INDEMNITIES, LIABILITY AND INSURANCE Sample Clauses

INDEMNITIES, LIABILITY AND INSURANCE. 14.1 Nothing in this Agreement shall affect:
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INDEMNITIES, LIABILITY AND INSURANCE. 22.1 The indemnities in this clause 21.1 and 21.2 are continuing obligations, separate and independent of the other Parties’ obligations and survive the termination of this Agreement. Notwithstanding anything else contained in this Agreement, but subject to the limitation imposed by clause 21.3 (as the case may be), each Party (the “Indemnifying Party”) shall indemnify the others (the “Indemnified Party”) against:
INDEMNITIES, LIABILITY AND INSURANCE. This section I contains the indemnities that the Parties are providing to each other, the limits on their liability and the insurance requirements for the Contractor.
INDEMNITIES, LIABILITY AND INSURANCE. 37. IPR INDEMNITY IPR indemnity from Contractor
INDEMNITIES, LIABILITY AND INSURANCE. IPR INDEMNITY33 The Service Provider shall at all times, during and after the Term, on written demand indemnify the Customer and keep the Customer indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or (subject to clause 96.4) agreed to be paid by the Customer arising from an IPR Claim. The Customer agrees that: it will notify the Service Provider in writing of any IPR Claim; (subject to the Service Provider complying with clause 97) it will allow the Service Provider to conduct all negotiations and proceedings and will provide the Service Provider with such reasonable assistance required by the Service Provider, each at the Service Provider's cost, regarding the IPR Claim; and it will not, without first consulting and reaching agreement with the Service Provider, make an admission relating to the IPR Claim. it will not, without the agreement of the Service Provider, (such agreement not to be unreasonably withheld or delayed) agree to pay any sum relating to the IPR Claim. The Service Provider shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute. Save where the Service Provider has fulfilled its obligations under clause 99, the Service Provider shall not settle or compromise any IPR Claim without the Customer Relationship Manager’s prior written consent (not to be unreasonably withheld or delayed). If an IPR Claim is made, or the Service Provider anticipates that an IPR Claim might be made, the Service Provider shall, at its own expense and sole option, either: procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services or the ICT Environment; there is no additional cost to the Customer; and the terms of the Agreement shall apply to the replaced or modified Services. If the Service Provider elects to modify or replace an item pursuant to clause 99.1 or to procure a licence in accordance with clause 99.2, but this has not avoided or resolved the IPR Claim, then the Customer may terminate this Agreement by written notice...
INDEMNITIES, LIABILITY AND INSURANCE. 35 INDEMNITIES‌ Performance/Non-performance of Obligations
INDEMNITIES, LIABILITY AND INSURANCE. 21. LIMITATIONS ON LIABILITY
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INDEMNITIES, LIABILITY AND INSURANCE. 32. IPR INDEMNITY 32.1 Subject to clauses 32.2 and 33.1, the Contractor shall at all times, during and after the Term, indemnify the Authority and keep the Authority indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the Authority arising from an IPR Claim.
INDEMNITIES, LIABILITY AND INSURANCE. 52 IPR INDEMNITY
INDEMNITIES, LIABILITY AND INSURANCE. 18.1 In this Agreement the expression
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