Common use of DISCLAIMER AND INDEMNITY Clause in Contracts

DISCLAIMER AND INDEMNITY. 13.1 To the extent that CARALOE warrants conformity of the Manapol® Powder as set forth in paragraph 9 herein, MANNATECH shall assume all financial and other obligations for its products made with Manapol® powder, and CARALOE shall not incur any liability or responsibility to its Manufacturer, MANNATECH or to third parties arising out of or connected in any manner with Manufactured Products. IN NO EVENT SHALL CARALOE BE LIABLE FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT OR THE MANUFACTURED PRODUCTS. MANNATECH and its Manufacturer shall jointly and severally defend, indemnify and hold harmless CARALOE and its affiliates, and their respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ fees and expenses) arising out of or connected with (i) any manufacture, use, sale or other disposition of Manufactured Products, or any other products of MANNATECH or its Manufacturer, by MANNATECH, its Manufacturer or any other party and (ii) any breach by MANNATECH and/or its Manufacturer of any of their respective obligations under this Supply Agreement. 13.2 Without limiting in any manner the provisions of section 13.1, CARALOE shall defend, indemnify and hold harmless MANNATECH and its Manufacturer and their affiliates, and respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ fees and expenses) arising out of or connected with (i) and claim that Manapol® Powder supplied by CARALOE caused injury or damage to a person or property and (ii) any breach by CARALOE of any of its obligations under this Supply Agreement.

DISCLAIMER AND INDEMNITY. 13.1 11.1 To the extent that CARALOE warrants conformity of the Manapol® Powder as set forth in paragraph 9 7 herein, MANNATECH shall assume all financial and other obligations for its products made with Manapol® powder, and CARALOE shall not incur any liability or responsibility to its ManufacturerNAI, MANNATECH or to third parties arising out of or connected in any manner with Manufactured Products. IN NO EVENT SHALL CARALOE BE LIABLE FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT OR THE MANUFACTURED PRODUCTS. MANNATECH and its Manufacturer NAI shall jointly and severally defend, indemnify and hold harmless CARALOE and its affiliates, and their respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ fees and expenses) arising out of or connected with (i) any manufacture, use, sale or other disposition of Manufactured Products, or any other products of MANNATECH or its ManufacturerNAI, by MANNATECH, its Manufacturer NAI or any other party and (ii) any breach by MANNATECH and/or its Manufacturer NAI of any of their respective obligations under this Supply Agreement. 13.2 11.2 Without limiting in any manner the provisions of section 13.1, CARALOE shall defend, indemnify and hold harmless MANNATECH and its Manufacturer NAI and their affiliates, and respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ fees and expenses) arising out of or connected with (i) and claim that Manapol® Powder supplied by CARALOE caused injury or damage to a person or property and (ii) any breach by CARALOE of any of its obligations under this Supply Agreement.

