, as applicable, provided by Supplier to Elevance Health pursuant to this Agreement, infringes, misappropriates or violates any IP right of any person or entity; (ii) a breach of Supplier’s representations and warranties; (iii) the failure by Supplier to comply with applicable governmental laws or regulations; (iv) a breach of Supplier’s obligations with regard to PHI and NPFI including as set forth in Section 10 (Confidentiality) and Exhibit B (BAA) if attached to this Agreement, (v) a breach of Supplier’s obligations under Exhibits C (Commercial Item), D (Medicare), E (State Medicaid) and/or G (Qualified Health Plan) if attached to this Agreement, (vi) a breach of Supplier’s security or confidentiality obligations as set forth in Section 9 (Security), Exhibit A (RISC) if attached to this Agreement, Section 10 (Confidentiality) or elsewhere in this Agreement; (vii) any act, omission, gross negligence or willful misconduct on the part of Supplier, its personnel, subcontractors, and/or agents, resulting in personal injury, death, or damage to property; (viii) taxes paid by Elevance Health to Supplier (including any penalties and interest arising from any failure of Supplier to timely report and remit such tax); (ix) any claim of a Supplier subcontractor against Elevance Health related to Supplier Services under this Agreement; and (x) any act or conduct by a subcontractor based on a claim Certain confidential information contained in this document, marked by [**], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as private or confidential. falling within the foregoing categories (i) through (ix), inclusive. This indemnification by Supplier shall survive the termination of this Agreement.
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Supplier’s Indemnities. The Supplier indemnifies and holds each of the Indemnified Parties harmless on demand in respect of any Claim or Loss arising out of or suffered in connection with:
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Supplier’s Indemnities. Supplier hereby agrees to defend, indemnify and hold harmless Xxxxxxx, its Affiliates, Xxxxxxx Contractors and its and their partners, co-owners joint venturers, officers, directors, agents, employees and invitees (wherever Xxxxxxx is referred to in this Section 17, such reference shall include such other parties) from and against the following: 17.1.1 All liability, costs, expenses, damages, claims, suits and demands (hereinafter collectively referred to in Sections 17.1 and 17.2 as "Claims") (whether or not there be any basis in law or in fact for same) arising out of or related to injury to, illness or death of any person (including but not limited to bodily injury, illness, disease, death, and loss of services and wages) or loss of or damage to any property (collectively, "Losses"), occurring in connection with the performance or nonperformance of this Agreement, to the extent of Supplier's fault, liability without fault or negligence;
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Supplier’s Indemnities. (a) The Supplier indemnifies and holds each of the Indemnified Parties harmless on demand in respect of any Claim or Loss arising out of or suffered in connection with: (i) any breach of Law or XL Regulatory Obligation by the Supplier or its Personnel; (ii) any fraudulent act or omission of the Supplier or its Personnel, or any other person for whose acts or omissions the Supplier may be vicariously liable; (iii) any failure of the Supplier to comply with, or ensure that all Personnel (including subcontractors) engaged in respect of the supply of the System or Services comply with, all occupational health and safety and IT and data security legislation, regulations and codes of practice (including XL’s security, IT and data security and health and safety policies); (iv) any Claim for injury, death or damage to any real or personal property arising out of or in connection with the acts or omissions of the Supplier or its Personnel whilst carrying out their duties pursuant to this agreement; (v) any Loss or Claim arising out of or in connection with an act or omission of the Supplier, any member of the Supplier’s Group or its or their Personnel relating to its or their access to, or use of, the Sites; (vi) any Claim by any Third Party arising out of a breach of this agreement by the Supplier; (vii) any Claim by any Third Party that:
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Supplier’s Indemnities. The Supplier will indemnify, defend and hold harmless Xantrex (and its officers, directors, agents, employees, shareholders and affiliates) from and against any and all demands, claims, causes of action, suits, judgments, liabilities, losses, damages and other expenses (including attorneys’ fees) arising out of or relating to: (a) a claim that the Product violates or infringes any intellectual property rights of others; (b) breach of any other representation and warranty, or other obligation, under the Agreement; and (c) injuries to or death of any person or damage to any property caused by the Product except where the same arose solely from the gross negligence or wilful misconduct of Xantrex.
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Related to Supplier’s Indemnities

  • Seller’s Indemnification Obligations Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify and hold Purchaser, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) harmless from and against any and all claims, obligations, actions, liabilities, damages or expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreement.

