Special Claims. Lessee agrees to defend, at its own cost, and to protect, indemnify, and otherwise hold harmless, the City, including its officers, agents, elected officials, contractors, and employees (including but not restricted to the posting of bond and release of attachment) from and against any and all claims in any way arising out of or in connection with the construction, repair, or maintenance work undertaken hereunder by, through or on behalf of Lessee, including but not restricted to attachments, liens or levies, and whether or not the claim is asserted by any party other than Lessee against the City, including its officers, agents, and employees or the Premises or improvements thereon or part thereof, or monies owing to the City.
Special Claims. “Special Claims” means (i) any breach by Ironclad of Section 2(e) (Customer Data), Section 2(f) (Information Security), or Section 5 (Confidentiality) resulting in unauthorized disclosure and misuse of Customer Data; or (ii) any amounts payable to third parties pursuant to Ironclad’s Data Indemnity obligations under Section 8(a)(ii). For any and all Special Claims, Ironclad’s aggregate liability shall be subject to an enhanced liability cap not to exceed ten times (10x) the amount paid by Customer to Ironclad during the twelve months prior to the event giving rise to liability (the “Enhanced Liability Cap”).
Special Claims. Medical Malpractice Claims Prior to initiating any arbitration proceedings alleging medical malpractice, Member Parties shall first submit the claim to a Medical Inquiry and Conciliation Panel pursuant to Chapter 671, Hawaii Revised Statutes, Sections 11-19. Following the rendering of an advisory decision by the Medical Inquiry and Conciliation Panel, if the claim has not been withdrawn or settled, Member Parties shall serve a demand for arbitration on Xxxxxx Permanente Parties as specified in the “Initiating arbitration” section. Benefit Claims If the Member Party has a claim for benefits that is denied or ignored (in whole or in part), the Member Party may pursue legal action in federal or state court, as appropriate, after the Member Party has exhausted the claims and appeals process and, if applicable, external review process. The court will decide who should pay court costs and legal fees. If the Member Party is successful, the court may order the person or entity the Member Party has sued to pay these costs and fees. If the Member Party loses, the court may order the Member Party to pay these costs and fees, for example, if it finds the Member Party’s claim is frivolous. If the Member Party has any questions about the Member Party’s plan, the Member Party should contact Health Plan at 0-000-000-0000. Although benefit-related claims may not be required to be resolved by binding arbitration pursuant to this section, Member Parties may still make a voluntary election to use binding arbitration to resolve these claims, instead of court trial, by filing a demand for arbitration upon Xxxxxx Permanente Parties pursuant to the provisions of the “Initiating Arbitration” section. If a voluntary election to use binding arbitration is made by a Member Party, the arbitration shall be conducted pursuant to the “Dispute Resolution” section of your Guide or EOC.
Special Claims. Notwithstanding the above, an indemnifying party shall not be entitled to assume or continue the defense of a Proceeding if: (a) the claim involves Taxes or an Environmental Liability; (b) the indemnifying party is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate; (c) the indemnifying party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding; or (d) an Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement. In any such case, the Indemnified Person may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent, which consent may not be unreasonably withheld, conditioned, or delayed.
Special Claims. FOR ANY AND ALL SPECIAL CLAIMS (AS DEFINED BELOW), TESSIAN’S AGGREGATE AND TOTAL LIABILITY WILL BE SUBJECT TO AN ENHANCED LIABILITY CAP NOT TO EXCEED IN THE AGGREGATE $1,000,000 (ONE MILLION DOLLARS). “SPECIAL CLAIMS” MEANS: (I) ANY BREACH BY TESSIAN OF SECTION 2 AND/OR 6 RESULTING IN UNAUTHORIZED DISCLOSURE OR MISUSE OF CUSTOMER DATA; (II) ANY AMOUNTS PAYABLE TO THIRD PARTIES OR CUSTOMER PURSUANT TO TESSIAN’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8.
Special Claims. Notwithstanding SECTIONS 11.1(d)(1) and 11.1(d)(2), the following claims will be subject to the provisions of this SECTION 11.1(d)(3): any claims which Buyer determines in its reasonable discretion would likely have a significant effect on the ongoing business, operations, or condition (financial or otherwise) of Buyer or its Affiliates, including but not limited to (a) government regulation on an ongoing basis, including employment matters, working conditions and environmental matters, (b) relations with major suppliers and customers, (c) product liability claims and (d) injunctive or other equitable relief (collectively the "SPECIAL CLAIMS"). No Special Claim shall be settled without Buyer's prior written consent, which consent shall not be unreasonably withheld. Such consent shall not be deemed to be unreasonably withheld if such settlement would have a Material Adverse Effect on Buyer's ongoing business. In the event Buyer is not willing to provide its consent to a settlement pursuant to which the Selling Parties and the claimant are willing to completely settle the claim for a fixed amount of money, the Selling Parties' indemnification obligation pursuant to SECTION 11.1 shall be satisfied by the payment of such fixed amount contained in such settlement documents.
