Indemnification Limitations of Liability. Indemnification Subject to the 30-day limitation and other limitations set forth below, TASC shall indemnify the Purchaser, its directors and officers, and hold them harmless from and against any and all actions, claims, lawsuits, settlements, judgments, costs, taxes or similar assessments, penalties and expenses, including reasonable attorney’s fees, incurred as a direct result of TASC’s gross negligence or willful misconduct in connection with the performance of the Subscription Services. The Purchaser shall indemnify and hold TASC, its directors and officers, harmless from and against any and all actions, claims, lawsuits, settlements, judgments, costs (including, but not limited to, costs of insurance premiums paid with respect to any Subscription Service), taxes or similar assessments, penalties and expenses, including reasonable attorney’s fees, or any other obligations (collectively, “Losses”) resulting from, arising out of or in any way connected with, the Subscription Services, including any prior administration of the Subscription Services or a similar arrangement, or claims or demands by Employees and/or beneficiaries, unless the Losses are directly attributable to TASC’s gross negligence or willful misconduct in connection with the performance of the Subscription Services. Each Party’s indemnification obligations are conditioned on the following: (i) if process is served, the indemnified Party providing written notice to the other Party within five (5) business days of receiving service of process regarding an indemnifiable event, (ii) if the Party receiving indemnification is required to make any admission or pay any consideration as part of a settlement, no settlement shall be made without such Party’s consent, and (iii) the indemnified Party cooperating in the defense and/or settlement of the indemnifiable event. Subject to the limitations set forth in this TASC USA, the Parties’ indemnification obligations hereunder shall survive the termination of this TASC USA.
Indemnification Limitations of Liability i) Cognigen shall indemnify, defend and hold CST harmless from and against any and all claims, demands, suits, judgments, losses or expenses, including reasonable attorney's fees resulting from any act and/or omission of Cognigen, its agents, servants or representatives while engaged in, or in connection with, the discharge or performance of the obligations to be done or performed by Cognigen hereunder or otherwise arising out of or related to the transactions contemplated hereby.
Indemnification Limitations of Liability. Each Party (an “lndemnifying Party”) shall protect, defend, indemnify and hold harmless the other Party and such other Party's employees, directors and agents (each, an “Indemnitee”) from and against losses, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees) resulting from any third party claims brought against any Indemnitees solely arising out of any material breach by the Indemnifying Party of this Agreement or the willful or grossly negligent failure of Indemnifying Party to comply with the applicable terms of HIPAA. The application of the foregoing indemnity is conditional upon the Indemnitee: (i) notifying lndemnifying Party in writing of any such claim promptly; (ii) providing reasonable cooperation; (iii) granting lndemnifying Party full authority to defend or settle the claim; and (iv) not making any settlement in respect of the claim or taking any action which may prejudice lndemnifying Party’s defense of the claim. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY PART THEREOF, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. EXCEPT FOR (I) ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY OR (II) FOR THE INDEMNIFICATION OBLIGATIONS HEREUNDER, THE TOTAL LIABILITY OF EITHER PARTY TO THE OTHER PARTY OR TO ANY THIRD PARTY IN CONTRACT, TORT OR OTHERWISE UNDER THIS AGREEMENT, SHALL NOT EXCEED FOR EVERY EVENT OR SERIES OF CONNECTED EVENTS, THE AMOUNT OF FEES PAID BY COVERED ENTITY TO BUSINESS ASSOCIATE FOR BUSINESS ASSOCIATE’S PERFORMANCE OF SERVICES UNDER THE SERVICES AGREEMENT.
Indemnification Limitations of Liability. Consultant agrees to defend, indemnify and hold harmless Xxxxx, its officers, directors, agents and employees (collectively, “Xxxxx Indemnitees”) from and against any and all third party claims, actions, damages, costs, expenses (including reasonable attorneys’ fees), losses or liabilities of any nature incurred or asserted against the Xxxxx Indemnitees arising out of or related to (a) the negligence, fraud, or misconduct of Consultant, (b) any breach of warranty by Consultant, or (c) failure of Consultant to comply with the terms hereof. Neither Xxxxx nor its Affiliates, partners, agents, clients or its or their employees (including Xxxxx Indemnitees) shall be liable hereunder for any consequential or indirect loss or damage or any other special or incidental damages incurred or suffered by Consultant. The waiver and disclaimer of liability expressed herein shall survive termination or expiration of this Agreement, and shall apply whether in contract, equity, tort or otherwise, and shall extend to the Xxxxx Indemnitees, and the agents of Xxxxx, and their respective officers and employees.
Indemnification Limitations of Liability. Each Party shall indemnify, defend, and hold harmless the other party from and against any loss, liability, claim, or action (whether or not meritorious), to persons, property, or third parties (“Loss”), to the extent that such Loss (a) arises out of the breach of any of the warranties or covenants set forth in this Agreement; or (b) was caused by the negligence or intentional wrongdoing of the indemnifying party or its agents, subcontractors, or Affiliates. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES.
Indemnification Limitations of Liability. Client agrees to solely provide GRS services to their End Customers. This Agreement does not enable Client to sell GRS services to any other third party, who in turn may resell GRS services a second time to their own end customers. This is a one-step distribution agreement; if Client breaches this aspect of this Agreement in any way, GRS reserves the right to terminate this Agreement immediately, at its sole discretion If it is determined that the unlawful access to the GRS and Client’s systems is at the Client level, all IT and related support services are required to isolate, resolve, repair and secure the Client’s data and Float Account transactions will be undertaken, at Client’s expense. GRS shall undertake all required steps to help close off intruder access, work to cancel any fraudulent points issued or reward redemptions at the GRS supplier level and in general work to protect Client’s intellectual property. All costs related to resolving these issues shall be charged back to Client at GRS’ contracted IT rates. This policy is based on identifying the cause of the breach as being at the Client level. This breach could occur as a result of any number of scenarios including: exposing user credentials through malware or any other method thereby which would enable intruder access. Client additionally agrees to maintain a Cyber Insurance Policy which shall be in a sufficient amount to cover any Client liability or any breaches by the Client of this Agreement.
Indemnification Limitations of Liability. (1) Paragon shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify and hold harmless the SBA and its officers, agents, and employees, from third party suits, actions, damages, and costs of every name and description, including reasonable attorneys’ fees and costs, arising from or relating to personal injury alleged to be caused in whole or in part by the negligent act or omission of Paragon, its agents, employees, partners, or subcontractors, provided, however, that Paragon shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the SBA.
Indemnification Limitations of Liability. § 9.1 By Seller. Seller shall defend, indemnify, and hold harmless Customer, its Affiliates and its and their officers, directors, employees, agents, successors and assigns from and against all Losses resulting from any third-party claim, suit, action or proceeding (each, a “Claim”) that, if true, would establish:
Indemnification Limitations of Liability. 6.1 Each party hereby agrees to indemnify, defend and hold harmless the other party and its officers, directors, agents, employees and affiliates from and against any and all losses arising out of, relating to or resulting from third party claims relating to (i) such party’s gross negligence or willful misconduct relating to this Agreement, (ii) such party’s breach of this Agreement, or (iii) the provision of Services by such party that infringes, violates or misappropriates a valid third party patent, copyright or other proprietary right.
Indemnification Limitations of Liability a. The Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify and hold harmless the SBA and its officers, agents, and employees, from third party suits, actions, damages, and costs of every relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that the Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the SBA.
