THIRD PARTY INDEMNIFICATION definition

THIRD PARTY INDEMNIFICATION. The member will indemnify, save and hold harmless Splat Space, its members, officers, board members, or agents from any and all losses, claims, actions, or proceedings of every kind and character which may be presented or initiated by any other persons or organizations and which arise directly or indirectly from the actions of the member while engaged in the activities contemplated by this agreement.
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THIRD PARTY INDEMNIFICATION if any person not a party to this Agreement makes any claim or files any lawsuit against LCA relating to LCA duties under this Agreement; Member agrees to indemnify, defend and hold LCA harmless from any such claims and lawsuits, including the payment of all damages, expenses, costs and attorneys’ fees, whether such claims be based upon alleged intentional conduct, active or passive negligence, or strict or product liability by LCA, its agents, or employees. LCA is not an Insurer, Limitations of Liability: Member understands and agrees that LCA is not an insurer. Insurance, if any, must be obtained by Member. LCA makes no guaranty or warranty, including any implied warranty or merchantability or fitness for a particular use that the Monitoring Services supplied will in all cases avert or prevent occurrences or the consequences there of from which the Monitoring Service is designed to detect or avert. Member acknowledges that it is impractical and extremely difficult to fix the actual damages that may directly or proximately result from a failure to perform the obligations or services herein, including, but not limited to LCA’s monitoring and Patrol service, or the failure of the Member’s alarm system and/or transmission methods to properly operate, with resulting loss to Member because, without limitation: (a) The uncertain amount or value of Member’s property or the property of others kept on the premises which may be lost, stolen, destroyed, damaged or otherwise affected by occurrences which the Monitoring Service is designed to detect or avert; (b) The uncertainty of the response time of any police department, fire department, paramedic unit, patrol service or others, should these parties be dispatched because of a signal being received; (c) The inability to ascertain what portion of any loss, would be proximately caused by LCA’s failure to perform or by its equipment to operate; or (d) The uncertain nature of occurrences which might cause injury or death to Member or any other person which the Monitoring Service is designed to detect or avert. Member understands and agrees that if LCA should be found liable for loss or damage because of the failure of the System to properly perform or the failure of LCA to perform any of its obligations or to provide the Services subscribed for herein, including, but not limited to monitoring, Patrol service, or the failure of any service, equipment or utility vendor of LCA in any respect whatsoever, LCA’s liability ma...
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THIRD PARTY INDEMNIFICATION. The Property Inspection Report is not intended for use by anyone other than the Client. No third party shall have any right arising from this Contract or the Property Inspection Report. In consideration for the furnishing of the Property Inspection Report, the Client agrees to indemnify and hold harmless the Inspection Company, its agents, employees, inspectors, directors, officers, shareholders, successors and assigns, for all costs, expenses, legal fees, awards, settlements, judgements, and any other payments of any kind whatsoever incurred and arising out of a law suit, cross-complaint, countersuit, arbitration, administrative proceeding, or any other legal proceeding brought by any third party who claims that he/she relied on representations made in such Property Inspection Report and was damaged thereby. Client’s request that the Inspection Company release copies of the Property Inspection Report shall be at Client’s risk with respect to the contents of this paragraph.
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Examples of THIRD PARTY INDEMNIFICATION in a sentence

  • EXCEPT FOR VIOLATIONS OF SECTION 8.6 AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 9.1 AND SECTION 9.2 WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS, IN NO EVENT WILL EITHER PARTY, OR ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, CONTRACT OR OTHERWISE.

  • NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES ANY CLAIMS AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFIT, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS.

  • Together with our VetSchool colleagues we achieved a 2nd place ranking for UoA6 (Agriculture, Veterinary and Food Science) in the 2014 REF.

  • EXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 6.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

  • EXCEPT FOR THE THIRD PARTY INDEMNIFICATION OBLIGATIONS IN SECTION 10 AND THE CONFIDENTIALITY OBLIGATIONS IN SECTION 9, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING LOST PROFITS, LOSS OF GOODWILL, AND BUSINESS INTERRUPTION) ARISING FROM OR RELATING TO THIS AGREEMENT.

  • EXACTO’S TOTAL LIABILITY FOR ANY AND ALL CAUSES OF ACTION ASSOCIATED WITH THE ORDER OR PRODUCTS, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY INDEMNIFICATION CLAIMS, IS EXPRESSLY LIMITED TO $75,000 USD IN THE AGGREGATE.

  • EXCEPT FOR BREACH OF OBLIGATIONS UNDER SECTION 5 OR SECTION 8 AND EXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 7.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

  • EXCEPT FOR A PARTY’S BREACH OF SECTION 6 (CONFIDENTIALITY), OR FOR A PARTY’S OBLIGATIONS PURSUANT TO SECTION 9 (THIRD PARTY INDEMNIFICATION), OR FOR A PARTY’S WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE WILL NOT EXCEED AMOUNTS PAID BY LINKEDIN TO PDN IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

  • EXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 8.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

  • NOTHING IN THIS SECTION 13.4 IS INTENDED TO LIMIT OR RESTRICT THE RIGHTS OR OBLIGATIONS OF EITHER PARTY WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER ARTICLE 9.


More Definitions of THIRD PARTY INDEMNIFICATION

THIRD PARTY INDEMNIFICATION. The member will indemnify, save and hold harmless FCW, its members, officers, board members, or agents from any and all losses, claims, actions, or proceedings of every kind and character which may
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THIRD PARTY INDEMNIFICATION. The Property Inspection Report is not intended for use by anyone other than the Client. No third party shall have any right arising from this Contract or the Property Inspection Report. In consideration for the furnishing of the Property Inspection Report, the Client agrees to indemnify and hold harmless the Inspection Company, its agents, employees, inspectors, directors, officers, shareholders, successors and assigns, for all costs, expenses, legal fees, awards, settlements, judgments, and any other payments of any kind whatsoever incurred and arising out of a law suit, cross-complaint, countersuit, arbitration, administrative proceeding, or any other legal proceeding brought by any third party who claims that he/she relied on representations made in such Property Inspection Report and was damaged thereby.
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THIRD PARTY INDEMNIFICATION. When Customer in the ordinary course has the property of others in his custody, or the System extends to protect the property of others, Customer agrees to and shall indemnify, defend, and hold harmless Company and its contractors, and their employees and agents, from and against all claims brought by parties other than the parties to this Agreement. This provision shall apply to all claims, demands, or lawsuits, regardless of cause including Companys or its contractors negligence, of a failure of the monitoring equipment or service, whether these claims be based upon negligence, express or implied warranty, contribution, indemnification, or strict or product liability on the part of Company or its contractor, or their employees or agents. 20.
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Related to THIRD PARTY INDEMNIFICATION

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Company Indemnified Persons has the meaning set forth in Section 5(a).

  • Company Indemnified Person means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Fund Indemnified Persons means, the Fund and its affiliates and trustees, officers, partners, employees, agents, representatives and control persons, entitled to indemnification by the Holders under Section 7.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Fiduciary Indemnified Person means each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • Indemnified Parties shall have the meaning assigned to such term in Section 7.2.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Company Indemnitee has the meaning set forth in Section 7.2(b).