Indemnification and Liability Limits Sample Clauses

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Indemnification and Liability Limits. The Escrow Agent will usually require that the parties indemnify the agent and that there is a liability limit on the agent’s risk. Indemnification of the agent means that if any party to the agreement or third party sues the agent, the parties agree to jointly pay the costs of such litigation. To the extent that there is an exclusion in this section for the agent’s negligence or willful behavior, this is reasonable given the low income the agent receives from storage. However, these exclusions are important otherwise there is no way for the parties themselves not to end up paying if one party has to sue the agent for loss or misuse of the code or other acts. A liability limit for all parties to the agreement is a provision that generally protects all parties to the contract and the agent’s request is reasonable given the low income the agent receives from storage. It is important, however, to be sure that the liability limit covers at least the value of the software source code.
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Indemnification and Liability Limits. (a) Company shall indemnify, defend and hold harmless Quintiles and its corporate affiliates and its and their directors, officers and employees (each a "Quintiles Indemnified Party") from and against any and all actual losses, damages, liabilities, reasonable legal fees and expenses, (collectively, "Quintiles Losses"), resulting or arising from third party claims, actions, proceedings `or litigation arising from or in connection with any such Quintiles Indemnified Party's performance of this Master Agreement, any Work Order or the Services contemplated herein (including without limitation any product liability claim) save to the extent such losses are determined to have resulted solely from the negligence or intentional misconduct of the Quintiles Indemnified Party seeking indemnity hereunder. (b) Quintiles shall indemnify, defend and hold harmless Company and its corporate affiliates and its and their directors, officers and employees (each a "Company Indemnified Party") from and against any and all actual losses, damages, liabilities, reasonable legal fees and expenses (collectively, "Company Losses") resulting or arising from any action, proceedings, or litigation to the extent that such Company Losses are determined to have resulted solely from the negligence or intentional misconduct of a Quintiles Indemnified Party. (c) The party seeking indemnification hereunder (the "Indemnified Parry") shall (a) promptly notify the party obligated to indemnify (the "Indemnifying Party") of any claim, action, proceeding for which the Indemnified Party seeks indemnification; (b) cooperate fully with the Indemnifying Party and its legal representatives in the investigation of any claim, action or proceedings; and (c) shall not unreasonably withhold its approval of the settlement of any claim, action or proceeding by Indemnifying Party covered by this indemnification provision. The Indemnifying Party's failure to comply with its obligations under this provision shall not constitute a breach of this Master Agreement nor relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent, if any, that the Indemnifying Party's defense or settlement of the affected claim, action or proceeding was actually and materially impaired thereby. (d) Neither party, nor its affiliates, nor any of its or their respective Representatives shall have any liability for any special, incidental, or consequential damages, including, but not limited to the los...
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Indemnification and Liability Limits. 9.1 Quintiles shall indemnify, defend and hold harmless Pacira, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) incurred in connection with a third party claim or governmental action (collectively, “Third Party Claims”) resulting from any (i) breach by Quintiles, its employees, or subcontractors of its obligations hereunder; (ii) willful misconduct or negligent acts or omissions of Quintiles, its employees, or its subcontractors in the performance of Services pursuant to this Master Agreement or Work Order; (iii) violation by Quintiles or its employees or subcontractors of any municipal, county, state or federal laws, rules or regulations applicable to Quintiles’ performance of Services pursuant to this Master Agreement or Work Order; (iv) the marketing, promotion, or sale of Pacira Products by Quintiles, its employees, or its subcontractors in a manner which violates this Master Agreement, any Work Order, or applicable law, except to the extent acting under the direction of Pacira; (v) representation or misrepresentation by Quintiles, its employees, or subcontractors relating to Pacira Products that is not consistent with the labeled claims or the product literature, except to the extent acting under the direction of Pacira; and (vi) the determination by any governmental authority that any Quintiles employees are employees of Pacira; all except to the extent such Losses are determined to have resulted from the action or inaction by Pacira, or by the negligence or willful misconduct of Pacira or its employees.
