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 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. 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. 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. To the fullest extent permitted by law, Seller and its parent(s), subsidiaries and/or affiliates (“Indemnifying Parties”) shall defend, indemnify and hold harmless Buyer and its parents, subsidiaries and affiliates and their respective officers, employees, agents, subcontractors and customers against all damages, claims, actions, liabilities, fines, assessments and expenses (including costs associated with recalling any Goods, reasonable attorneys' fees and costs) arising out of or resulting in any way from (i) any defect in the Goods or Services, (ii) any breach of any warranty or other term of this Order, (iii) the presence of Indemnifying Parties’ agents, representatives, employees or subcontractors on Buyer’s premises (including, without limitation, personal injury, illness or death of Indemnifying Parties’ agents, representatives, employees or subcontractors; and property damage), regardless of the cause of such injury, illness or death, and even though caused in whole or in part by a pre-existing defect, the indemnified party’s (or indemnified persons’) negligence or any other actual or alleged legal fault, whether sole, joint or concurrent, and (iv) the negligent acts or omissions of Indemnifying Parties, its agents, representatives, employees or subcontractors related to the performance of the services under this Order, but in no event shall the indemnity obligation apply to liability caused by the willful misconduct or sole negligence of Buyer with regard to (i) and (ii) above. Indemnifying Parties will conduct the defense of a third party claim diligently and with counsel reasonably satisfactory to Buyer, and will not consent to the entry of a judgment or enter into any settlement with respect to the claim without the prior written consent of Xxxxx (not to be withheld unreasonably). NOTHING IN THIS ORDER SHALL BE CONSTRUED TO SUBJECT BUYER TO LIABILITY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS (WHETHER IT CONSISTS IN A DIRECT OR INDIRECT DAMAGES), LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS ORDER OR ANY GOODS OR SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN), REGARDLESS OF WHETHER THE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. In no event shall the aggregate liability of Buyer arising out of or relating to this Order exce...
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. 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.
Indemnification and Limitation on Liability. 34 Section 10.1 Compost's Indemnity Obligations.......................................................34 Section 10.2 Purchaser's Indemnity Obligations.....................................................35
