Confidentiality and indemnification Sample Clauses

Confidentiality and indemnification. 7.1 The Licensee undertakes that it shall keep (and it shall procure that its respective directors and employees keep) secret and confidential all know-how relating to the Licensed Technologies and any information (whether or not technical) of a confidential nature to the Licensor communicated to it by the Licensor, either preparatory to, or as a result of, this agreement, and shall not disclose the same or any part of the same to any person other than its directors or employees directly or indirectly concerned in the development of projects, provided that, before any such disclosure takes place, the Licensee shall procure that each of the directors and employees concerned shall execute a confidentiality undertaking with the Licensor in a form approved by the Licensor, such approval not to be unreasonably withheld.
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Confidentiality and indemnification. Buyer covenants and agrees that: (i) all information provided to it by Seller in connection with the Property or resulting from Buyer's inspections of the Property and review of relevant materials will be held in strict confidence by it and its agents and employees, (ii) Buyer will return all such information to Seller in the event the transaction contemplated by this Agreement is not consummated for any reason, and (iii) Buyer will not rely thereon, but will instead conduct Buyer's own due diligence inquiry with respect to the Property. Buyer further agrees to indemnify and hold Seller harmless from and against any and all claims or damages, including attorneys' fees, resulting from Buyer's breach of the covenant contained herein and/or from its or its agents' or employees' entrance onto the Property. The indemnification contained herein shall, without limitation, survive the termination of this Agreement.
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Confidentiality and indemnification. HCCC and GEHA each shall maintain the confidentiality of Covered Person Medical Information in accordance with all applicable laws and regulations. Each party shall indemnify, defend and hold the other harmless from and
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Confidentiality and indemnification. Bank of America agrees that Section 9.7 of the Credit Agreement, as in effect prior to this Amendment, shall continue to apply to Bank of America, as if Bank of America remained a Bank under the Credit Agreement. The Borrower agrees that Section 9.12 shall continue to apply to Bank of America, as if Bank of America remained a Bank under the Credit Agreement.
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Confidentiality and indemnification. All information provided by You and any members of the OML Peer Group Program to either ConnectWise and/or any other OML Peer Group Program member(s) shall remain confidential (unless otherwise publicly available) for a period of two (2) years from the date of Your last use of the ConnectWise Service(s). ConnectWise may use (on an anonymous and aggregate basis) certain financial and operational benchmark information provided by You and any other members of the OML Peer Group Program with the understanding that no financial or operational benchmark information will be disclosed that would identify You. You agree to waive any claims that You might have against ConnectWise or any other member(s) of the OML Peer Group Program that result from Your participation in, and utilization of, the ConnectWise Offering(s). You shall fully indemnify ConnectWise against any claims that may result from Your participation in, and utilization of, the ConnectWise Offering(s).
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Confidentiality and indemnification a) Business Associate acknowledges and agrees to be bound by the HIPAA Rules and other laws or regulations concerning confidentiality of information as may be applicable, including, but not limited to, 42 C.F.R. Part 2.
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Confidentiality and indemnification. Purchaser covenants and agrees that, except as required by law: (i) Purchaser shall not disclose the sale of the Property, (ii) all written information provided to it by Seller in connection with the Property or resulting from Purchaser’s inspections of the Property and review of relevant materials will be held in strict confidence by it, its attorneys, accountants, consultants, lenders, business associates (including potential equity partners), agents and employees, (iii) upon Seller’s written request, Purchaser will return all such written information to Seller in the event the transaction contemplated by this Agreement is not consummated, and (iv) Seller has made no representation or warranty regarding the accuracy or completeness of the materials provided to Purchaser and Purchaser has conducted Purchaser’s own due diligence inquiry with respect to the Property. Purchaser further agrees to indemnify and hold Seller harmless from and against any and all claims or damages, including reasonable attorneys’ fees, resulting from Purchaser’s breach of the covenant contained herein and/or from its or its agents’ entrance onto the Property. The indemnification contained herein shall, without limitation, survive the termination of this Agreement. Purchaser acknowledges that if this provision is breached, Seller could not be made whole by monetary damages alone. Accordingly, Seller, in addition to any other remedy to which it may be entitle to by law or in equity, shall be entitled to injunctive relief. No remedy or election shall be deemed exclusive but, whenever possible, shall be cumulative with all remedies available at law or in equity.
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Confidentiality and indemnification 
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Related to Confidentiality and indemnification

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Limitation of Liability and Indemnification of Member i. The Member (including, for purposes of this Section, any estate, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member) shall not be liable, responsible or accountable, in damages or otherwise, to the Company or any other person for: (i) any act performed, or the omission to perform any act, within the scope of the power and authority conferred on the Member by this agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the termination of the Company and this Agreement pursuant to the terms hereof; (iii) the performance by the Member of, or the omission by the Member to perform, any act which the Member reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or (iv) the conduct of any person selected or engaged by the Member.

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