No Indemnification. This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a Court of competent jurisdiction in a final judgment shall determine that the Indemnified Party was grossly negligent or guilty of willful misconduct.
No Indemnification. There shall be no indemnification of any party by any other in regard to liabilities arising out of the functions covered by this agreement. All parties shall be responsible for their liabilities and defense as determined by law.
No Indemnification. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim.
No Indemnification. This indemnity shall not apply, however, where a court ------------------ of competent jurisdiction has made a final determination that the Consultant engaged in gross recklessness and willful misconduct in the performance of its services hereunder which gave rise to loss, claim, damage, liability, cost or exposure sought to be recovered hereunder. (But pending any such final determination, the indemnification and reimbursement provision of this Consulting Agreement shall apply and the Company shall perform its obligations hereunder to reimburse Consultant for its attorney's fees and expenses).
No Indemnification. The provisions of Section 8, above, do not apply to any expenses incurred by Executive in defending against any claim made pursuant to this Section 10.
No Indemnification. Each party shall be responsible for the actions and inactions of itself and its own officers, employees, and agents acting within the scope of their authority.
No Indemnification. 3.1 Section 1 and 2 above shall not apply, and any advanced Expenses shall be reimbursed by the Covered Person to the Company if:
No Indemnification. Notwithstanding the foregoing provisions of this Section 5.8, the Managers shall not be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
No Indemnification. The Parties have no indemnity obligations. Subject to the Act, the Parties shall be liable for only their own negligent acts or omissions, or those of their employees, officers, and agents while performing the obligations of this Agreement. Neither Party shall have any liability for any negligent acts or omissions of the other Party, its employees, officers, or agents. Neither Party intends to incur by contract any liability for operations, acts, or omissions of the other Party or any third party, and nothing in this Agreement shall be so interpreted or construed. Any obligations of a Party to indemnify, hold harmless, or defend are subject to the Act and are limited to only claims that arise from the negligent acts or omissions of that Party, and the total amount of any such obligations, including attorney’s fees, shall be limited to the amounts established by Section 63G-7-604 of the Act.
No Indemnification. The parties acknowledge that they are independent contractors and may not purport to bind or affect the duties or obligations of the other. The College is a governmental entity under the Governmental Immunity Act of Utah, Utah Code Xxx., Section 63G-7-101 et seq., as amended (the “Act”). Nothing in the Agreement shall be construed as a waiver by the College of any protections, rights, or defenses applicable to it under the Act, including without limitation, the provisions of Section 63G-7-604 regarding limitation of judgments. It is not the intent of the College to incur by contract any liability for the operations, acts, or omissions of Clinical Site or any third party and nothing in the Agreement shall be so interpreted or construed. Subject to and consistent with the Act, there are no indemnity obligations between these parties, each party will be responsible for their own negligent acts or omissions, or those of their authorized employees, officers, and agents while engaged in the performance of the obligations under this Agreement, and neither the College nor the Clinical Site shall have any liability whatsoever for any negligent act or omission of the other Party, its employees, officers, or agents. Neither Party waives any defenses or limits of liability available under the Act and other applicable law. Both Parties maintain all privileges, immunities, and other rights granted by the Act and all other applicable law.