INDEMNIFICATION AND FORCE MAJEURE Sample Clauses

The Indemnification and Force Majeure clause serves two primary functions: it requires one party to compensate the other for certain losses or damages, and it excuses parties from liability or obligations when extraordinary events beyond their control occur. In practice, indemnification provisions typically obligate a party to cover costs arising from specific claims, such as third-party lawsuits or breaches of contract, while force majeure provisions list events like natural disasters, war, or government actions that may prevent contract performance. This clause is essential for allocating risk between parties and providing a clear framework for handling unforeseen disruptions, thereby protecting both sides from unfair liability in exceptional circumstances.
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INDEMNIFICATION AND FORCE MAJEURE. Notwithstanding the limitation of liability in clause 7.5, Licensor shall defend, indemnify, and hold the Licensee harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) asserted by third parties against the Licensee which arise out of any act or omission by Licensor that constitutes a breach of Licensor's warranties hereunder. The obligations in clauses 8.1 will survive the termination of this Agreement. The Licensee and Licensor shall not be responsible to one another for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of the party and could not be avoided by the exercise of due care. Notwithstanding the occurrence of any of the events set forth in this clause, the parties shall at all times use reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances.
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INDEMNIFICATION AND FORCE MAJEURE. 7.1 Notwithstanding the limitation of liability in clause 6.5, Licensor shall defend, indemnify, and hold the Licensee harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) asserted by third parties against the Licensee which arise out of any act or omission by Licensor that constitutes a breach of Licensor's warranties hereunder. 7.2 The Licensee shall defend, indemnify, and hold Licensor harmless against all claims, suits, proceedings, losses, liabilities, and damages (including costs, expenses, and reasonable attorneys' fees) arising from (i) any unauthorised use or dissemination of the Licensed Work(s) by the Licensee or Authorised Users and (ii) any violation of this Agreement or of any third-party's rights by the Licensee or Authorised Users, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. 7.3 The obligations in clauses 7.1 and 7.2 will survive the termination of this Agreement. 7.4 The Licensee and Licensor shall not be responsible to one another for any failure to perform any obligation under this Agreement due to Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, flood, typhoon, wind storm, snow storm, blizzard, hurricane, or other cause that is outside the control of the party and could not be avoided by the exercise of due care. Notwithstanding the occurrence of any of the events set forth in this clause, the parties shall at all times use reasonable efforts to perform all obligations under this Agreement in a timely manner, taking account of the existing circumstances.
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INDEMNIFICATION AND FORCE MAJEURE. 9.1 SECOND PARTY shall at all times hereafter indemnify, hold harmless and, at the County Attorney’s option, defend or pay for an attorney mutually selected with the County Attorney to defend COUNTY, its officers, agents, servants, and employees from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by intentional or negligent act of, or omission of, SECOND PARTY, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Agreement including, without limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against COUNTY by reason of any such claim, cause of action or demand, SECOND PARTY shall, upon written notice from COUNTY, resist and defend such lawsuit or proceeding by counsel satisfactory to COUNTY or, at COUNTY’s option, pay for an attorney mutually selected with County Attorney to defend COUNTY. The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the Contract Administrator and the County Attorney, any sums due SECOND PARTY under this Agreement may be retained by COUNTY until all of COUNTY's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by COUNTY.
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INDEMNIFICATION AND FORCE MAJEURE. The Exchange Agreement will include appropriate indemnification and security arrangements to protect PG&E in case of any ISP service problems that directly result in harm to PG&E or its premises or the Exchange Service Customer or its premises to the extent those problems involved the negligence, willful misconduct or criminal misconduct of the ISP, and also to protect the ISPs in case of any PG&E service problems that directly result in harm to the ISP or its premises or to the Exchange Service Customer or its premises to the extent those service problems were caused by the negligence, willful misconduct or criminal misconduct of PG&E. The Exchange Agreement will include appropriate force majeure language.
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INDEMNIFICATION AND FORCE MAJEURE. 7.1. The Customer agrees to indemnify, defend and hold harmless the PPECB, the Board, and/or any employee or officer appointed under the PPECB, from any claim arising out of or relating to anything done in good faith (honestly and without ulterior motive) in the exercise of a power or the carrying out of a duty conferred or imposed by or under the Perishable Products Export Control Act No 9 of 1983. 7.2. Any service request is subject to cancellation by the PPECB due to force majeure from any cause beyond the control of the PPECB, including but not limited to: inability to secure labour, power, materials or supplies, or by reason of an act of God, war, civil disturbances, riots, state of emergency, strikes, lockout or other labour disputes, fire, flood, drought or legislation.
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INDEMNIFICATION AND FORCE MAJEURE. A. The Host and the Council mutually agree that, at all times in performing this agreement: a. They shall act as principal (i.e., the responsible organisation) with the understanding that sub-contracted service providers may be contracted by the Host for the purposes of managing the WEW; b. They shall not pledge the credit of any other party; and c. They shall act in a lawful manner. B. The Host shall indemnify, hold and save harmless and defend at its own expense, the Council, its officers, agents, servants and employees against all suits, claims, demands and liability of any nature or kind, arising from the Host’s performance of this agreement or arising from any act or omission of the Host or its employees or subcontractors in connection with the performance of this agreement C. The Council shall indemnify, hold and save harmless and defend at its own expense, the Host, its officers, agents, servants and employees against all suits, claims, demands and liability of any nature or kind, arising from the Council’s performance of this Agreement or arising from any act or omission of the Council or its employees or subcontractors in connection with the performance of this Agreement D. Both parties hereby expressly agree that in the case of any Force Majeure events that prevent, in whole or in part, the holding of the WEW, the Host shall have no responsibility towards the Council with respect to said non-performance of the WEW. Force Majeure includes, without limitation, acts of God including but not limited to fire, flood, earthquake or other natural disaster; tumults, riots or acts of violence, including those arising out of public demonstration or civil disturbance, any order issued by any public authority or any municipal order which would require the postponement or cancellation of the WEW. Force Majeure does not include changes in political circumstances or the impact of economic downturn. E. Any decision to postpone, cancel or reschedule the WEW shall be mutually agreed between the Council and the Host, using the Event Rescheduling and Cancellation Policy of the Council attached as Annex B F. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute a party the agent of another party, nor authorise a party to make or enter into any commitments for or on behalf of another party
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INDEMNIFICATION AND FORCE MAJEURE a) Charterer shall indemnify and hold harmless CLA from and against all third party claims, allegations, demands, liabilities, fines, losses, damages, costs and expenses (including, without limitation, reasonable fees and expenses of attorneys and any amounts paid in settlement) arising out of or related to: (i) the breach by Charterer of any of its material obligations under this Agreement or (ii) the negligence, gross negligence, bad faith, intentional or willful misconduct of Charterer or its employees or other representatives. b) CLA shall indemnify and hold harmless Charterer, its parent, its affiliates and subsidiaries, and their respective agents, guests, passengers, officers, directors and employees from and against all third party claims, allegations, demands, liabilities, fines, losses, damages, costs and expenses (including, without limitation, reasonable fees and expenses of attorneys and any amounts paid in settlement) arising out of or related to: (i) the breach by CLA of any of its material obligations under this Agreement or (ii) the negligence, gross negligence, bad faith, intentional or willful misconduct of CLA or its employees or other representatives. c) Acts of God, war, acts of a public enemy, acts of a government of any country, embargoes, terrorism or sabotage, fires, floods, weather, explosions, or other catastrophes, epidemics or quarantine restrictions, strikes or other labor stoppages, slowdowns or disputes, or other cause(s) beyond the reasonable control of a party hereto ("Force Majeure Event") which prevent such party from performing any obligation hereunder, shall suspend the affected party's obligation to perform hereunder during the period required to remove such Force Majeure event and the affected party shall promptly notify the other party of the Force Majeure Event. If the affected party is CLA and the period of such Force Majeure Event lasts longer than 4 hours, then either party may at any time thereafter, while such Force Majeure Event continues, terminate this Agreement without penalty, liability or further obligation therefore, immediately upon notice of such termination to the other party.
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INDEMNIFICATION AND FORCE MAJEURE 
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Related to INDEMNIFICATION AND FORCE MAJEURE

