Common use of Liability & Indemnity Clause in Contracts

Liability & Indemnity. The Advisor is not and never shall be liable to any creditor of the Trust. In addition to the compensation and expenses that the Trust has agreed to pay for the services to be performed pursuant to this Agreement, the Trust agrees: (i) to indemnify and hold the Advisor (which term for the purposes of this Agreement includes its controlling persons, members, directors, officers, employees, agents and representatives) harmless against and from all losses, claims, damages or liabilities, joint or several (and all action, claims, proceeds and investigations in respect thereof), to which the Advisor may become subject in connection with its performance of the services described in this Agreement, (ii) that the Advisor will not be culpable for and will have no liability to the Trust for or with respect to any and all losses, claims, damages or liabilities, joint or several, of the Trust incurred in connection with the Advisor’s performance of the services described in this Agreement, and (iii) in each case, to reimburse the Advisor for all reasonable legal and other out-of-pocket expenses (including the cost of investigation and preparation) as and when incurred by the Advisor arising out of or in connection with any action, claim, proceeding or investigation (whether initiated or conducted by the Trust or any other party) in connection therewith, whether or not resulting in any liability (and whether or not the Advisor is a defendant in, or target of, any such action, claim, proceeding or investigation); provided, however, that the Trust shall not be liable to the Advisor pursuant to clauses (i) and (iii) above and the Trust’s exculpation of the Advisor pursuant to clause (ii) above shall not apply in any such case to the extent that any such loss, claim, damage or liability is found in a final judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the Advisor or any other indemnified person hereunder or a material breach of this Agreement, in which case any amounts paid and any expenses reimbursed under clause (iii) above shall be refunded. If for any reason the foregoing indemnification (including reimbursement pursuant to clause (iii) above) or the exculpation is unavailable to the Advisor or insufficient to hold it harmless (other than by reason of the proviso to the preceding sentence), then the Trust shall contribute to the amount paid or payable by the Advisor as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Trust on the one hand and the Advisor on the other hand but also the relative fault of the Trust and the Advisor as well as any relevant equitable considerations, provided that, in no event, will the Advisor’s aggregate contribution hereunder exceed the amount of compensation actually received by the Advisor pursuant to this Agreement. The indemnity, exculpation, reimbursement and contribution obligations of the Trust under this paragraph shall be paid pursuant to and in accordance with the priorities set forth in Section 8.02(d)(16) of the Indenture and shall be in addition to any liability which the Trust may otherwise have, shall survive any termination of this Agreement and shall be binding upon and extend to the benefit of any successors, assigns and representatives of the Trust and the Advisor.

Liability & Indemnity. The Advisor is not AMISP hereby agrees to indemnify [Utility], for all conditions and never shall be liable situations mentioned in this Article, in a form and manner acceptable to [Utility]. The AMISP agrees to indemnify [Utility] and its officers, servants, agents (“[Utility] Indemnified Persons”) from and against any creditor costs, loss, damages, expense, claims including those from third parties or liabilities of any kind howsoever suffered, arising or incurred inter alia during and after the Contract Period out of: any negligence or wrongful act or omission by the AMISP or its agents or employees or any third Party associated with AMISP in connection with or incidental to this Contract; or any infringement of patent, trademark/copyright or industrial design rights arising from the use of the Trustsupplied Solution or any part thereof. In addition The AMISP shall also indemnify [Utility] against any privilege, claim or assertion made by third party with respect to right or interest in, ownership, mortgage or disposal of any asset, property, movable or immovable as mentioned in any Intellectual Property Rights, licenses and permits. Without limiting the compensation generality of the provisions of the Article 12.1 and expenses that the Trust has agreed to pay for the services to be performed pursuant to this Agreement12.2, the Trust agrees: (i) to indemnify AMISP shall fully indemnify, hold harmless and hold the Advisor (which term for the purposes of this Agreement includes its controlling personsdefend [Utility] Indemnified Persons from and against any and all suits, membersproceedings, directors, officers, employees, agents and representatives) harmless against and from all lossesactions, claims, demands, liabilities and damages which [Utility] Indemnified Persons may hereafter suffer, or liabilities, joint or several (and all actionpay by reason of any demands, claims, proceeds and investigations in respect thereof)suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, to which the Advisor may become subject in connection with its performance of the services described in this Agreementcopyrights or other intellectual property, (ii) that the Advisor will not be culpable for and will have no liability to the Trust for proprietary or confidentiality rights with respect to any and all lossesthe Solution, claimsinformation, damages design or liabilities, joint process supplied or several, of the Trust incurred in connection with the Advisor’s performance of the services described in this Agreement, and (iii) in each case, to reimburse the Advisor