Indemnity Limitation of Liability and Insurance Sample Clauses

Indemnity Limitation of Liability and Insurance. 8.1 The parties shall indemnify, defend and hold each other, their affiliates and their respective officers, directors and employees, harmless from and against any and all liability or expense in connection with any cause of action or claims of third parties arising out of the negligence or willful misconduct or related to acts, omissions, or performance hereunder, of the indemnifying party, its employees, agents and subcontractors, or the breach of any representations or warranties provided herein. The indemnifying party's obligations hereunder are conditioned upon the party seeking indemnification (i) providing the other with timely notice of any claim or cause of action for which such party seeks indemnity, provided however, any failure or delay in providing such notice shall not relieve the indemnifying party of its indemnity obligation except to the extent that defense of the claim or cause of action is materially prejudiced, (ii) granting the indemnifying party full and complete information and reasonable assistance necessary for the indemnifying party to defend, settle, or avoid the cause of action or claim, and (iii) giving the indemnifying party sole control of the defense or settlement of the cause of action or claim, provided that the indemnified party may participate in such defense or settlement with counsel of its own selection and at its own expense. Neither party shall, without the prior written consent of the other party, effect any settlement of any pending or threatened action in respect of which other party is or could have been a party and Indemnity could have been sought hereunder by the other party unless such settlement:
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Indemnity Limitation of Liability and Insurance. 16.1. FLUENT SHALL, DURING THE TERM OF THIS AGREEMENT, MAINTAIN EMPLOYER'S LIABILITY, THIRD PARTY LIABILITY, PRODUCT LIABILITY AND PROFESSIONAL NEGLIGENCE INSURANCE COVER IN RESPECT OF ITS LIABILITIES ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT, SUCH PROFESSIONAL NEGLIGENCE COVER TO BE TO A MAXIMUM VALUE OF £500,000 AND WITH A Fluent Communications Terms and Conditions with SLA – v1 (Jul 2024) reputable insurance company. Fluent shall on request supply copies of the relevant certificates of insurance to the Client as evidence that such policies remain in force. Fluent undertakes to use reasonable commercial efforts to pursue claims under such insurance policies.
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Indemnity Limitation of Liability and Insurance. 67.1 The Customer and the Card Holder indemnify Rabbit Hole Kid’s Playcentre and any related entity or person, their servants or agents, against any claim, cost, loss, damage or liability howsoever arising which relates in any way to the Function, any related thing arising prior to, during or after the Function, these Terms and Conditions and anything governed by them or any part of the services contemplated (“Services”), including any liability which Rabbit Hole Kid’s Playcentre cannot or has not excluded under these Terms and Conditions.
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Indemnity Limitation of Liability and Insurance. 16.218.1 Indemnity, Consequential Damages And Insurance.
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Indemnity Limitation of Liability and Insurance. 12.1 The Service Provider indemnifies SABS against:
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Indemnity Limitation of Liability and Insurance. 16.1 Randstad shall, during the term of this Agreement, maintain employer’s liability cover in respect of its liabilities arising out of or connected with this Agreement, such cover to be to a value of £5,000,000 and with an insurance company of repute. Randstad shall on request supply copies of the relevant certificates of insurance to the Client as evidence that such policies remain in force. Randstad undertakes to use reasonable commercial efforts to pursue claims under such insurance policies.
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Indemnity Limitation of Liability and Insurance. 18.1Indemnity. Except as provided in Appendix C, NYSEG or TrAILCo (the “Indemnifying Party”) shall at all times indemnify, defend, and save harmless, as applicable, the other Parties (each an “Indemnified Party”) from, any and all Losses arising out of or resulting from (i) the Indemnifying’s Party’s Breach, negligence, or intentional wrongdoing under this Agreement, except in cases where the Indemnifying Party can demonstrate that the Loss of the Indemnified Party was caused (in whole or in part) by the gross negligence or intentional wrongdoing of the Indemnified Party or (ii) the violation by the Indemnifying Party of any Environmental Law or the release by the Indemnifying Party of any Hazardous Substance. TrAILCo shall provide an additional, independent indemnity to NYSEG in accordance with the provisions of Section C(10) of Appendix C, and any conflict between that provision of Appendix C and this Article 18 shall be resolved in favor of Section C(10) of Appendix C.
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Indemnity Limitation of Liability and Insurance. 13.1 The Paion Parties shall indemnify, defend and hold Licensors and their Affiliates and each of their respective officers, directors, employees and agents and subject to Clause 13.2, Harvard University and its current or former directors, governing board members, trustees, officers, faculty, medical and professional staff, employees, students, and agents and their respective successors, heirs and assigns (collectively, the "Harvard Indemnitees") harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees and costs of investigation and litigation, regardless of outcome) resulting from Third Party claims arising out of:
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Indemnity Limitation of Liability and Insurance 
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Related to Indemnity Limitation of Liability and Insurance

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Warranty; Limitation of Liability Dade Behring warrants that the Equipment and Hemostasis Patient Reportable Tests are free from defects in material and workmanship and the Hemostasis Patient Reportable Tests conform to the product inserts which accompany them. Dade Behring warrants that it will comply with all applicable federal laws and regulations related to the Equipment, Maintenance and Tests including all regulations of the FDA. Dade Behring further warrants that any Equipment/Supply price breakdowns which are requested by Customer and provided by Dade Behring are correct and can be relied upon by Customer in preparing Customer’s Medicare Cost Reports and related documentation. Except as expressly stated in this Agreement, DADE BEHRING MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR PARTICULAR PURPOSE. Neither party shall have any liability to the other parties (or their Assignee) for any special, consequential or incidental damages, and neither DBFS or its Assignee will be responsible to you for any problem or claim in connection with (i) the use, operation or performance of the Equipment or Tests; (ii) any interruption of service, loss of business or anticipated profits; or (iii) the delivery, servicing maintenance, repair or replacement of the Equipment or Tests. Dade Behring’s sole liability on any claim relating to performance of the Equipment and Tests, whether in cost, contract or warranty shall be limited to repairing or replacing the Equipment at its option. DBFS HAS NOT MANUFACTURED THE EQUIPMENT OR THE HEMOSTASIS PATIENT REPORTABLE TESTS AND EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, MERCHANTABILITY, OR FITNESS FOR ANY PURPOSE IN CONNECTION WITH THE EQUIPMENT OR THE TESTS. You will not make any claim against DBFS (or its Assignee) for any special, consequential or incidental damages, and neither DBFS nor an Assignee of DBFS will be responsible to you for any problem or claims in connection with (i) the use, operation or performance of the Equipment or Tests; (ii) any interruption of service, loss of business or anticipated profits; or (iii) the delivery, servicing maintenance, repair or replacement of the Equipment or Tests.

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