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.
Indemnification and Limitation on Liability. 1. The Company agrees to indemnify and hold harmless Broker (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) arising out of or attributable to: (a) any material breach by the Company of this Purchase Plan (including the Company’s representations and warranties), and (b) any violation by the Company of applicable laws or regulations. The Company will have no indemnification obligations in the case of gross negligence or willful misconduct of Broker or any other indemnified person. This indemnification will survive the termination of this Purchase Plan.
Indemnification and Limitation on Liability a) Consultant agrees to defend, indemnify and hold harmless the College and its affiliates, trustees, officers, agents and employees from any liability or loss arising from Consultant’s performance under this Agreement. The College reserves the right to retain funds, which would be due to Consultant under this Agreement until all disputes are settled.
Indemnification and Limitation on Liability. Each party will indemnify and hold the other harmless from any injury to persons or damage to property due to its gross negligence or willful misconduct, and the gross negligence or willful misconduct of its employees and agents, arising out of or relating to the performance of an Agreement. However, neither party will be liable to the other for any incidental, special, consequential, punitive or exemplary damages of any nature.
Indemnification and Limitation on Liability. Consultant agrees to defend, indemnify and hold harmless the College and its affiliates, trustees, officers, agents and employees from any liability or loss arising from Consultant’s performance under this Agreement. The College reserves the right to retain funds, which would be due to Consultant under this Agreement until all disputes are settled. No limitation on liability will apply to Consultant's obligation to indemnify Teachers College, Columbia University its affiliates, trustees, officers, agents and employees, volunteers, and representatives, or to Consultant's obligation to provide insurance, nor will it reduce the payment of proceeds from any insurance coverage that Consultant is obligated to furnish under this Agreement. There will be no limitation on liability for any violation of the Family Educational Rights and Privacy Act (“FERPA”) or The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
Indemnification and Limitation on Liability. 1. Purchaser 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 Purchase Plan or arising out of or attributable to any breach by Purchaser of this Purchase Plan (including Purchaser’s representations and warranties hereunder) or any violation by Purchaser of applicable laws or regulations. This indemnification shall survive termination of this Purchase Plan. Notwithstanding the foregoing, Purchaser 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.
Indemnification and Limitation on Liability. If Buyer exercises rights of access under this Section or otherwise, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination and inspection shall be at Buyer's sole risk, cost and expense and Buyer waives and releases all claims against Seller (and its partners and its and their affiliates and the respective directors, officers, employees, attorneys, contractors and agents of such parties) arising in any way therefrom or in any way connected therewith or arising in connection with the conduct of its directors, officers, employees, attorneys, contractors and agents in connection therewith and (b) Buyer shall indemnify, defend and hold harmless Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) from any and all claims, actions, causes of action liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorneys fees), or liens or encumbrances for labor or materials, arising out of or in any way connected with such matters. THE FOREGOING RELEASE AND INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.
Indemnification and Limitation on Liability. 1. The Purchaser agrees to indemnify and hold harmless MSSB (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) arising out of or attributable to: a.) any material breach by the Purchaser of this Purchase Plan (including the Purchaser’s representations and warranties), and b.) any violation by the Purchaser of applicable laws or regulations. The Purchaser will have no indemnification obligations in the case of gross negligence or willful misconduct of MSSB or any other indemnified person. This indemnification will survive the termination of this Purchase Plan.
Indemnification and Limitation on Liability. The Employee, Employer, and Custodian intend that the Custodian shall have and exercise no discretion, authority or responsibility as to any investment in connection with the Custodial Account, and the Custodian shall not be responsible in any way for the tax treatment of any contribution or distribution, or for any other action or nonaction taken pursuant to the Employee's or Employer's direction or that of the Employee's beneficiary, executor or administrator. The Employee who directs the investment of his or her Custodial Account shall bear sole responsibility for the suitability of any directed investment and for any adverse consequences arising from such an investment. The Custodian shall have no responsibilities other than those provided for herein or in ERISA or Code and shall not be liable for a mistake in judgment, for any action taken (or not taken) in good faith, or for any loss that is not a result of its gross negligence, except as provided in ERISA or the Code. The Employee (and the Employee's beneficiary, executor or administrator) shall indemnify and hold the Custodian harmless from and against any liability that the Custodian, the Investment Advisor, their agents, affiliates, successors, assigns, officers, directors and employees may incur in connection with the Custodial Account, unless arising from the Custodian's own gross negligence or willful misconduct or from a violation of the provisions of ERISA or Regulations promulgated thereunder. The Custodian shall be under no duty to question any direction of the Employee with respect to the investment of contributions, or to make suggestions to the Employee with respect to the investment, retention or disposition of any contributions or assets held in the Custodial Account. The Custodian and Investment Advisor shall have no duty to give effect to an investment direction from anyone other than the Employee (or the Employee's beneficiary, executor or administrator). However, the Custodian and Investment Advisor may, in their discretion, establish procedures pursuant to which the Employee (or the Employee's beneficiary, executor or administrator) may delegate to a third party any or all of the Employee's power and duties hereunder, not including the authority to execute the Account Application or a beneficiary designation form.
Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless Northern 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 Northern’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. Seller will not be liable under the foregoing sentence to the extent that any claim, loss, damage or liability is found in a final judgement by a court to have resulted from the bad faith, gross negligence or willful misconduct of Northern or its directors, officers, employees or affiliates. This indemnification shall survive termination of this Sales Plan.