for all reasonable legal and other out-of-pocket expenses (including the cost of investigation and preparation) as and when incurred used by the Advisor arising out of AMISP in performing the AMISP’s obligations or in connection with any action, claim, proceeding way incorporated in or investigation (whether initiated or conducted by the Trust or any other party) in connection therewith, whether or not resulting in any liability (and whether or not the Advisor is a defendant in, or target of, any such action, claim, proceeding or investigation); provided, however, that the Trust shall not be liable related to the Advisor pursuant to clauses (i) and (iii) above and the Trust’s exculpation of the Advisor pursuant to clause (ii) above shall not apply Project. If in any such case suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the AMISP shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the extent that suspension of the injunction or restraint order. If, in any such losssuit, claimaction, damage claim or liability proceedings, the Solution or any part thereof or comprised therein, is found in held to constitute an infringement and its use is permanently enjoined, the AMISP shall promptly make every reasonable effort to secure for [Utility] a final judgment by a court of competent jurisdiction license, at no cost to have resulted from the gross negligence[Utility], bad faith or willful misconduct authorizing continued use of the Advisor or any other indemnified person hereunder or a material breach of this Agreement, in which case any amounts paid and any expenses reimbursed under clause (iii) above shall be refundedinfringing work. If for any reason the foregoing indemnification (including reimbursement pursuant AMISP is unable to clause (iii) above) secure such license within a reasonable time, the AMISP shall, at its own expense, and without impairing the specifications and standards, either replace the affected work, or the exculpation is unavailable to the Advisor part, or insufficient to hold it harmless (other than by reason of the proviso to the preceding sentence), then the Trust shall contribute to the amount paid or payable by the Advisor as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Trust on the one hand and the Advisor on the other hand but also the relative fault of the Trust and the Advisor as well as any relevant equitable considerations, provided that, in no event, will the Advisor’s aggregate contribution hereunder exceed the amount of compensation actually received by the Advisor pursuant to this Agreement. The indemnity, exculpation, reimbursement and contribution obligations of the Trust under this paragraph shall be paid pursuant to and in accordance with the priorities set forth in Section 8.02(d)(16) of the Indenture and shall be in addition to any liability which the Trust may otherwise have, shall survive any termination of this Agreement and shall be binding upon and extend to the benefit of any successors, assigns and representatives of the Trust and the Advisorprocess thereof.

Liability & Indemnity. The Advisor Centre shall indemnify, defend, and hold harmless Sponsor and its Affiliates, and their respective officers, directors, shareholders, employees, agents, representatives, successors and assigns from and against any claims, demands, actions, settlements, judgments, costs and expenses which may be incurred (including reasonable costs and attorneys’ fees) arising out of any breach by the Centre or the Principal Investigator of any term or provision of this Agreement, or any negligence or wilful misconduct by the Centre, the Principal Investigator or their personnel in the performance thereof. The Principal Investigator will cooperate with Xxxxx in collection of all requisite Documents and completion of required process for Insurance claims for Compensation of claims towards Clinical Trial Liability Policy taken by Xxxxx. For clarity, the general product liability of Xxxxx for the Study Devices remains unaffected by Article 8.1 above. Xxxxx undertakes to indemnify, defend or cover costs for defence and release from liability (“Indemnify”) the investigators (including the Principal Investigator) associated with the Study, Institution, any institution in which the Study is not and never shall be liable performed, their management staff, representatives (collectively referred to as the “Indemnified Parties”) in relation to any creditor claim of a third party regarding compensation for damages, costs, liabilities, expenses, including costs for legal representation of the Trust. In addition Indemnified Parties, incurred as a result of a damage to the health of Research Subjects. From this agreement on compensation for damages are excluded all claims for Indemnification arising from (a) non-adherence by the Indemnified Parties to the Protocol or the written instructions of Xxxxx on the side of the Indemnified Parties; (b) non-adherence by the Indemnified Parties to any applicable law of the Czech Republic; or from (c) negligence or willful misconduct by the Indemnified Parties. The Institution and expenses the Principle Investigator are obliged to immediately inform Xxxxx about any claim that is subject to Indemnification and cooperate closely with Xxxxx on its resolution Article 9: Expiration and termination This Agreement shall come into effect upon the Trust has agreed to pay for Effective Date and shall remain in force till the services to be performed Study is completed and the Parties have discharged their obligations pursuant to this Agreement, unless otherwise stated herein. Consistent with Article 1.2 and the Trust agrees: Protocol, the Parties expect this Agreement to expire after five years from the day of “Site Close-out Visit” at the Institute by the Sponsor that is indicative of completion of participation of the Principal Investigator and the Centre in the Study. Notwithstanding Article 9.1, Sponsor