Indemnities/Limitation of Liability. (a) Each Participant shall indemnify the other Participant, its directors, officers, employees, agents and attorneys, or Affiliates (collectively "Indemnified Participant") from and against the entire amount of any Loss. A "
Indemnities/Limitation of Liability. 6.5 Subject to Section 6.6, each party will indemnify the other party, its directors, officers, employees, agents, attorneys and Affiliates (collectively "Indemnified party") from and against the entire amount of any Material Loss. A "Material Loss" will mean all costs, expenses, damages or liabilities, including attorneys' fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a party ("Indemnifying party") of any representation, warranty or covenant contained in this Agreement which amounts, in the aggregate, to at least $1,000,000. If any claim or demand is asserted against an Indemnified party in respect of which such Indemnified party may be entitled to indemnification under this Agreement, the Indemnified party will promptly give Notice of such claim or demand to the Indemnifying party. The Indemnifying party will have the right, but not the obligation, by notifying the Indemnified party after its receipt of the Notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified party to participate, at the Indemnified party's expense and with counsel of the Indemnified party's choice), the defence, compromise, or settlement of the matter, including, at the Indemnifying party's expense, employment of counsel of the Indemnifying party's choice. Any damages to the assets or business of the Indemnified party caused by a failure by the Indemnifying party to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner, after the Indemnifying party has given Notice that it will assume control of the defence, compromise, or settlement of the matter, will be included in the damages for which the Indemnifying party will be obligated to indemnify the Indemnified party. Any settlement or compromise of a matter by the Indemnifying party will include a full release of claims against the Indemnified party which have arisen out of the indemnified claim or demand. Exception
Indemnities/Limitation of Liability. 27.1The Provider shall indemnify and keep indemnified the Authority against all actions, proceedings, costs, claims, demands, liabilities, losses and expenses whatsoever whether arising in tort (including negligence) default or breach of this agreement, to the extent that any such loss or claim is due to the breach of contract, negligence, wilful default or fraud of itself or of its employees or of any of its Representatives or sub-contractors save to the extent that the same is directly caused by or directly arises from the negligence, breach of this agreement or applicable law by the Authority or its Representatives (excluding any Provider's Personnel).
Indemnities/Limitation of Liability. 6.1 The Client shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services.
Indemnities/Limitation of Liability. (a) Each Party shall indemnify the other Party, its officers, directors, agents, employees and its Affiliates (collectively, the "Indemnified Party") from and against any Material Loss. A "
Indemnities/Limitation of Liability. Each Party shall indemnify, defend and hold harmless the other Party, its managers, members, directors, officers, employees, agents and attorneys-in-fact, or Affiliates (collectively, “Indemnified Party”) from and against the entire amount of any Material Loss. A “Material Loss” means all costs, expenses, damages, fines, penalties or liabilities, including attorneys’ fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a Party (“Indemnifying Party”) of any representation, warranty or covenant contained in this Agreement. A Material Loss shall not be deemed to have occurred until, in the aggregate, an Indemnified Party incurs losses, costs, damages or liabilities in excess of ten thousand dollars ($10,000) (the “Indemnification Threshold”) relating to breaches of warranties, representations and covenants contained in this Agreement. Once the Indemnification Threshold is reached, the Indemnifying Party shall be liable for the entire amount of the Material Loss.
Indemnities/Limitation of Liability a. USWM shall keep BPL, its Affiliates and their respective officers, directors, employees and representatives (each a “BPL Indemnified Person”) fully and effectually indemnified against all Third Party claims that may be asserted against or suffered by any BPL Indemnified Person and which relate to or arise in connection with:
Indemnities/Limitation of Liability. 4.4 Each party will indemnify the other party, its directors, officers, employees, agents, attorneys and Affiliates (collectively “Indemnified party”) from and against the entire amount of any Material Loss. A “
Indemnities/Limitation of Liability. (a) In addition to the indemnities set forth in Sections 4.8 and 4.9, each Member shall indemnify the other Member, its officers, directors, agents, employees and its Affiliates (collectively the "Indemnified Member") from and against any Material Loss. "
Indemnities/Limitation of Liability. (a) Each P a r t i c i p a n t s h a l l i n d e m n i f y t h e o t h e r P a r t i c i p a n t , i t s d i r e c t o r s , officers, employees, agents and attorneys, or Affiliates (collectively "Indemnified
