THIRD PARTY INDEMNIFICATION definition

THIRD PARTY INDEMNIFICATION. The member will indemnify, save and hold harmless Splat Space, its members, officers, board members, or agents from any and all losses, claims, actions, or proceedings of every kind and character which may be presented or initiated by any other persons or organizations and which arise directly or indirectly from the actions of the member while engaged in the activities contemplated by this agreement.

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THIRD PARTY INDEMNIFICATION. The Property Inspection Report is not intended for use by anyone other than the Client. No third party shall have any right arising from this Contract or the Property Inspection Report. In consideration for the furnishing of the Property Inspection Report, the Client agrees to indemnify and hold harmless the Inspection Company, its agents, employees, inspectors, directors, officers, shareholders, successors and assigns, for all costs, expenses, legal fees, awards, settlements, judgements, and any other payments of any kind whatsoever incurred and arising out of a law suit, cross-complaint, countersuit, arbitration, administrative proceeding, or any other legal proceeding brought by any third party who claims that he/she relied on representations made in such Property Inspection Report and was damaged thereby. Client’s request that the Inspection Company release copies of the Property Inspection Report shall be at Client’s risk with respect to the contents of this paragraph.

THIRD PARTY INDEMNIFICATION if any person not a party to this Agreement makes any claim or files any lawsuit against LCA relating to LCA duties under this Agreement; Member agrees to indemnify, defend and hold LCA harmless from any such claims and lawsuits, including the payment of all damages, expenses, costs and attorneys’ fees, whether such claims be based upon alleged intentional conduct, active or passive negligence, or strict or product liability by LCA, its agents, or employees. LCA is not an Insurer, Limitations of Liability: Member understands and agrees that LCA is not an insurer. Insurance, if any, must be obtained by Member. LCA makes no guaranty or warranty, including any implied warranty or merchantability or fitness for a particular use that the Monitoring Services supplied will in all cases avert or prevent occurrences or the consequences there of from which the Monitoring Service is designed to detect or avert. Member acknowledges that it is impractical and extremely difficult to fix the actual damages that may directly or proximately result from a failure to perform the obligations or services herein, including, but not limited to LCA’s monitoring and Patrol service, or the failure of the Member’s alarm system and/or transmission methods to properly operate, with resulting loss to Member because, without limitation: (a) The uncertain amount or value of Member’s property or the property of others kept on the premises which may be lost, stolen, destroyed, damaged or otherwise affected by occurrences which the Monitoring Service is designed to detect or avert; (b) The uncertainty of the response time of any police department, fire department, paramedic unit, patrol service or others, should these parties be dispatched because of a signal being received; (c) The inability to ascertain what portion of any loss, would be proximately caused by LCA’s failure to perform or by its equipment to operate; or (d) The uncertain nature of occurrences which might cause injury or death to Member or any other person which the Monitoring Service is designed to detect or avert. Member understands and agrees that if LCA should be found liable for loss or damage because of the failure of the System to properly perform or the failure of LCA to perform any of its obligations or to provide the Services subscribed for herein, including, but not limited to monitoring, Patrol service, or the failure of any service, equipment or utility vendor of LCA in any respect whatsoever, LCA’s liability ma...

Examples of THIRD PARTY INDEMNIFICATION in a sentence

• THE WAIVERS SET FORTH IN THIS CLAUSE 19.3 SHALL NOT APPLY TO LIQUIDATED DAMAGES OR ANY THIRD PARTY INDEMNIFICATION CLAIMS UNDER THE AGREEMENT, PROVIDED THAT EACH OF THE SELLER EXCLUDED PARTIES AND BUYER EXCLUDED PARTIES SHALL NOT BE DEEMED A THIRD PARTY FOR THE PURPOSES OF THIS CLAUSE 19.3.

• NEITHER PARTY WILL BE LIABLE FOR, AND EACH PARTY WAIVES AND RELEASES ANY CLAIMS AGAINST THE OTHER PARTY FOR, ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, LOST PROFIT, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, EXCEPT WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS.

• EXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 8.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

• NOTHING IN THIS SECTION 13.4 IS INTENDED TO LIMIT OR RESTRICT THE RIGHTS OR OBLIGATIONS OF EITHER PARTY WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER ARTICLE 9.

• EXACTO’S TOTAL LIABILITY FOR ANY AND ALL CAUSES OF ACTION ASSOCIATED WITH THE ORDER OR PRODUCTS, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, THIRD PARTY INDEMNIFICATION CLAIMS, IS EXPRESSLY LIMITED TO $75,000 USD IN THE AGGREGATE.

• EXCEPT FOR A PARTY’S BREACH OF SECTION 6 (CONFIDENTIALITY), OR FOR A PARTY’S OBLIGATIONS PURSUANT TO SECTION 9 (THIRD PARTY INDEMNIFICATION), OR FOR A PARTY’S WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE WILL NOT EXCEED AMOUNTS PAID BY LINKEDIN TO PDN IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

• EXCEPT FOR BREACH OF OBLIGATIONS UNDER SECTION 5 OR SECTION 8 AND EXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 7.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

• EXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 6.1, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

• EXCEPT FOR SELLER’S THIRD PARTY INDEMNIFICATION OBLIGATIONS THAT ARE COVERED BY INSURANCE, OR SELLER’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS HEREUNDER, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT TO THE OTHER PARTY SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE GOODS.

• EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL EITHER PARTY BE LIABLE FOR THE OTHER PARTY’S SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY TO DAMAGES ARISING FROM (I) THIRD PARTY INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 12 OR (II) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

More Definitions of THIRD PARTY INDEMNIFICATION

THIRD PARTY INDEMNIFICATION. The member will indemnify, save and hold harmless FCW, its members, officers, board members, or agents from any and all losses, claims, actions, or proceedings of every kind and character which may be presented or initiated by any other persons or organizations and which arise directly or indirectly from the actions of the member while engaged in the activities contemplated by this agreement.

THIRD PARTY INDEMNIFICATION. The Property Inspection Report is not intended for use by anyone other than the Client. No third party shall have any right arising from this Contract or the Property Inspection Report. In consideration for the furnishing of the Property Inspection Report, the Client agrees to indemnify and hold harmless the Inspection Company, its agents, employees, inspectors, directors, officers, shareholders, successors and assigns, for all costs, expenses, legal fees, awards, settlements, judgments, and any other payments of any kind whatsoever incurred and arising out of a law suit, cross-complaint, countersuit, arbitration, administrative proceeding, or any other legal proceeding brought by any third party who claims that he/she relied on representations made in such Property Inspection Report and was damaged thereby.

THIRD PARTY INDEMNIFICATION. When Customer in the ordinary course has the property of others in his custody, or the System extends to protect the property of others, Customer agrees to and shall indemnify, defend, and hold harmless Company and its contractors, and their employees and agents, from and against all claims brought by parties other than the parties to this Agreement. This provision shall apply to all claims, demands, or lawsuits, regardless of cause including Companys or its contractors negligence, of a failure of the monitoring equipment or service, whether these claims be based upon negligence, express or implied warranty, contribution, indemnification, or strict or product liability on the part of Company or its contractor, or their employees or agents. 20.