may terminate this Agreement at any time upon thirty (i30) days written notice to indemnify and hold the Advisor Centre. The notice period begins from the day after the receipt of the Termination Notice at the Centre. Either Party may terminate this Agreement upon thirty (which term for 30) days prior written notice, if the purposes other Party is in material default of this Agreement includes its controlling persons, members, directors, officers, employees, agents and representatives) harmless against and Agreement. The notice period begins from all losses, claims, damages or liabilities, joint or several (and all action, claims, proceeds and investigations in respect thereof), to which the Advisor may become subject in connection with its performance day after the receipt of the services described in this Agreement, (ii) that Termination Notice by the Advisor will not be culpable for and defaulting Party. The defaulting Party will have no liability thirty (30) days period to cure such default. In case the default is not cured by the defaulting Party within the 30 days time period then the other Party will or may send a further notice to the Trust defaulting Party for or with respect to any and all losses, claims, damages or liabilities, joint or several, termination of the Trust incurred contract and in connection with such a case the Advisor’s performance termination will be effective from the day of the services described in this Agreement, and (iii) in each case, to reimburse the Advisor for all reasonable legal and other out-of-pocket expenses (including the cost receipt of investigation and preparation) as and when incurred notice by the Advisor arising out defaulting Xxxxx.Xx the event of or in connection with any actionsuch termination, claim, proceeding or investigation (whether initiated or conducted by Xxxxx shall pay the Trust or any other party) in connection therewith, whether or not resulting in any liability (and whether or not the Advisor is a defendant in, or target of, any such action, claim, proceeding or investigation); provided, however, that the Trust shall not be liable accrued fees due to the Advisor pursuant Centre based on work duly performed up to clauses (i) termination date. The Centre is authorized to terminate this Agreement by written notice, if, as a result of impediments occurring independent of its will, for a long period of time, the Centre is unable to complete the Clinical Trial without adversely affecting its main function, which is the provision of health care services. The withdrawal term is of 30 days and (iii) above begins on the day following the date when the written notice is received by Xxxxx and the Trust’s exculpation of the Advisor pursuant to clause (ii) above shall not apply in any such case to the extent that any such loss, claim, damage Principal Investigator. Upon expiration or liability is found in a final judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the Advisor or any other indemnified person hereunder or a material breach termination of this Agreement, all documentation and information, in which case any amounts paid whatever medium, related to the Study, including, without limitation, all Results, data, reports and any expenses reimbursed under clause (iii) above Confidential Information of Xxxxx in the possession of the Centre or the Principal Investigator, shall be refundedpromptly returned to Xxxxx. If for any reason the foregoing indemnification (including reimbursement pursuant to clause (iii) above) Upon expiration or the exculpation is unavailable to the Advisor or insufficient to hold it harmless (other than by reason of the proviso to the preceding sentence), then the Trust shall contribute to the amount paid or payable by the Advisor as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Trust on the one hand and the Advisor on the other hand but also the relative fault of the Trust and the Advisor as well as any relevant equitable considerations, provided that, in no event, will the Advisor’s aggregate contribution hereunder exceed the amount of compensation actually received by the Advisor pursuant to this Agreement. The indemnity, exculpation, reimbursement and contribution obligations of the Trust under this paragraph shall be paid pursuant to and in accordance with the priorities set forth in Section 8.02(d)(16) of the Indenture and shall be in addition to any liability which the Trust may otherwise have, shall survive any termination of this Agreement Agreement, all rights and obligations shall be binding upon expire forthwith, except those rights and extend obligations which by their nature are intended to survive the benefit of any successors, assigns and representatives expiration or termination of the Trust Agreement, including Article 3 (Confidentiality), Article 4 (Publication of Results), Article 5 (Results and the Advisor.Intellectual Property) and Article 8 (Liability), and each of their subparts. Article 10 :

Liability & Indemnity. The Advisor is not and never shall be liable to any creditor of the Trust. In addition to the compensation and expenses that the Trust has agreed to pay for the services to be performed pursuant to this Agreement, the Trust agrees: (i) to indemnify and hold the Advisor (which term for the purposes of this Agreement includes its controlling persons, members, directors, officers, employees, agents and representatives) harmless against and from all losses, claims, damages or liabilities, joint or several (and all action, claims, proceeds and investigations in respect thereof), to which the Advisor may become subject in connection with its performance of the services described in this Agreement, (ii) that the Advisor will not be culpable for and will have no liability to the Trust for or with respect to any and all losses, claims, damages or liabilities, joint or several, of the Trust incurred in connection with the Advisor’s 's performance