DISCLAIMER AND INDEMNITY. 13.1 To the extent that CARALOE warrants conformity of the Manapol® Powder (a) Subject to Supplier’s representations and warranties as set forth in paragraph 9 Section 8 herein, MANNATECH Mannatech shall assume all financial and other obligations for its use, sale and distribution of Mannatech’s products made with Manapol® powdercontaining Manapol or Hi Fi, and CARALOE Supplier shall not incur any liability or responsibility to its Manufacturer, MANNATECH Mannatech or to third parties arising out of or connected in any manner with Manufactured Productsthe use, sale and distribution of Mannatech’s products containing Manapol or Hi Fi. WITHOUT LIMITING IN ANY MANNER THE PROVISION OF SECTION 15(b), IN NO EVENT SHALL CARALOE MANNATECH BE LIABLE TO SUPPLIER FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT OR THE MANUFACTURED PRODUCTSAGREEMENT. MANNATECH and its Manufacturer Mannatech shall jointly and severally defend, indemnify and hold harmless CARALOE Supplier and its affiliates, and their respective officers, directors, employees and agents, from and against all claims, liabilitiessuits, demandslosses, causes of action, damages, liabilities, and expenses and losses (including reasonable attorneys’ fees arbitration or court costs and expenses) attorney’s fees), arising out of or connected with (i) any manufacture, the use, sale or other disposition of Manufactured Products, the Mannatech products that contain Manapol or any other products of MANNATECH Hi Fi as an ingredient; or its Manufacturer, by MANNATECH, its Manufacturer or any other party and (ii) any breach by MANNATECH and/or its Manufacturer Mannatech of any of their its respective obligations under this Supply Agreement. 13.2 Without limiting (b) Notwithstanding anything contained herein to the contrary, Supplier shall assume all financial and other obligations related to its manufacture and production of Manapol, Hi Fi, and/or other products supplied by Supplier to Mannatech and Mannatech shall not incur any liability or responsibility to Supplier or to third parties arising out of or connected in any manner with the provisions production of section 13.1Manapol and/or other products supplied to Mannatech by Supplier. WITHOUT LIMITING IN ANY MANNER THE PROVISION OF SECTION 15(a), CARALOE shall defendIN NO EVENT SHALL SUPPLIER BE LIABLE TO MANNATECH FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT. Supplier expressly agrees to indemnify and hold harmless MANNATECH Mannatech and its Manufacturer and their affiliates, and their respective officers, directors, employees and agents, from and against all claims, liabilitiessuits, demandslosses, causes of action, damages, liabilities, and expenses and losses (including reasonable attorneys’ fees arbitration or court costs and expenses) attorney’s fees), arising out on account of or connected with (i) and claim that Manapol® Powder the production of the products supplied to Mannatech or its Designee by CARALOE Supplier, but only to the extent caused injury in whole or damage to a person in part by the negligent acts or property and omissions of Supplier or any of its employees, agents, representatives, subcontractors, or suppliers or anyone for whose acts they may be liable, or (ii) any breach by CARALOE Supplier of any of its respective obligations under this Supply Agreement.

DISCLAIMER AND INDEMNITY. 13.1 To the extent that CARALOE warrants conformity of the Manapol® Powder as set forth in paragraph 9 herein, MANNATECH shall assume all financial and other obligations for its products made with Manapol® powder, and CARALOE shall not incur any liability or responsibility to its ManufacturerMANUFACTURER, MANNATECH or to third parties arising out of or connected in any manner with Manufactured Products. IN NO EVENT SHALL CARALOE BE LIABLE FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT OR THE MANUFACTURED PRODUCTS. MANNATECH and its Manufacturer MANUFACTURER shall jointly and severally defend, indemnify and hold harmless CARALOE and its affiliates, and their respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ fees and expenses) arising out of or connected with (i) any manufacture, use, sale or other disposition of Manufactured Products, or any other products of MANNATECH or its ManufacturerMANUFACTURER, by MANNATECH, its Manufacturer MANUFACTURER or any other party and (ii) any breach by MANNATECH and/or its Manufacturer MANUFACTURER of any of their respective obligations under this Supply Agreement. 13.2 Without limiting in any manner the provisions of section 13.1, CARALOE shall defend, indemnify and hold harmless MANNATECH and its Manufacturer MANUFACTURER and their affiliates, and respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ fees and expenses) arising out of or connected with (i) and claim that Manapol® Powder supplied by CARALOE caused injury or damage to a person or property and (ii) any breach by CARALOE of any of its obligations under this Supply Agreement.

