INDEMNFICATION Clause Samples
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INDEMNFICATION. VGX will defend, indemnify, and hold harmless each Indemnified Party from and against any and all Liabilities with respect to an Indemnification Event. The term “Indemnified Party” means each of Penn and its trustees, officers, faculty, students, employees, contractors, and agents. The term “Liabilities” means all damages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, costs, fees, liabilities, obligations, taxes, liens, losses, lost profits and expenses (including, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and other experts) that are incurred by an Indemnified Party or awarded or otherwise required to be paid to third parties by an Indemnified Party. The term “Indemnification Event” means any Claim against one or more Indemnified Parties arising out of or resulting from: (a) the development, testing, use, manufacture, promotion, sale or other disposition of any Penn Patent Rights or Licensed Products by VGX, its Affiliates, sublicensees, assignees or vendors or third parties, including, but not limited to, (x) any product liability or other Claim of any kind related to use by a third party of a Licensed Product, (y) any Claim by a third party that the practice of any of the Patent Rights or the design, composition, manufacture, use, sale or other disposition of any Licensed Product infringes or violates any patent, copyright, trade secret, trademark or other intellectual property right of such third party, and (z) any Claim by a third party relating to clinical trials or studies for Licensed Products; (b) any material breach of this Agreement by VGX or its Affiliates or sublicensees; and (c) the enforcement of this Article 12 by any Indemnified Party. The term “Claim” means any charges, complaints, actions, suits, proceedings, hearings, investigations, claims or demands.
INDEMNFICATION. A. Vendor agrees to obtain liability insurance in the amount of $1 million dollars to protect Vendor, Jacksonville Parks and Recreation, and FestiVille against all claims for losses or injury or property damages during FestiVille and will furnish proof of such insurance coverage as an attachment to this Agreement. FestiVille and Jacksonville Parks and Recreation will be named as Additional Insureds on the liability insurance policy.
B. Vendor shall indemnify and hold harmless FestiVille and any of its employees, representatives, or sponsors and the City of Jacksonville, Arkansas against any and all claims, losses, costs, and litigation, including attorney’s fees, claims and charges made by any individual or entity by or against FestiVille and/or the above parties arising out of the FestiVille and/or Vendor’s participation in FestiVille.
INDEMNFICATION. You agree to indemnify, defend and hold harmless Keek and its affiliates, and their shareholders, directors, officers, employees, agents, and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable lawyers' fees) that arise from or relate to:
INDEMNFICATION. You agree to defend, indemnify and hold harmless LUS Fiber, Lafayette City-Parish Consolidated Government, its and/or their officials, officers, employees, agents, contractors, subcontractors, consultants, insurers, insureds, licensees, and invitees, from and against all liabilities, costs and expenses, including reasonable attorneys’ and experts’ fees, related to or arising from your use of the Service (or the use of your Service by anyone else), (a) in violation of applicable laws, regulations or this Agreement; (b) to access the Internet or to transmit or post any message, information, software, images or other materials via the Internet; (c) in any manner that ▇▇▇▇▇ any person or results in the personal injury or death of any person or in damage to or loss of any tangible or intangible (including data) property; or (d) claims for infringement of any intellectual property rights arising from or in connection with use of the Service.
INDEMNFICATION. During the term of this Agreement, the Company shall provide to the Employee insurance covering indemnification for activities taken in good faith on the Company's behalf.
INDEMNFICATION. If 5 Star Limousine Service shall be subject to any claim, demand, or penalty; or becomes a party to any suit or other judicial administrative proceeding arising out of, related to, or connected to this Service, Customer shall indemnify and hold 5 Star Limousine Service harmless against all judgments, settlements, penalties, and expenses, including attorney’s fees, court costs, and other expenses of litigation or administrative proceedings, incurred by, or imposed upon. 5 Star Limousine Service in connection with the investigation or defense relating to such claim or litigation or administrative proceeding and, the election of 5 Star Limousine Service Customer shall also defend 5 Star Limousine Service.
