Indemnification Limitation on Liability. 26. The Developer, for itself and its successors and assigns, agrees to indemnify and hold harmless DHCD and the Municipality against all damages, costs and liabilities, including reasonable attorney’s fees, asserted against DHCD or the Municipality by reason of its relationship to the Development under this Agreement to the extent the same is attributable to the acts or omissions of the Developer and does not involve the negligent acts or omissions of DHCD or the Municipality.
Indemnification Limitation on Liability. 24. The Developer, for itself and its successors and assigns, agrees to indemnify and hold harmless the Subsidizing Agency and any Monitoring Agent against all damages, costs and liabilities, including reasonable attorney’s fees, asserted against the Subsidizing Agency or the Monitoring Agent by reason of its relationship to the Development under this Agreement and not involving the Subsidizing Agency or the Monitoring Agent acting in bad faith or with gross negligence.
Indemnification Limitation on Liability. Insurance 27 14.1 Indemnification 27 14.2 Limitation on Liability 29 14.3 Insurance 29 Article 15 Dispute Resolution 30 15.1 Internal Resolution 30 15.2 Arbitration 30 Article 16 General Provisions 30 16.1 Subcontracting 30 16.2 Compliance With Laws and Policies 31 Article 17 Miscellaneous 31 17.1 Notices 31 17.2 Governing Law 32 17.3 Assignment 32 17.4 Force Majeure 33 17.5 Relationship of the Parties 34 17.6 Amendment; Waiver 34 17.7 Construction; Captions 34 17.8 Severability 34 17.9 Entire Agreement 34 17.10 Counterparts; Facsimiles 35 Exhibits Exhibit A Protocol Exhibit B Sample Analysis Plan Exhibit C Compound Supply Plan Exhibit D Press Release *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. COMBINATION STUDY COLLABORATION AGREEMENT THIS COMBINATION STUDY COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of August 24, 2015 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 0 XXX Xxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“Genentech”) and Syndax Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 000 Xxxxxx Xxxx Road, Suite 110, Waltham, Massachusetts 02451 (“Syndax”). Genentech and Syndax are each referred to herein individually as a “Party” and collectively as the “Parties.”
Indemnification Limitation on Liability. Consultant shall indemnify and hold harmless the County, its council, officials, officers, employees and agents from, and shall defend it and them against, any and all liabilities, obligations, losses, damages, judgments, costs, expenses (including reasonable legal fees and costs of investigation) arising from, in connection with or caused by any act or omission of Consultant. Notwithstanding the foregoing, Consultant shall have no obligation under this Section with respect to any loss that is caused by the gross negligence or willful misconduct of the County. THE COUNTY'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE THOSE PROVIDED FOR IN SECTION 3 OF THIS AGREEMENT. THE COUNTY SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR INJURY OF ANY KIND IN CONNECTION WITH THIS AGREEMENT.
Indemnification Limitation on Liability. Section 8.01. Limited Liability Section 8.02. Indemnification by GEMH Section 8.03. Indemnification by Mortgage Services Section 8.04. Loans and Loan Assets Indemnification
Indemnification Limitation on Liability. (i) Company acknowledges this License Agreement will not subject SOG, its Affiliates or their respective equity holders, directors, officers, members, agents or employees (each, a “SOG Party”) to any Losses whatsoever, except as directly caused by the gross negligence, willful misconduct or fraudulent conduct on the part of such SOG Party; provided, however, that SOG’s and each other SOG Party’s aggregate liability, collectively, as a result of 7 WEST 203978356 v17 such gross negligence, willful misconduct or fraudulent conduct will be limited as set forth in Section 9(a) of the Services Agreement. For the purposes of this License Agreement and the Services Agreement each SOG Party shall be deemed a Manager Party under the Services Agreement.
Indemnification Limitation on Liability. Section 11.
