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.
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...
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.
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...
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...
Indemnification and Liability Limits