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. 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 xxxxx 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. 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.
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. 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. (1) In case of non-compliance with the quality levels assumed by the contract, as well as for the non-observance of other contractual clauses assumed for the provision of the Services (Internet, telephony, television) due to network malfunctions caused by the fault / negligence of XXXX, the Beneficiary may be compensated, after analyzing each request separately, a solution in this regard being communicated in written. (2) The compensation will be made only at the request of the Beneficiary, formulated within no more than 15 days from the date on which the claimed malfunction was not solved as per the term mentioned in Article 10 (2) of this Contract. The granting of the compensation will be conditioned by the proof of evidences in the records and XXXX servers of the notified failure in the area, the geographical area indicated by the Beneficiary and provided that the Beneficiary is the one directly affected by the notified failure, XXXX having the right to request any supporting documents in this sense. (3) If it is found that the request of the Beneficiary is justified, the compensation will be granted by reducing the monthly subscription fee, in proportion to the period when the Beneficiary has not benefited from the Services or by granting free minutes. The reductions granted will be highlighted in the invoice issued in the month immediately following the favorable settlement of the beneficiary's request. (4) However, XXXX will not be liable to the Beneficiary and / or to third parties for damages, losses of profit, unrealized gains and / or non-valuation of business opportunities or any other losses suffered by the Beneficiary and which result directly or indirectly from, but not limited to: (i) lack of access to Services or the provision of Inappropriate Quality Services; or (ii) improper use of the Communication Services and equipment by the Beneficiary, (iii) failure of the Services for technical reasons and / or the actions of third parties. If the Beneficiary is not satisfied with the damages granted by the XXXX, he can address the competent courts in order to recover the suffered damage .
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:
INDEMNFICATION. Company will defend, indemnify, and hold harmless Penn, and its trustees, officers, faculty, agents, employees and students (each, an "Indemnified Party") from and against any and all liability, loss, damage, action, claim, or expense suffered or incurred by the Indemnified Parties, including attorneys' fees and expenses (collectively, "Liabilities"), arising out of or resulting from the distribution by Company, its Affiliates or sublicensees of any Licensed Products, including, without limitation, product liability actions, provided that Penn notifies Company in writing of the claim and Company is entitled to control the defense and settlement of the claim.
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. 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.