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Indemnification and Liability Limits. 8.1 Novartis shall indemnify, defend and hold harmless Barrier, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”), resulting from any (i) breach by Novartis or its employees, subcontactors or agents of its obligations hereunder; (ii) willful misconduct or negligent acts or omissions of Novartis or its employees, subcontractors or agents; and (iii) violation by Novartis or its employees, subcontractors or agents of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Novartis’s obligations under this Agreement; (iv) the breach by Novartis of any Representations, Warranties and Covenants of Novartis; (v) any employment based claim by a Novartis employee providing Services hereunder, including but not limited to claims that such employee was wrongfully terminated, constructively discharged, retaliated against, or discriminated against; (vi) any federal or state claims or assessment for nonpayment or late payment by Novartis of any tax or contribution based on compensation or other benefits owed to any employee of Novartis, including, without limitation a claim or assessment that Barrier should have withheld any amounts related thereto; or (vii) any claim for payment by a subcontractor engaged by Novartis, except to the extent such Losses are determined to have resulted from the negligence or willful misconduct of Barrier or its employees. 8.2 Barrier shall indemnify, defend and hold harmless Novartis, its Affiliates and their respective directors, officers, employees, subcontractors and agents from and against any and all Losses resulting from (i) the manufacture, storage, packaging, production, transportation, distribution, sale or other disposition of the Products by Barrier or its agents; (ii) breach by Barrier or its employees of its obligations hereunder; (iii) willful misconduct or negligent acts or omissions of Barrier or its employees; (iv) violation by Barrier or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Barrier’s obligations under this Agreement, except to the extent such Losses are determined to have resulted from the negligence or willful misconduct of Novartis or its employees; and (v) the breach by Barrier o...
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Indemnification and Liability Limits. 9.1 Innovex shall indemnify, defend and hold harmless Kos, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any (i) breach by Innovex or its employees of its obligations hereunder; (ii) willful misconduct or negligent acts or omissions of Innovex or its employees; (iii) violation by Innovex or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of Innovex's obligations under this Master Agreement or the Work Order (iv) actions or incidents by Innovex or any of its employees of criminal or dishonest activity, those actions or incidents covered by all liability or insurance policies required to be maintained by Innovex under this Agreement, those costs attendant to the administration of any collective bargaining agreement, and any liabilities or claims against Kos arising out of Innovex's non-payment or payment to or participation in a labor organization's health and welfare retirement or other benefit fund, including the cessation of payment thereto or withdrawal from participation therein, with respect to the Sales Force; (v) violations by Innovex of employment-related matters with respect to Innovex's employees, including matters arising under local, state and/or federal right-to-know laws, environmental laws, NLRB, OSHA, EEOC, ADA (including without limitation those relating to employment, public access and public accommodation), WARN, FMLA, ERISA, all laws governing wages and hours (including without limitation: prevailing wage rate; exempt and non exempt status; child labor; and minimum wage and overtime matters), all laws governing race, sex, sexual harassment, retaliation, religion, veteran status, national origin, color, age, disability, and marital status, disclosed and undisclosed benefit plans, all other labor laws, in each case except to the extent any such Losses are determined to have resulted from the negligence or willful misconduct of Kos or its employees. 9.2 Kos shall indemnify, defend and hold harmless Innovex, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all Losses resulting from (i) the manufacture, storage, packaging, production, transportation, distribution, sale or other d...
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Indemnification and Liability Limits 
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Related to Indemnification and Liability Limits

  • Indemnification and Liability To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

  • Indemnification and Liability Insurance The Subdivider hereby agrees to hold the City of Avon, its officers, directors, agents and employees harmless and to indemnify them against all claims, expenses and liability as a result of loss or injury arising out of the clearing of land or construction of the Subdivision and public improvements. Prior to the commencement of any construction on the Subdivision site, Subdivider agrees to provide the City with proof of One Million ($1,000,000.00) Dollars liability insurance protecting the City from liability arising out of the development of the Subdivision and public improvements. Subdivider shall not allow this insurance to expire earlier than the effective period of any maintenance bond, and shall provide a copy of the insurance policy to remain, at all times, with the Director of Finance of the City.

  • Indemnification and Limitation of Liability (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

  • Liability Exculpation and Indemnification 37 Section 10.1. Liability........................................................................... 37 Section 10.2. Exculpation......................................................................... 37 Section 10.3. Indemnification..................................................................... 38 Section 10.4. Expenses ........................................................................... 38

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.