Indemnification and Limitations Sample Clauses

Indemnification and Limitations. A. Indemnification of Provider, Experian and Fair, Xxxxx. End User will indemnify, defend, and hold each of Provider, Experian and Fair, Xxxxx harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including attorneys’ fees) arising out of or resulting from any nonperformance by End User of any obligations to be performed by End User under this Agreement, provided that Experian/Fair, Xxxxx have given End User prompt notice of, and the opportunity and the authority (but not the duty) to defend or settle any such claim.
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Indemnification and Limitations a) WIL shall indemnify, defend and hold harmless Sponsor, its directors, officers, owners and employees from and against all third party loss or damage (including reasonable attorney fees and expenses) arising from (i) WIL’s material breach of this Agreement or (ii) the gross negligence or willful misconduct of WIL, except to the extent such loss or damage relates to the gross negligence or willful misconduct of Sponsor or a Sponsor indemnitee or the material breach of this Agreement by Sponsor.
Indemnification and Limitations. 10.1 Plantex shall indemnify, defend, save and hold harmless Valera and each of its Affiliates and their respective officers, directors, employees and agents from and against Loss or Losses payable to third parties in connection with any and all Actions by third parties solely resulting from, or arising out of (a) any material breach of any warranty or material non-fulfillment or non-performance by Plantex of any covenant or obligation of Plantex under this Agreement or (b) any enforcement action by a Regulatory Authority relating to the API resulting from the failure by Plantex to comply with applicable laws, rules, orders or regulations. Plantex will not be liable hereunder for any Losses resulting from any settlement of any claim, litigation or proceeding effected without its consent, which consent shall not be unreasonably withheld; provided, however, that Plantex shall have no liability to Valera for any Actions or Losses to the extent that such Actions or Losses resulted from or arose out of: (i) the negligence or willful misconduct of Valera or its directors, officers, Affiliates, employees, servants, agents or any person for whose actions Valera is legally liable; (ii) a material breach by Valera of any of its representations, warranties, covenants or agreements set forth in this Agreement; or (iii) any matter for which Valera has liability to Plantex pursuant to Section 10.2.
Indemnification and Limitations. 11.1 In exercising its rights under this LICENSE AGREEMENT, LICENSEE shall materially comply with the requirements of any and all applicable laws, regulations, rules and orders of any governmental body having jurisdiction over the exercise of rights under this LICENSE AGREEMENT. LICENSEE further agrees to indemnify and hold CSMC, its officers, directors, employees, and agents harmless from and against any costs, expenses, attorneys’ fees, citation, fine, penalty and liability of every kind and nature, which might be imposed directly against CSMC, its officers, directors, employees, or agents by reason of any asserted or established violation of any such laws, order, rules and/or regulations by LICENSEE.
Indemnification and Limitations. 11.1 Indemnification by the Owner’s Representative. Owner’s Representative shall indemnify and hold harmless the City, and its departments, elected officials, officers, and employees, from and against all losses, costs, damages and expenses, (including reasonable attorneysfees and other expenses), but only to the extent they are found to be caused by Owner’s Representative’s gross negligence, or criminal conduct in the performance of Services, including performance by Owner’s Representative’s employees, agents and subcontractors/subconsultants.
Indemnification and Limitations. A. Indemnification of Provider, Experian and Fair, Xxxxx. Client will indemnify, defend, and hold each of Provider, Experian and Fair, Xxxxx harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including attorneys’ fees) arising out of or resulting from any nonperformance by Client of any obligations to be performed by Client under this Agreement, provided that Experian/Fair, Xxxxx have given Client prompt notice of, and the opportunity and the authority (but not the duty) to defend or settle any such claim.
Indemnification and Limitations. 12.1 Plantex shall indemnify, defend, save and hold TransOral and each of its Affiliates and their respective officers, directors, employees and agents, harmless from and against Loss or Losses payable to third parties in connection with any and all Actions by third parties solely resulting from: (a) [***]; (b) [***]; (c) [***]; or (d) [***]. Notwithstanding the foregoing, Plantex shall have no obligations under this Section 12.1 for any liabilities, expenses or costs to the extent such liabilities, expenses or costs are attributable to claims covered under Section 12.2 below. Plantex will not be liable hereunder for any Losses resulting from any settlement of any claim, litigation or proceeding effected without its consent, which consent shall not be unreasonably withheld. [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission.
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Indemnification and Limitations. 24 8.1 Indemnification by Seller......................................................................24 8.2 Indemnification by Buyer.......................................................................24 8.3 Notice and Resolution of Claims................................................................25 8.4 Limits on Indemnification; Exclusive Remedy....................................................25 8.5 Indemnity Payments.............................................................................26 8.6 Payment and Assignment of Claims...............................................................26 8.7 Other Indemnitees..............................................................................27 8.8 Survival; Limitations..........................................................................27
Indemnification and Limitations. (a) Except as otherwise set forth in this Agreement and subject to the limitations set forth in this Agreement, from and after the Closing, the Sellers, jointly and severally, shall indemnify, defend and hold harmless the Purchasers and their officers, directors, shareholders, employees and agents and their successors and assigns against any loss, claim, damage, cost, obligation, liability, penalty and expense, including all legal and other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage or liability or action in respect of such matters (collectively referred to as "SECTION 8 DAMAGES") occasioned by, arising out of or resulting from any breach of any representation or warranty by, or default pursuant to a covenant of, any or all of the Sellers contained in this Agreement. Except as otherwise set forth in this Agreement and subject to the limitations set forth in this Agreement, from and after the Closing, the Purchasers, jointly and severally, shall indemnify, defend and hold harmless the Sellers and their officers, directors, shareholders, employees and agents and their successors and assigns against any Section 8 Damages occasioned by, arising out of or resulting from any breach of any representation or warranty by, or default pursuant to a covenant of, any or all of the Purchasers contained in this Agreement.
Indemnification and Limitations section 12.c) shall be replaced in its entirety.
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