Special Claims. Licensor shall indemnify the AbbVie Indemnitees, and defend and save each of them harmless, from and against, and compensate and reimburse each of them for, any and all Losses incurred or sustained by or rendered against the AbbVie Indemnitees arising from or occurring as a result of any challenge, claim or assertion by any Third Party of any right, title or interest in, or with respect to the ownership or inventorship of, [****].
Special Claims. Notwithstanding any provision to the contrary in this Agreement, an Indemnifying Person will not be entitled to assume or continue the defense of a Claim without the prior written consent of the Indemnified Person if: (i) the Claim involves criminal liability or Taxes; (ii) the Indemnifying Person is also a party to such Claim and the Indemnified Person determines in good faith that joint representation not be permitted due to an actual conflict of interest; (iii) if requested by the Indemnified Person, the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Claim and provide indemnification with respect to such Claim; or (iv) an Indemnified Person determines in good faith that there is a reasonable probability that a Claim may materially and adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, including in respect of Buyer’s or its Affiliates’ reputation or continuing business interests including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business. In any of the foregoing cases ((i)-(iv)), the Indemnified Person may, by providing written notice to the Indemnifying Person (which notice shall include reasonable details about the reason for election and specifically refer to the applicable subsections of this Section 5.5(c)), assume the exclusive right to defend, compromise, or settle such Claim, but the Indemnifying Person will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent, which consent may not be unreasonably withheld, conditioned, or delayed. Notwithstanding anything to the contrary in this Agreement, neither Party shall be required to provide, to permit any inspection of, to disclose any information with respect to, or to allow participation or control in respect of, any Tax Return of the Affiliated Group of such Party or its Affiliates.
Special Claims. Texas Regional shall be entitled to require that Holdback Shares be distributed to Texas Regional in the event that Texas Regional, Texas Regional Delaware, Inc. (including as a result of its being the successor by virtue of its mergers with Riverway Holdings and Riverway Holdings of Delaware, Inc. ("Riverway Delaware")), Texas State Bank (including as a result of its being the successor by virtue of its merger with Riverway Bank), Riverway Holdings, Riverway Delaware, Riverway Bank, or any person entitled to indemnification from any of the foregoing, is required to pay any amount of Losses and Damages arising out of Riverway's CD Custodial Business, including specifically but without limitation, any Losses and Damages incurred by Texas Regional or any subsidiary thereof, resulting from the conduct of Riverway Holdings, Riverway Delaware, Riverway Bank or any officer, director, employee or other affiliate thereof. The foregoing are herein collectively referred to as "Special Claims" and individually as a "Special Claim." For purposes hereof, the term "CD Custodial Business" shall mean and refer to the business of Riverway Holdings (including its indirect wholly-owned subsidiary, Riverway Bank, either in its own name or under the assumed name of Riverway Trust) of providing custodial services for brokered certificates of deposit. For purposes hereof, the term "Losses and Damages" shall mean any and all amounts which are paid to claimants making Special Claims as a result of judgments or settlements (but as to settlements, only those settlements that are agreed to by the Chairman of the Board of Texas Regional and by the Shareholder Representative), and all related out-of-pocket expenses incurred by Texas Regional or any subsidiary thereof, including, but not necessarily limited to, reasonable attorney's fees, investigation costs, accounting costs, court costs and other expenses related to the defense or settlement of Special Claims.
Special Claims. Notwithstanding the above, Supplier will not be entitled to assume or continue the defense of an Action if: (i) Supplier is also a party to such Action and Stryker determines in good faith that joint representation would be inappropriate; (ii) Supplier fails to provide reasonable assurance to the Stryker Indemnified Person of its financial capacity to defend such Action and provide indemnification with respect to such Action; or (iii) a Stryker Indemnified Person determines in good faith that there is a reasonable probability that an Action may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement. In any such case, Stryker may, by notice to Supplier, assume the exclusive right to defend, compromise, or settle such Action, but Supplier will not be bound by any compromise or settlement effected without its consent, which consent may not be unreasonably withheld, conditioned, or delayed.