INDEMNFICATION. (a) Except as otherwise provided herein, Buyer and LLC shall indemnify and hold Seller harmless from and against and in respect of any and all liabilities, losses, damages, claims, costs and expenses, including but not limited to reasonable attorneys' fees, arising out of or due to:
(i) A breach of any representations, warranties or covenants of Buyer contained in this Agreement;
(ii) Any and all claims, other than liabilities of Company expressly retained by Seller under this Agreement for acts or omissions of the Company on or after January 1, 1999, including, but not limited to claims arising out of Buyer's waiver of and the resulting failure of Seller to comply with the Bulk Sales Law or any violation thereof, and without regard to whether such claims exist on the Closing Date or arise at any time thereafter;
(iii) Any claim by customers of Seller or the ultimate purchaser or user of Products sold by Seller on or after January 1, 1999 based upon defects or alleged defects therein to the extent not covered by insurance;
(iv) Assumed Liabilities, Assumed Contracts or any other claims expressly assumed by Buyer under this Agreement.
(b) Except as otherwise provided herein, Seller shall indemnify and hold Buyer harmless from and against and in respect of any and all liabilities, losses, damages, claims, costs and expenses, including but not limited to reasonable attorneys' fees, arising out of or due to:
(i) A breach of any representations, warranties or covenants of Seller contained in this Agreement;
(ii) Any and all claims, other than liabilities of Company expressly retained by Buyer under this Agreement and claims except for unrecorded liabilities of the Company accruing prior to January 1, 1999 which ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ or salaried exempt employees employed on or after July 1, 1998 had knowledge but failed to disclose to Seller;
(c) If a claim shall be made or threatened, or an action or proceeding shall be commenced or threatened against a party hereto (the "Aggrieved Party") which could result in liability of the other party (the "Indemnifying Party") under its indemnification obligations hereunder, the Aggrieved Party shall give to the Indemnifying Party prompt notice of such claim, but in any event within thirty (30) days action or proceeding. Such notice shall state the basis for the claim, action or proceeding and the amount thereof (to the extent such amount is determinable at the time when such notice is given). The obligation to indemnify und...
INDEMNFICATION. Each Party agrees to indemnify, defend and hold harmless the other against claims, demands, damages, and costs, including attorney and court costs, arising out of or resulting from its sole negligence or misconduct. In the event that a claim is made against both Parties, it is the intent of both Parties to cooperate in the defense of said claim and to cause the insurers to do likewise. However, both Parties shall have the right to take any and all actions they believe necessary to protect their interests. Obligations under this section shall survive termination or expiration of this MOU.
INDEMNFICATION. Seller agrees to indemnify, defend and hold the Indemnified Persons (hereinafter defined) harmless from and against any and all loss, liability, obligation, damage, penalty, judgment, claim, deficiency and expense (including interest, penalties, attorneys' fees and amounts paid in settlement) owing to any third party to which any Indemnified Person may become subject arising out of or based upon this Agreement as well as any prior relationship of Seller with any Indemnified Person, whether by alleged or actual negligence of any Indemnified Person, except and to the extent caused by the gross negligence or willful misconduct of any Indemnified Person. Where used herein, the term "Indemnified Persons" shall mean Purchaser and its partners, officers, members, employees, attorneys, representatives, agents, affiliates, successors and assigns.
INDEMNFICATION. You agree to indemnify and hold VergeSense, its parent, subsidiaries, affiliates, directors, officers, agents, and other partners and employees, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, including but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of your account, use of the Service, or violation of the Terms. This defense and indemnification obligation will survive these Terms and your use of the Service. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, VergeSense MAKES NO FURTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. VergeSense EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AS TO THE CONDITION, MERCHANTABILITY, NON- INFRINGEMENT, DESIGN, OPERATION OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE. FOR AVOIDANCE OF DOUBT, THE DISCLAIMERS SET FORTH HEREIN DO NOT LIMIT ANY COVENANT, REPRESENTATION OR WARRANTY MADE BY VergeSense IN THIS AGREEMENT. YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL VergeSense BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF VergeSense TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO VergeSense IN THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MIGHT HAVE ADDITIONAL RIGHTS[AC1] . While we strive to protect your information in accordance with our Privacy Policy [INCLUDE LINK], VergeSense can not be liable for the privacy of personal information collected or stored on VergeSense’s sensors, gateway devices or other equipment, transmitted over networks accessed by the Service, or otherwise connected with your use of the Service.