Indemnification Limitation on Liability Clause Samples

Indemnification Limitation on Liability. 10.1. Broadcaster shall indemnify, defend and hold harmless Dish TV and its officers, directors, employees, and agents against and from any and all third party claims, lawsuits, costs, liabilities, judgments, damages and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with: (i) Breach of any of the warranties and representations provided by Broadcaster, other provisions of this Agreement, applicable laws, rules, regulations and Codes such as Programming and Advertising Codes etc., (ii) The distribution by Dish TV of the Channel through the DTH services, in accordance with the terms of this Agreement which if results in a violation of the rights of any third party, including any intellectual property rights. 10.2. Under no circumstances shall either Party be liable to the other for any indirect, special or consequential loss or damages arising under this Agreement.

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 (ii) EXCEPT AS SPECIFICALLY SET FORTH IN THIS LICENSE AGREEMENT, EACH COMPANY HEREBY RELEASES AND AGREES TO INDEMNIFY AND HOLD HARMLESS EACH SOG PARTY FROM ANY AND ALL LOSSES (A) ARISING FROM, IN CONNECTION WITH, OR RELATING TO THIS LICENSE AGREEMENT (INCLUDING MISUSE OR INAPPROPRIATE DISCLOSURE OF ANY PORTION OF THE DATA AND/OR DERIVATIVES, OR ANY OTHER BREACH OF THIS LICENSE AGREEMENT BY ANY OF THE ENTITIES NAMED IN SECTIONS 3(a) – (h) OF THIS LICENSE AGREEMENT) TO THE EXTENT NOT DIRECTLY CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT OF SUCH SOG PARTY OR (B) ARISING FROM OR RELATING TO ANY MATERIAL BREACH, VIOLATION OR INACCURACY OF ANY OF A COMPANY’S COVENANTS, REPRESENTATIONS OR WARRANTIES HEREUNDER. (iii) EXCEPT AS SPECIFICALLY SET FORTH IN THIS LICENSE AGREEMENT AND SUBJECT TO THE PROVISIONS OF SECTION 7(a)(ii) HEREIN AND SECTION 9(c) OF THE SERVICES AGREEMENT, SOG HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS SUBSIDIARIES AND AFFILIATES AND EACH OF THEIR RESPECTIVE EQUITY HOLDERS, MANAGERS, OFFICERS, UNITHOLDERS, AGENTS AND EMPLOYEES (EACH, A “COMPANY PARTY”) FROM ANY AND ALL (A) LOSSES TO THE EXTENT ARISING FROM, IN CONNECTION WITH, OR RELATING TO A SOG PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT IN CONNECTION WITH SOG’S GRANT OF THE LICENSE CONTEMPLATED HEREBY OR (B) THIRD PARTY CLAIMS TO THE EXTENT ARISING FROM, IN CONNECTION WITH, OR RELATING TO THE FAILURE OF SOG TO HAVE VALID RIGHT, TITLE AND INTEREST IN AND TO THE DATA. (iv) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7(a)(ii), THE INDEMNITY OBLIGATION IN SECTION 7(a)(ii) SHALL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING, WITHOUT LIMITATION, SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW OR OTHER FAULT OF ANY INDEMNIFIED PERSON OR ANY PRE-EXISTING DEFECT; PROVIDED, HOWEVER, THAT, SOLELY WITH RESPECT TO SECTION 7(a)(ii), THIS PROVISION SHALL NOT APPLY TO THE GROSS NEGLIGE...

Indemnification Limitation on Liability a. Sorrento shall indemnify, defend and hold Harbrew and its parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives (the "Harbrew Indemnified Parties") harmless from and against any and all claims, liabilities, demands, actions, causes of action, judgments, settlements, and expenses (including, but not limited to, reasonable attorneys' fees, costs, and expenses) ("Damages") arising out of or in connection with any (i) third-party claims based upon infringement of any United States patent, copyright, or other proprietary right by the Intellectual Property, excepting any Damages resulting from the intentionally wrongful or negligent acts of the Harbrew Indemnified Parties or (ii) third-party product-liability claim in which the death, personal injury, illness, property damage or other loss is conclusively determined to have resulted from the proper use of the Product manufactured by Sorrento and dispensed by a licensed veterinarian. b. Harbrew shall indemnify, defend and hold Sorrento and its parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives (the "Sorrento Indemnified Parties") harmless from and against any and all claims, liabilities, demands, actions, causes of action, judgments, settlements, and expenses (including, but not limited to, reasonable attorneys' fees, costs, and expenses) ("Damages") arising out of or in connection with Harbrew' breach of any representation, warranty, covenant, or agreement made by Harbrew under or in connection with this Agreement or the failure of Harbrew to perform any of its covenants or agreements contained in this Agreement. c. Upon obtaining knowledge thereof, the party to be indemnified (the "Indemnified Party") shall promptly notify the party which is required to provide indemnification (the "Indemnifying Party") in writing of any damage, claim, loss, liability or expense which the Indemnified Party has determined has given rise or could give rise to a claim under this Section 16 (such written notice being hereinafter referred to as a "Notice of Claim"). A Notice of Claim shall contain a brief description of the nature and estimated amount of any such claim giving rise to a right of indemnification. With respect to any claim or demand set forth in a Notice of Claim relating to a third-party claim, the Indemnifying Party shall have the power and right to defend, direct the defense, compromise and settle, in good faith and at its expens...

Indemnification Limitation on Liability. Section 11.

Indemnification Limitation on Liability. 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. 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. Insurance 27 Article 15 Dispute Resolution 30 Article 16 General Provisions 30 Article 17 Miscellaneous 31 Exhibits *** 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.

Indemnification Limitation on Liability. (a) The Master Servicer and the Sub-Servicer each agrees to and hereby does indemnify and hold harmless the Master Servicer, in the case of the Sub-Servicer, and the Sub-Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees or agents) from and against any and all liability, claim, loss, out of pocket cost (including reasonable attorneys' fees), penalty, expense or damage of the Master Servicer, in the case of the Sub-Servicer, and the Sub-Servicer, in the case of the Master Servicer (including any of their partners, directors, officers, employees or agents) incurred (i) by reason of willful misfeasance, bad faith or negligence in the performance of servicing duties hereunder or reckless disregard of servicing obligations or duties hereunder by such party, (ii) resulting from such party's failure to comply with its other obligations under this Agreement or (iii) resulting from such party's breach of its representations and warranties made in this Agreement. Each indemnified party hereunder shall give prompt written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however, that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. This Section 5.04 shall survive the termination of this Agreement and the termination or resignation of the Master Servicer or the Sub-Servicer. (b) Neither the Master Servicer nor the Sub-Servicer nor any of their respective directors, officers, employees or agents shall be under any liability to the other, the holders of the Certificates, the Companion Holders, the Depositor, the Trustee or any other Person for any action taken or for refraining from the taking of any action in good faith, or using reasonable business judgment, consistent with the Servicing Standard; provided that this provision shall not protect such party or any such person against any liability which would otherwise be imposed by reason of against any breach of a representation or warranty contained herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in its performance of duties under the Agreement or by reason of negligent disregard of obligations and duties hereunder; and provided, further, that the Sub-Servicer shall not be protected by this statement to any greater extent than the Master Servicer is protected under ...