  • Customer Indemnities All Manufacturer XXXX clauses referencing Customer Indemnities are hereby deemed to be deleted.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Buyer’s Indemnification Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

  • Liability of Seller; Indemnities The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. (a) The Seller shall indemnify, defend and hold harmless the Owner Trustee, the Issuer, the Trustee and the Trust Collateral Agent and their respective officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions or activities contemplated in this Agreement and any of the Basic Documents (except any income taxes arising out of fees paid to the Owner Trustee, the Trust Collateral Agent and the Trustee and except any taxes to which the Owner Trustee, the Trust Collateral Agent or the Trustee may otherwise be subject to, without regard to the transactions contemplated hereby), including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, federal or other income taxes arising out of distributions on the Notes) and costs and expenses in defending against the same. (b) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof and the Noteholders from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Notes. (c) The Seller shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, Trustee and the Trust Collateral Agent and the officers, directors, employees and agents thereof from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or incurred in connection with the acceptance or performance of the trusts and duties set forth herein and in the Basic Documents except to the extent that such cost, expense, loss, claim, damage or liability shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee, Trustee or the Trust Collateral Agent, respectively. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Trustee or the Trust Collateral Agent and the termination of this Agreement or the Indenture or the Trust Agreement, as applicable, and shall include reasonable fees and expenses of counsel and other expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

  • Seller’s Indemnity Seller hereby agrees to indemnify, defend and hold harmless Buyer, and its partners, members, officers, shareholders, directors, employees and agents (collectively, the "BUYER INDEMNIFIED PARTIES") from and against any and all losses, liabilities, fines and penalties and damages (including, without limitation, any damages or injury to persons, property or the environment as provided hereunder), or actions or claims in respect thereof (including, without limitation, amounts paid in settlement and reasonable cost of investigation, reasonable attorneys' fees and other legal expenses), resulting from third party claims (based upon the allegations set forth in such claims and whether or not ultimately successful) to which Buyer and/or the other Buyer Indemnified Parties may become subject or which Buyer and/or the other Buyer Indemnified Parties may suffer or incur, either directly or indirectly, insofar as such losses, liabilities or damages (or actions or claims in respect thereof) arise out of, are with respect to, or are based upon: (i) Seller's breach of any representation or warranty set forth in this Agreement; (ii) Seller's default in the performance of any of Seller's covenants set forth in this Agreement; (iii) Seller's failure to satisfy and discharge any and all obligations of Seller under the Ground Lease, the Loan Documents or any Contracts to which Seller is bound which obligations relate to any time period prior to the Closing; (iv) Seller's failure to fully satisfy and discharge any and all obligations of Seller regarding any current or former employees of Seller including, without limitation, any obligations of Seller for the payment of wages, salaries, benefits and other compensation; (v) Any obligations, liabilities or charges of Seller not expressly assumed by Buyer; or (vi) The operation and management of the Property (including any liabilities incurred with respect thereto) at any time on or prior to the Closing Date.

  • Liability and Indemnities Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. The Host Practice shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or any act or omission by the Host Practice or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.

  • Expenses; Indemnities (a) Each Lender agrees to reimburse Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor) promptly upon demand for such Lender’s Proportionate Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Obligor) that may be incurred by Administrative Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document. (b) Each Lender further agrees to indemnify Administrative Agent and each of its Related Persons (to the extent not reimbursed by any Obligor), from and against such Lender’s aggregate Proportionate Share of the liabilities (including Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred by or asserted against Administrative Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Administrative Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to Administrative Agent or any of its Related Persons to the extent such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Administrative Agent’s or such Related Person’s gross negligence or willful misconduct.

  • Lenders’ Indemnification Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the LC Issuer’s failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.19 or any action taken or omitted by such indemnitees hereunder.

  • Liabilities and Indemnities The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

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