DISCLAIMER AND INDEMNITY. 13.1 To the extent that CARALOE warrants conformity of the Manapol® Powder 14.1 Subject to CARRINGTON'S representations and warranties as set forth in paragraph 9 ▇▇▇▇▇ ▇▇ ▇▇▇agraph 8 herein, MANNATECH shall assume all financial and other obligations for its products made with Manapol® powderthe Manufactured Products, and CARALOE CARRINGTON shall not incur any liability or responsibility to its Manufacturer, MANNATECH or to third parties arising out of or connected in any manner with the Manufactured Products. WITHOUT LIMITING IN ANY MANNER THE PROVISIONS OF SECTION 13.2, IN NO EVENT SHALL CARALOE CARRINGTON BE LIABLE FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT OR THE MANUFACTURED PRODUCTS. MANNATECH and its Manufacturer shall jointly and severally defend, indemnify and hold harmless CARALOE CARRINGTON and its affiliates, and their respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ ' fees and expenses) arising out of or connected with (i) any the manufacture, use, sale or other disposition of the Manufactured Products, Products or any other products of MANNATECH or its Manufacturer, by MANNATECH, its Manufacturer or any other party and products; (ii) the wrongful or negligent use by MANNATECH of the Mark; or (iii) any breach by MANNATECH and/or its Manufacturer of any of their respective its ▇▇spective obligations under this Supply Agreement. 13.2 Without limiting in 14.2 Notwithstanding anything contained herein to the contrary, CARRINGTON shall assume all financial and other obligations related to its production of the Manapol[R] powder and/or other products supplied by CARRINGTON and MANNATECH shall not incur any manner the provisions of section 13.1, CARALOE shall defend, indemnify and hold harmless MANNATECH and its Manufacturer and their affiliates, and respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ fees and expenses) liability ▇▇ ▇▇▇▇▇nsibility to CARRINGTON or to third parties arising out of or c▇▇▇▇▇▇▇▇ ▇n any manner with the Manapol[R] powder or other products supplied to MANATECH by CARRINGTON provided such products are made, used, ▇▇▇▇▇▇▇ ▇nd sold by MANNATECH in compliance with this Agreement. WITHOUT LIMITING IN ANY MANNER THE PROVISIONS OF SECTION 13.1, IN NO EVENT SHALL MANNATECH BE LIABLE FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT OR THE MANAPOL[R] POWDER OR OTHER MANAPOL[R] PRODUCTS. CARRINGTON expressly agrees to indemnify and hold harm▇▇▇▇ ▇▇▇▇▇TECH from and against claims, suits, losses, causes of action, damages, liabilities, and expenses including arbitration or court costs and attorney's fees, arising on account of injuries to or the death of any person, or damages to property including loss of use, from or in any manner connected with (i) and claim that Manapol® Powder the Manapol[R] powder, or other products supplied by CARALOE to MANNATECH by CARRINGTON or the work performed by or for MANNATEC▇ ▇▇▇▇▇ ▇▇is contract, but only to the extent caused injury in whole or damage to a person in part by the negligent acts or property and (ii) any breach by CARALOE omissions of CARRINGTON or any of its obligations under this Supply Agreementemployees, agents, representat▇▇▇▇, ▇▇▇contractors, or suppliers or anyone for whose acts they may be liable.

DISCLAIMER AND INDEMNITY. 13.1 11.1 To the extent that CARALOE warrants conformity of the Manapol® Manapol[R] Powder as set forth in paragraph 9 7 herein, MANNATECH shall assume all financial and other obligations for its products made with Manapol® Manapol[R] powder, and CARALOE shall not incur any liability or responsibility to its ManufacturerNAI, MANNATECH or to third parties arising out of or connected in any manner with Manufactured Products. IN NO EVENT SHALL CARALOE BE LIABLE FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT OR THE MANUFACTURED PRODUCTS. MANNATECH and its Manufacturer NAI shall jointly and severally defend, indemnify and hold harmless CARALOE and its affiliates, and their respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ ' fees and expenses) arising out of or connected with (i) any manufacture, use, sale or other disposition of Manufactured Products, or any other products of MANNATECH or its ManufacturerNAI, by MANNATECH, its Manufacturer NAI or any other party and (ii) any breach by MANNATECH and/or its Manufacturer NAI of any of their respective obligations under this Supply Agreement. 13.2 11.2 Without limiting in any manner the provisions of section 13.111.1, CARALOE shall defend, indemnify and hold harmless MANNATECH and its Manufacturer NAI and their affiliates, and respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ ' fees and expenses) arising out of or connected with (i) and claim that Manapol® Manapol[R] Powder supplied by CARALOE caused injury or damage to a person or property and (ii) any breach by CARALOE of any of its obligations under this Supply Agreement.