  • Indemnification by Contractor To the fullest extent permitted by law, the CONTRACTOR agrees to indemnify, defend and hold the COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney’s fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any action or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR’s subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this Contract; or 3) are based upon the CONTRACTOR’S or its subcontractors’ use of, presence upon or proximity to the property of the COUNTY. This indemnification obligation of the CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Action RCW Title 51, or by application of any other workmen’s compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into the Contract, are reflected in the CONTRACTOR’s compensation, and have been mutually negotiated by the parties.

  • Indemnification by Supplier Supplier covenants and agrees to indemnify, defend and hold harmless Eargo, its Affiliate(s), Approved Buyer(s), and their respective agents, contractors, officers, directors, employees and Representatives (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees and Representatives) (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, losses, damages, settlements, governmental fines and penalties, and all other liabilities, including attorneys’ and other professional fees and court costs, and all costs and expenses, arising out of or related to: (a) the Units, or any portion thereof, on their own or in combination with any other goods and services, infringe any rights or IPR of a third party (collectively, “Third Party IPR”) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or equipment consigned to Supplier by Eargo; (b) personal injury or property damage resulting, directly or indirectly from the Units or Services (including any Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (c) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the terms specified in this Agreement) of this Agreement; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Indemnified Parties alleging or in connection with alleged defects in the assembly or manufacturing of the Product(s); or (f) violations of law in the manufacture of the Products; (each a “Claim” and collectively, “Claims”).

  • Indemnification by Lessee Lessee agrees to indemnify, defend, protect, save and keep harmless Lessor and its Affiliates, and their respective officers, directors, shareholders, unitholders, members, partners, managers, agents, employees, representatives, successors and assigns (collectively, the “Lessor Indemnified Parties”) from and against any and all Claims which may be imposed on, incurred by or asserted against the Lessor Indemnified Parties, in any way and to the extent relating to or arising out of (a) any failure to perform any covenant or agreement made or undertaken by Lessee in this Lease, or (b) the exercise of Lessee’s Parties’ rights under Section 2.2(a); provided, however, Lessee shall not have any obligation to indemnify the Lessor Indemnified Parties for any such Claim under clauses (a) or (b) to the extent resulting from or arising out of the willful misconduct or negligence of any of the Lessor Indemnified Parties. To the extent that the Lessor Indemnified Parties in fact receive full indemnification payments from Lessee under the indemnification provisions of this Section 10.2, Lessee shall be subrogated to the Lessor Indemnified Parties’ rights with respect to the transaction or event requiring or giving rise to such indemnity. NOTWITHSTANDING ANYTHING CONTAINED IN THIS LEASE TO THE CONTRARY, IN NO EVENT SHALL LESSEE BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES IN TORT, CONTRACT OR OTHERWISE UNDER OR ON ACCOUNT OF THIS LEASE, EXCEPT THOSE PAYABLE TO THIRD PARTIES FOR WHICH LESSEE WOULD BE LIABLE UNDER THIS SECTION.

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • Indemnification Procedures for Third Party Claims If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).