INDEMNITIES, LIABILITIES AND INSURANCE Sample Clauses

INDEMNITIES, LIABILITIES AND INSURANCE. 12.1 Each Party shall indemnify the other Party against any Loss (excluding Indirect Loss) suffered or incurred by the indemnified Party arising out of or in connection with:
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INDEMNITIES, LIABILITIES AND INSURANCE indemnities Subject to clauses 35.2 and 35.3, the Supplier shall indemnify the Commissioner and keep the Commissioner indemnified fully against all Losses (including legal fees) which may arise out of, or in consequence of, any IPR Claim. LIMITATIONS of LIABILITY Neither Party excludes or limits liability to the other Party for: death or personal injury caused by its negligence or that of its employees, agents or sub-contractors (as applicable); or Fraud or fraudulent misrepresentation by it or its employees; or any breach of any obligations as to title implied by Section 2 of the Supply of Goods and Services Act 1982. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Commissioner or by breach by the Commissioner of its obligations under this Agreement. Subject always to clause 35.1, the Supplier's liability for Defaults shall be subject to the following financial limits: in respect of the indemnity in clause 10.2 (Tax) and the indemnity in clause 34.1 for all Losses (including legal fees) which may arise out of, or in consequence of, any IPR Claim, shall be unlimited; in respect of all other Defaults (other than those governed by clause 35.3.1) shall in no event exceed the greater of 150% per cent of the Contract Price paid or payable by the Commissioner to the Supplier in the year in which the liability arises. Subject always to clause 35.1, the Commissioner's total aggregate liability under this Agreement, in addition to its obligation to pay the Contract Price, shall in no event exceed £10,000. Subject always to clause 35.1, in no event shall either Party be liable to the other for any: loss of profits, business, revenue or goodwill; and/or indirect, special or consequential loss or damage. Subject to clause 35.3 the Commissioner may recover as a direct loss: any additional operational, marketing, public relations and/or administrative costs and expenses arising from the Supplier's Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the Commissioner arising from the Supplier's Default; the additional cost of procuring Replacement Services for the remainder of the Term; and/or any anticipated savings. Insurance Requirements The Supplier shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be inc...
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INDEMNITIES, LIABILITIES AND INSURANCE. 38.1 The Contractor shall indemnify and keep indemnified the Authority against all claims, proceedings, actions, damages, legal costs expenses and any other liabilities which may arise out of, or in consequence of, the performance or non-performance by the Contractor of its obligations under the Contract or the presence of the Contractor or any Staff or sub-contractors on the Premises, including in respect of any death or personal injury, or loss of or damage to property or premises, which is caused directly or indirectly by any act or omission of the Contractor. This Condition 38.1 shall not apply to the extent that the Contractor is able to demonstrate that such death or personal injury, or loss of or damage, was not caused or contributed to by his negligence or default, or the negligence or default of his staff or sub-contractors or by any circumstances within his or their control.
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INDEMNITIES, LIABILITIES AND INSURANCE. 35.16 Although the values and limits detailed at 35.5 – 35.7 will be applied on most occasions the Authority retains the right to change the values based on requirement and location. Should it be deemed necessary to change the values the Contractor will be advised in the mini-tender exercise subsequently conducted. APPENDIX 6 APPLICABLE MoD DEFCONS DEFCON 76 (Edn12/06) - Contractor’s Personnel at Government Establishments DEFCON 502 (Edn 09/97) - Specifications DEFCON 503 (Edn 07/05) - Amendments DEFCON 513 (Edn 05/07) - Value Added Tax DEFCOM 522 (Edn 07/99) - Payment DEFCON 522J (Edn 05/03) - Payment under P2P (only to be utilised when appropriate to both parties DEFCON 523 (Edn 03/99) - Payment of Bills Using the Bankers Automated Clearing Services (BACS) DEFCON 528 (Edn 10/04) - Overseas Expenditure and Import Licences DEFCON 531 (Edn 05/05) - Disclosure of Information e following narrative conditions are to be included for Ministry of Defence orders against the DWP Framework:-
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Related to INDEMNITIES, LIABILITIES AND INSURANCE

  • Indemnities and Insurance The indemnities and insurance requirements set forth in Articles 16 and 17, respectively, will apply to Indemnitees and LESSOR's representatives during return of the Aircraft, including the ground inspection and acceptance flight. With respect to the acceptance flight, LESSOR's representatives will receive the same protections as LESSOR on LESSEE's Aviation and Airline General Third Party Liability Insurance.

  • Liabilities and Indemnities The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor shall maintain all proper insurance arrangements to cover liabilities arising from its conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor shall provide the Participating Site such evidence of its insurance maintained pursuant to clause 5.1 as the Participating Site shall from time to time reasonably request. In no circumstances shall either Party be liable to the other Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of the other Party. Subject to Clauses 5.5 and 5.6 the Participating Organisation’s liability to the Sponsor arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6,8,10 or 11 the Participating Organisation’s liability to the Sponsor arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of either Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of either Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

  • LIABILITIES AND INDEMNITY 5.1 In the event of any claim or proceeding in respect of personal injury made or brought against the Trust by a Clinical Trial Subject, the Sponsor shall indemnify the Trust, its servants, Agents and employees in accordance with the terms of the indemnity set out at Appendix 4 hereto.

  • LIABILITIES AND INDEMNIFICATION SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with:

  • Liability Indemnification and Insurance 9.1 Each Party's obligations and liabilities to the other arising out of or in connection with the provision of the Services and any other services provided hereunder shall be only those expressly set out in this Agreement together with those obligations which are implied by law but only to the extent that they cannot be restricted, limited or excluded;

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

  • Insurance and Indemnities 15.1 The Service Provider shall maintain the following insurances for the duration of the contract:

  • LIABILITY, INDEMNITY AND INSURANCE 9.1.1 Nothing in this Contract shall be construed to limit or exclude either Party's liability for:-

  • Liabilities and Remedies 57.7.1 If CLEC or an employee, agent or contractor of CLEC, at any time breaches a provision of this Section 57 and such breach continues after notice thereof from CenturyLink, then, except as otherwise required by Applicable Law, CenturyLink shall have the right, upon notice to CLEC, to suspend or terminate the right to use CenturyLink OSS services granted by Section 57.1 above and/or the provision of CenturyLink OSS services, in whole or in part.

  • Indemnification and Insurance (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

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