DISCLAIMER AND INDEMNITY. 13.1 To the extent that CARALOE warrants conformity of the Manapol® Powder 14.1 Subject to ▇▇▇▇▇▇▇▇▇▇’▇ representations and warranties as set forth in paragraph 9 Paragraph 8 herein, MANNATECH shall assume all financial and other obligations for its products made with Manapol® powderthe Manufactured Products, and CARALOE ▇▇▇▇▇▇▇▇▇▇ shall not incur any liability or responsibility to its Manufacturer, MANNATECH or to third parties arising out of or connected in any manner with the Manufactured Products. WITHOUT LIMITING IN ANY MANNER THE PROVISIONS OF SECTION 13.2, IN NO EVENT SHALL CARALOE ▇▇▇▇▇▇▇▇▇▇ BE LIABLE FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT OR THE MANUFACTURED PRODUCTS. MANNATECH and its Manufacturer shall jointly and severally defend, indemnify and hold harmless CARALOE ▇▇▇▇▇▇▇▇▇▇ and its affiliates, and their respective officers, directors, employees and agents, from and against all claims, liabilities, demands, damages, expenses and losses (including reasonable attorneys’ fees and expenses) arising out of or connected with (i) any the manufacture, use, sale or other disposition of the Manufactured Products, Products or any other products of MANNATECH or its Manufacturer, by MANNATECH, its Manufacturer or any other party and products; (ii) the wrongful or negligent use by MANNATECH of the ▇▇▇▇; or (iii) any breach by MANNATECH and/or its Manufacturer of any of their its respective obligations under this Supply Agreement. 13.2 Without limiting 14.2 Notwithstanding anything contained herein to the contrary, ▇▇▇▇▇▇▇▇▇▇ shall assume all financial and other obligations related to its production of the Manapol® powder and/or other products supplied by ▇▇▇▇▇▇▇▇▇▇ and MANNATECH shall not incur any liability or responsibility to ▇▇▇▇▇▇▇▇▇▇ or to third parties arising out of or connected in any manner with the provisions of section Manapol® powder or other products supplied to MANATECH by ▇▇▇▇▇▇▇▇▇▇ provided such products are made, used, handled and sold by MANNATECH in compliance with this Agreement. WITHOUT LIMITING IN ANY MANNER THE PROVISIONS OF SECTION 13.1, CARALOE shall defendIN NO EVENT SHALL MANNATECH BE LIABLE FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT OR THE MANAPOL® POWDER OR OTHER MANAPOL® PRODUCTS. ▇▇▇▇▇▇▇▇▇▇ expressly agrees to indemnify and hold harmless MANNATECH and its Manufacturer and their affiliates, and respective officers, directors, employees and agents, from and against all claims, suits, losses, causes of action, damages, liabilities, demandsand expenses including arbitration or court costs and attorney’s fees, damagesarising on account of injuries to or the death of any person, expenses and losses (or damages to property including reasonable attorneys’ fees and expenses) arising out loss of use, from or in any manner connected with (i) and claim that the Manapol® Powder powder, or other products supplied by CARALOE to MANNATECH by ▇▇▇▇▇▇▇▇▇▇ or the work performed by or for MANNATECH under this contract, but only to the extent caused injury in whole or damage to a person in part by the negligent acts or property and (ii) any breach by CARALOE omissions of ▇▇▇▇▇▇▇▇▇▇ or any of its obligations under employees, agents, representatives, subcontractors, or suppliers or anyone for whose acts they may be liable. 14.3 Further, ▇▇▇▇▇▇▇▇▇▇ agrees to indemnify MANNATECH against, and to reimburse MANNATECH for, all damages for which it is held liable in any proceeding brought by a third party in which MANNATECH’S use of the ▇▇▇▇, as permitted and in accordance with this Supply Agreement, is held to constitute trademark infringement or dilution, and for all costs MANNATECH reasonably incurs in the defense of any claim brought against it or in any proceeding in which it is named as a party (in each case, limited to expenses incurred prior to ▇▇▇▇▇▇▇▇▇▇’▇ assumption of the defense of such claim or proceeding), provided that MANNATECH promptly notifies ▇▇▇▇▇▇▇▇▇▇ of the claim or proceeding and has otherwise complied with this Supply Agreement, and provided that MANNATECH has tendered control of the defense and settlement of the claim or proceeding to ▇▇▇▇▇▇▇▇▇▇.