of the services described in this Agreement, and (iii) in each case, to reimburse the Advisor for all reasonable legal and other out-of-pocket expenses (including the cost of investigation and preparation) as and when incurred by the Advisor arising out of or in connection with any action, claim, proceeding or investigation (whether initiated or conducted by the Trust or any other party) in connection therewith, whether or not resulting in any liability (and whether or not the Advisor is a defendant in, or target of, any such action, claim, proceeding or investigation); provided, however, that the Trust shall not be liable to the Advisor pursuant to clauses (i) and (iii) above and the Trust’s 's exculpation of the Advisor pursuant to clause (ii) above shall not apply in any such case to the extent that any such loss, claim, damage or liability is found in a final judgment by a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of the Advisor or any other indemnified person hereunder or a material breach of this Agreement, in which case any amounts paid and any expenses reimbursed under clause (iii) above shall be refunded. If for any reason the foregoing indemnification (including reimbursement pursuant to clause (iii) above) or the exculpation is unavailable to the Advisor or insufficient to hold it harmless (other than by reason of the proviso to the preceding sentence), then the Trust shall contribute to the amount paid or payable by the Advisor as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Trust on the one hand and the Advisor on the other hand but also the relative fault of the Trust and the Advisor as well as any relevant equitable considerations, provided that, in no event, will the Advisor’s 's aggregate contribution hereunder exceed the amount of compensation actually received by the Advisor pursuant to this Agreement. The indemnity, exculpation, reimbursement and contribution obligations of the Trust under this paragraph shall be paid pursuant to and in accordance with the priorities set forth in Section 8.02(d)(16) of the Indenture and shall be in addition to any liability which the Trust may otherwise have, shall survive any termination of this Agreement and shall be binding upon and extend to the benefit of any successors, assigns and representatives of the Trust and the Advisor.

Liability & Indemnity. The Advisor is not and never shall be liable to any creditor of the TrustCompany. In addition to the compensation and expenses that the Trust MSI has agreed to pay for the services to be performed pursuant to this Agreement, the Trust Company agrees (and MSI agrees: ): (i) to indemnify and hold the Advisor (which term for the purposes of this Agreement includes its controlling persons, members, directors, officers, employees, agents and representatives) harmless against and from all losses, claims, damages or liabilities, joint or several (and all action, claims, proceeds and investigations in respect thereof), to which the Advisor may become subject in connection with its performance of the services described in this Agreement, ; (ii) that the Advisor will not be culpable for and will have no liability to the Trust Company for or with respect to any and all losses, claims, damages or liabilities, joint or several, of the Trust Company incurred in connection with the Advisor’s 's performance of the services described in this Agreement, ; and (iii) in each case, case to reimburse the Advisor for all reasonable legal and other out-of-pocket expenses (including the cost of investigation and preparation) as and when incurred by the Advisor arising out of or in connection with any action, claim, proceeding or investigation (whether initiated or conducted by the Trust Company or any other party) in connection therewith, whether or not resulting in any liability (and whether or not the Advisor is a defendant in, or target of, any such action, claim, proceeding or investigation); providedPROVIDED, howeverHOWEVER, that the Trust Company shall not be liable to the Advisor pursuant to clauses clause (i) and (iii) above and the Trust’s Company's exculpation of the Advisor pursuant to clause (ii) above shall not apply in any such case to the extent that any such loss, claim, damage or liability is found in a final judgment judgement by a court of competent jurisdiction to have resulted from the Advisor's gross negligence, bad faith faith, or willful misconduct of the Advisor or any other indemnified person hereunder or a material breach of this Agreement, in which case any and amounts paid and any reimbursement of expenses reimbursed under clause (iii) above shall be refunded. If for any reason the foregoing indemnification (including reimbursement pursuant to clause (iii) above) or the exculpation is unavailable to the Advisor or insufficient to hold it harmless (other than by reason of the proviso to the preceding sentence), then the Trust Company shall contribute to the amount paid or payable by the Advisor as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Trust Company on the one hand and the Advisor on the other hand but also the relative fault of the Trust Company and the Advisor as well as any relevant equitable considerations, provided PROVIDED that, in no event, will the Advisor’s 's aggregate contribution hereunder exceed the amount of compensation actually received by the Advisor pursuant to this Agreement. The indemnity, exculpation, reimbursement and contribution obligations of the Trust Company under this paragraph shall be paid pursuant to and in accordance with the priorities set forth in Section 8.02(d)(16) of the Indenture and shall be in addition to any liability which the Trust Company may otherwise have, shall survive any termination of this Agreement Agreement, and shall be binding upon and extend to the benefit of any successors, assigns assigns, heirs and personal representatives of the Trust Company and the Advisor.the