Indemnification Limitation on Liability. Fogdog shall indemnify, defend ---------------------------------------- and hold harmless Keystone, its officers, directors, shareholders, affiliates, agents, employees, consultants, other representatives, successors and assigns from and against any and all actions, losses, liabilities, costs, damages, claims, demands, judgments and expenses of any kind (including, without limitation, attorneys' and experts' fees, costs and expenses) (collectively, "Claims"), arising out of or incident to this Agreement, including, without limitation, Claims (a) arising out of the sale, distribution, possession or use of Fogdog Merchandise; or (b) relating to infringement by Fogdog of any patents, copyrights, trademarks, trade names, service marks, trademark or service xxxx registrations or expropriation of ideas, trade secrets, or other intellectual property or proprietary rights, including, without limitation, rights of privacy or publicity, as such infringement relates to any and all Fogdog Merchandise, and other items supplied by Fogdog or one of its vendors, Keystone handles, comes into contact with, or has possession of; or (c) arising out of or incident to any breach of this Agreement or any violation of law (including, without limitation, export and customs laws, rules, regulations and orders) by Fogdog or a Fogdog affiliate, associate, agent, broker, vendor or representative to the extent liability is actually incurred by Keystone; or (d) respecting sales or use taxes arising in connection with this Agreement, including, without limitation, any such tax which is or may become due in respect to customers' purchases of Fogdog Merchandise, the provision of services hereunder by Keystone, or federal, state or local income or other taxes levied on Fogdog. Keystone shall indemnify, defend and hold harmless Fogdog, its officers, directors, shareholders, affiliates, agents, employees, consultants, other representatives, successors and assigns from and against any and all Claims brought against it (a) by or on account of any third party arising out of or incident to the gross negligence or willful misconduct of Keystone; or (b) arising out of or incident to any breach of this Agreement or any violation of law (including, without limitation, export and customs laws, rules, regulations and orders) by Keystone or a Keystone affiliate, associate, agent, broker, vendor or representative to the extent liability is actually incurred by Fogdog. Except in regard to infringements of...
Indemnification Limitation on Liability. (a) The Redeveloper shall be liable for and fully release, indemnify, defend and hold harmless the City, its boards, commissions, agencies (including, without limitation, the Agency), officers, officials, employees, agents and contractors (“City Indemnitees”), from and against any and all Public Improvements Remedial Work, and any and all liability, loss, cost and expenses, including reasonable attorneys fees and costs and environmental consultant costs, (“Claimed Expenses”) imposed upon or sustained, suffered or incurred by, and all litigation, demands, investigations and proceedings of every kind or nature (“Claims”), including but not limited to any Claims asserted and Claimed Expenses sought by any federal or state environmental agency, instituted or asserted against, or otherwise involving, the City or the Agency in any way related to, arising from or in connection with: (i) any and all Environmental Conditions at, on, under, emanating or having emanated from any Public Garage Property or New Street, which Environmental Conditions existed or arose prior to the transfer of the applicable Public Garage or New Street to the City, and (ii) any failure of the Redeveloper to undertake and complete its obligations under this Agreement related to Environmental Conditions, Environmental Laws, Hazardous Substances, Active Environmental Remediation Activities, or Public Improvements Remedial Work. Notwithstanding the foregoing, in no event shall the Redeveloper have any liability for or should this Section 27.4(a) apply to: (x) any Environmental Condition at, on, under, emanating or having emanated from any Public Garage Property, New Street or any part thereof which is first created subsequent to the transfer of the applicable New Street or Public Garage to the City, (y) any Environmental Condition at, on, under, emanating or having emanated from any Public Garage Property or New Street which is solely attributable to acts or omissions of the City or others occurring subsequent to the transfer of the applicable Public Garage or New Street to the City, other than such acts or omissions of the Redeveloper or its contractors, agents, LEP or other representatives, or (z) any violation by anyone other than Redeveloper or its contractors, agents, LEP or other representatives of any ELUR that affects any Public Garage Property or New Street and which ELUR is consistent with the provisions of this Article XXVII. It is further understood that this indemnification extend...
Indemnification Limitation on Liability. (a) The Corporation shall, to the fullest extent permitted by, and in accordance with the provisions of, the DGCL, indemnify each director or officer or employee of the Corporation against expenses (including attorneys’ fees), judgments, taxes, fines and amounts paid in settlement, incurred by him or her in connection with, and shall advance expenses (including attorneys’ fees) incurred by him or her in defending, any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) to which he or she is, or is threatened to be made, a party by reason of the fact that he or she is or was a director or officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust or other enterprise. Advancement of expenses shall be made upon receipt of an undertaking, with such security, if any, as the Board of Directors or stockholders may reasonably require, by or on behalf of the person seeking indemnification to repay amounts advanced if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized herein.
