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 will indemnify, defend, and hold the other party and its respective officers, directors and employees harmless from any third party claims, losses, injuries, or other damages (including reasonable attorney’s fees) arising out of the negligence or willful misconduct of the indemnifying party in its performance relating to this Agreement. Company will further indemnify, defend, and hold EIC and its officers, directors and employees harmless from any third party claims, losses, injuries, or other damages (including reasonable attorney’s fees) arising out of the events marketed, advertised or provided by Company. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAMME IS PROVIDED “AS IS” WITH ALL FAULTS, AND EIC DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PROGRAMME, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EIC BE LIABLE TO COMPANY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES RELATED TO DELAYS, LOSS OF BUSINESS, REVENUE, OR PROFITS) IN CONNECTION WITH THIS AGREEMENT, USE OR INABILITY TO USE THE PROGRAMME, UNDER ANY LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EIC BE LIABLE FOR ANY THIRD PARTY CLAIM. LIABILITY FOR DAMAGES SHALL BE LIMITED AND/OR EXCLUDED AS PROVIDED IN THIS AGREEMENT, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. EIC’S TOTAL LIABILITY FOR ANY ACTUAL OR ALLEGED DAMAGES ARISING OUT OF, BASED ON OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO THE GREATER OF THE AMOUNT OF FEES (IF ANY) ACTUALLY PAID OR OWED BY COMPANY DURING 12 MONTH PERIOD IMMEDIATELY PRIOR TO A CLAIM OR $1,000.
Indemnification Limitations of Liability. Consultant agrees to defend, indemnify and hold harmless Fxxxx, its officers, directors, agents and employees (collectively, “Fxxxx 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 Fxxxx 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 Fxxxx nor its Affiliates, partners, agents, clients or its or their employees (including Fxxxx 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 Fxxxx Indemnitees, and the agents of Fxxxx, 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. Contractor shall defend, indemnify and hold harmless the State of Montana and the contracting agency hereunder and their elected and appointed officials, agents, and employees, while acting within the scope of their duties as such, from and against all claims, demands, causes of action, liabilities, damages, judgments, expenses or fees, including the reasonable cost of defense thereof and attorney fees, arising or awarded in favor of Contractor's or its subcontractor’s employees or agents or third parties for bodily or personal injuries, death, damage to property, or financial or other loss resulting or allegedly resulting in whole or part from (i) the services performed or products provided or (ii) other acts or omissions of Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of State.
Indemnification Limitations of Liability. Vendor/Sponsor agrees to protect, indemnify, and hold harmless Miami Tax Convention, its directors, officers, agents, and employees, as well as the MACC-Miami Airport Convention Center, its directors, officers, agents, and employees (collectively, the “Indemnified Parties”), from and against claims or losses arising out of or resulting from any third-party claim alleging breach by the Indemnified Parties, of any representations or warranties set forth in this Agreement—including any damages or charges imposed for violation of any law or ordinance whether occasioned by the negligence of Vendor/Sponsor or those acting on behalf of the Vendor/Sponsor. Vendor/Xxxxxxx agrees to strictly comply with the applicable terms contained in the agreement between the Indemnified Parties regarding the premises and property of the Indemnified Parties. Additionally, Vendor/Xxxxxxx agrees to be responsible for, indemnify, and hold harmless the Indemnified Parties from any and all losses, damages, theft, costs, expenses (including attorney's fees), personal injury, death and/or any other claims arising from or related to any act or omission by the Vendor/Sponsor or its officers, agents, guests, representatives or employees during the duration of the Miami Tax Convention. Vendor/Sponsor bears full and complete responsibility for the safety of its property from theft, damage, accident, or other causes. It is the Vendor/Sponsor's responsibility to comply with any additional requirement, policy or procedure imposed by the Indemnified Parties. IN NO EVENT SHALL THE COMPANY BE LIABLE TO VENDOR/SPONSOR OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT INSTRUCTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE PURSUANT TO THESE TERMS IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These indemnification and limitation of liability provisions shall survive the term of thi...
Indemnification Limitations of Liability. 11.1 Except to the extent caused by the negligent or wrongful acts or omissions of the Party seeking indemnification hereunder, and subject to the limitations in Section 11.2, Section 11.3 and Section 11.4 below, each Party shall defend, indemnify and hold harmless the other Party, its Affiliates, and their respective officers, directors, employees, customers, agents and representatives from and against any and all Losses arising out of or relating to: (i) material breach of any obligation, representation or warranty under this Agreement by the indemnifying Party; or (ii) any negligent act or omission of the indemnifying Party or its employees, contractors or agents in performance of its obligations hereunder.
Indemnification Limitations of Liability. Indemnification
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:
