Common use of Indemnification Limitations of Liability Clause in Contracts

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.

Appears in 3 contracts

Samples: Tasc Universal Subscription Agreement, Tasc Universal Subscription Agreement, Tasc Universal Subscription Agreement

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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 assessmentsassess- ments, 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 connec- tion 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.

Appears in 2 contracts

Samples: Tasc Universal Subscription Agreement, Tasc Universal Subscription Agreement

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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. This TASC USA and all documents incorporated herein are Confidential and can only be used by the Parties, their employees and representatives for their intended purpose. TC-6066-042118 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.

Appears in 1 contract

Samples: Tasc Universal Subscription Agreement

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