Common use of Indemnities and Liability Clause in Contracts

Indemnities and Liability. (a) Cross Indemnity - HealthGate and the Publishers each agree to indemnify, defend and hold harmless the other from any and all claims, actions, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of or relating to the death or bodily injury of any agent, employee, customer, business invitee or business visitor of the indemnitor, or arising out of or relating to loss of or damage to tangible real or tangible personal property, to the extent that such claim, action, liability, loss, damage, cost or expense was proximately caused by the indemnifying party's tortious act or omission, or by those of its agents or employees. (b) Patent Indemnity - HealthGate and the Publishers each agree to indemnify, defend and hold harmless the other from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of any claims of infringement of any patent, or a trade secret, or any copyright, trademark, service ▇▇▇▇, trade name or similar proprietary rights conferred by contract or by common law or by any law of any applicable jurisdiction alleged to have occurred because of the system including but not limited to hardware, software, and data provided by the indemnitor under this Agreement. (c) Indemnification Procedures - With respect to third-party claims subject to the indemnities set forth in this Clause 28, the indemnitee shall notify the indemnitor promptly of any matters in respect of which the foregoing indemnity may apply and of which the indemnitee has knowledge and shall give the indemnitor full opportunity to control the response thereto and the defense thereof; including, without limitation, any agreement relating to the settlement thereof; provided that the indemnitee shall have the right to approve any settlement or any decision not to defend. The indemnitee's failure to promptly give notice shall affect the indemnitor's obligation to indemnify the indemnitee only to the extent that the indemnitor's rights are materially prejudiced thereby. The indemnitee may participate, at its own expense, in any defense and any settlement directly or through counsel of its choice. If the indemnitor elects not to defend, the indemnitee shall have the right to defend or settle the claim as it may deem appropriate, at the cost and expense of the indemnitor, which shall promptly reimburse the indemnitee for all such costs, expenses and settlements amounts.

Indemnities and Liability. (a) Cross Indemnity - HealthGate and the Publishers each agree to 14.1. AREVA shall indemnify, defend and hold harmless the other THORIUM POWER and its Affiliates from any and against all third party costs, claims, actionssuits, losses, damages, liabilities, costs and expenses, expenses (including reasonable attorneys' fees ’ fees) and expenses, damages (collectively "Losses") directly arising out of or resulting from any wilful or gross negligent act or omission by AREVA relating to the death subject matter of this Agreement (except where such Losses arose or bodily injury resulted from any negligent act or omission by THORIUM POWER) provided that THORIUM POWER gives reasonable notice to AREVA of any agent, employee, customer, business invitee such claim or business visitor of the indemnitor, or arising out of or relating to loss of or damage to tangible real or tangible personal property, to the extent that such claim, action, liability, loss, damage, cost tenders the defense of such claim or action to AREVA and assists AREVA at AREVA’s expense was proximately caused by the indemnifying party's tortious act in defending such claim or omission, action and does not compromise or by those of its agents settle such claim or employeesaction without AREVA’s prior written consent. (b) Patent Indemnity - HealthGate and the Publishers each agree to 14.2. THORIUM POWER shall indemnify, defend and hold harmless the other AREVA and its Affiliates from any and against all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, Losses directly arising out of or resulting from any claims wilful or gross negligent act or omission by THORIUM POWER relating to the subject matter of infringement this Agreement (except where such Losses arose or resulted from any negligent act or omission by AREVA) provided that AREVA gives reasonable notice to THORIUM POWER of any patentsuch claim or action, tenders the defense of such claim or a trade secretaction to THORIUM POWER and assists THORIUM POWER at THORIUM POWER expense in defending such claim or action and does not compromise or settle such claim or action without THORIUM POWER prior written consent. 14.3. In any other cases of damages resulting from violation of contractual obligations or tort, the liability of both Parties shall be limited to intentionally tortuous acts and gross negligence. Except as provided in the preceding sentence, neither party shall be liable to the other for direct damages, whether in contract, tort or otherwise. Neither Party shall in any copyrightevent be liable for any indirect, trademarkeconomic, service ▇▇▇▇special, trade name consequential or similar proprietary rights conferred by contract or by common law or by any law punitive damage of any applicable jurisdiction alleged kind from any cause in relation to have occurred because of the system including but not limited to hardware, software, and data provided by the indemnitor under this Agreement. (c) Indemnification Procedures - With respect to third-party claims subject to the indemnities set forth in this Clause 28, the indemnitee shall notify the indemnitor promptly of any matters in respect of which the foregoing indemnity may apply and of which the indemnitee has knowledge and shall give the indemnitor full opportunity to control the response thereto and the defense thereof; includingnor for, without limitation, loss of profits, goodwill or business interruption. The Parties agree that the foregoing limitations will not be read so as to limit any agreement relating liability to an extent that would not be permitted under applicable law. The Parties agree that the foregoing limitations will not be read to apply to any breach of a Party’s obligations under Section 10 (Confidentiality), to any failure to pay royalties or to any infringement or misappropriation of the other Party’s IPR (including without limitation Background or Foreground). 14.4. The Parties agree that for the purpose of this Agreement and in particular with regard to the settlement thereof; IPR, Background and/or Foreground or other information, technology and/or materials provided that the indemnitee shall have the right to approve any settlement or any decision not to defend. The indemnitee's failure to promptly give notice shall affect the indemnitor's obligation to indemnify the indemnitee only by one Party to the extent that other Party, and/or shared or exchanged between the indemnitor's rights are materially prejudiced thereby. The indemnitee may participateParties pursuant to this Agreement, at its own expenseTHORIUM POWER shall in no manner be considered to be a nuclear operator within the meaning of, in particular the Paris Convention on Third Party Liability in the Field of Nuclear Energy of July 29th, 1960 or within the meaning of any defense and any settlement directly other similar legislation or through counsel of its choice. If the indemnitor elects not to defendregulations, the indemnitee shall have the right to defend whether national or settle the claim as it international that may deem appropriate, at the cost and expense of the indemnitor, which shall promptly reimburse the indemnitee for all such costs, expenses and settlements amountsapply.