DISCLAIMER AND INDEMNITY. 13.1 To the extent that CARALOE warrants conformity of the Manapol® Powder (a) Subject to Supplier’s representations and warranties as set forth in paragraph 9 Section 8 herein, MANNATECH Mannatech shall assume all financial and other obligations for its use, sale and distribution of Mannatech’s products made with Manapol® powdercontaining the Manapol Powder, and CARALOE Supplier shall not incur any liability or responsibility to its Manufacturer, MANNATECH Mannatech or to third parties arising out of or connected in any manner with Manufactured Productsthe use, sale and distribution of Mannatech’s products containing Manapol Powder. WITHOUT LIMITING IN ANY MANNER THE PROVISION OF SECTION 15(b), IN NO EVENT SHALL CARALOE MANNATECH BE LIABLE TO SUPPLIER FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT OR THE MANUFACTURED PRODUCTSAGREEMENT. MANNATECH and its Manufacturer Mannatech shall jointly and severally defend, indemnify and hold harmless CARALOE Supplier and its affiliates, and their respective officers, directors, employees and agents, from and against all claims, liabilitiessuits, demandslosses, causes of action, damages, liabilities, and expenses and losses (including reasonable attorneys’ fees arbitration or court costs and expenses) attorney’s fees), arising out of or connected with (i) any manufacture, the use, sale or other disposition of Manufactured Products, the Mannatech products that contain the Manapol Powder as an ingredient; or any other products of MANNATECH or its Manufacturer, by MANNATECH, its Manufacturer or any other party and (ii) any breach by MANNATECH and/or its Manufacturer Mannatech of any of their its respective obligations under this Supply Agreement. 13.2 Without limiting (b) Notwithstanding anything contained herein to the contrary, Supplier shall assume all financial and other obligations related to its manufacture and production of the Manapol Powder and/or other products supplied by Supplier to Mannatech and Mannatech shall not incur any liability or responsibility to Supplier or to third parties arising out of or connected in any manner with the provisions of section 13.1Manapol Powder or other products supplied to Mannatech by Supplier provided such products are made, CARALOE shall defendused, handled and sold by Mannatech in compliance with this Agreement. WITHOUT LIMITING IN ANY MANNER THE PROVISION OF SECTION 15(a), IN NO EVENT SHALL SUPPLIER BE LIABLE TO MANNATECH FOR LOST PROFITS, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF OR CONNECTED IN ANY MANNER WITH THIS AGREEMENT. Supplier expressly agrees to indemnify and hold harmless MANNATECH Mannatech and its Manufacturer and their affiliates, and their respective officers, directors, employees and agents, from and against all claims, liabilitiessuits, demandslosses, causes of action, damages, liabilities, and expenses and losses (including reasonable attorneys’ fees arbitration or court costs and expenses) attorney’s fees), arising out on account of injuries to or the death of any person, or damages to property including loss of use, from or in any manner connected with (i) and claim that Manapol® Powder the Manapol Powder, or other products supplied to Mannatech by CARALOE Supplier or the work performed for Mannatech under this Agreement, but only to the extent caused injury in whole or damage to a person in part by the negligent acts or property and (ii) any breach by CARALOE omissions of Supplier or any of its obligations under this Supply Agreementemployees, agents, representatives, subcontractors, or suppliers or anyone for whose acts they may be liable.