Indemnities and Liability. 13.1 As far as the law permits, the Owner excludes all warranties, conditions, rights and remedies the Hirer would otherwise be entitled to by law. 13.2 Subject to any other clause in the Hire Agreement to the contrary, the Owner’s liability for loss or damage (aincluding loss of actual or anticipated profits or revenue, economic loss of any kind or any loss suffered as a result of any claim or claims by third parties or any other Consequential Loss) Cross Indemnity - HealthGate incurred by the Hirer or a person making a claim against the Hirer is excluded as far as the law permits. 13.3 The Hirer is liable for and indemnifies the Publishers each agree to indemnifyOwner against all liability, defend and hold harmless the other from any and all claims, actions, losses, damages, liabilitiesloss, costs and expensesexpenses (including legal fees, including reasonable attorneys' fees costs and expensesdisbursements on a full indemnity basis) arising from or incurred in connection with the Hirer’s hire and use of the Equipment or its breach of the Hire Agreement, except to the extent that such losses are caused by the Owner’s negligence. 13.4 The indemnity in clause 14.3 is a continuing obligation, separate and independent from the other obligations of the parties and survives termination, completion and expiration of the Hire Agreement. It is not necessary for the Owner to incur expense or make any payment before enforcing the right of indemnity conferred by the Hire Agreement. The Hirer must pay on demand any amount it must pay under an indemnity in the Hire Agreement. 13.5 To the maximum extent permitted by law and without limiting the other clauses of this Hire Agreement, the Owner’s total liability arising out of or relating in connection with its performance of its obligations pursuant to the death or bodily injury of any agent, employee, customer, business invitee or business visitor of the indemnitor, these General Terms and Conditions or arising out of or relating in connection with the hire of specific Equipment (including pursuant to or for breach of these Conditions or repudiation thereof, under statute, in equity or for tort, including negligent acts or omissions) is limited to the GST exclusive aggregate price paid by the Hirer to the Owner for the specific Equipment that gave rise to the loss of or damage to tangible real or tangible personal property, in question. The limitations and exclusions in this sub-clause 14.5 do not apply to the extent that such claim, action, liability, loss, damage, cost any loss is directly attributable to: (i) personal injury or expense was proximately death caused by the indemnifying party's tortious act Owner’s default, breach of these General Terms and Conditions or omissionnegligence; or (ii) fraud by the Owner. Each party must take reasonable steps to mitigate any Loss it suffers or incurs. 13.6 To the extent that the Equipment hired by the Owner is not of a kind ordinarily used for personal, domestic or by those household use and the Hirer is taken to be a consumer for the purposes of its agents section 64A of the Australian Consumer Law, the Hirer agrees that where it is fair and reasonable to do so the Owner’s liability for a failure to comply with a consumer guarantee under the Australian Consumer Law (other than a guarantee under ss 51 (title), 52 (undisturbed possession) or employees.53 (undisclosed securities)) is limited to, at the option of the Owner, one or more of the following: (a) replacement of the Equipment or the supply of equivalent equipment; (b) Patent Indemnity - HealthGate and the Publishers each agree to indemnify, defend and hold harmless the other from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of any claims of infringement of any patent, or a trade secret, or any copyright, trademark, service ▇▇▇▇, trade name or similar proprietary rights conferred by contract or by common law or by any law of any applicable jurisdiction alleged to have occurred because repair of the system including but not limited to hardware, software, and data provided by the indemnitor under this Agreement.Equipment; (c) Indemnification Procedures - With respect to third-party claims subject to the indemnities set forth in this Clause 28, the indemnitee shall notify the indemnitor promptly payment of any matters in respect of which the foregoing indemnity may apply and of which the indemnitee has knowledge and shall give the indemnitor full opportunity to control the response thereto and the defense thereof; including, without limitation, any agreement relating to the settlement thereof; provided that the indemnitee shall have the right to approve any settlement or any decision not to defend. The indemnitee's failure to promptly give notice shall affect the indemnitor's obligation to indemnify the indemnitee only to the extent that the indemnitor's rights are materially prejudiced thereby. The indemnitee may participate, at its own expense, in any defense and any settlement directly or through counsel of its choice. If the indemnitor elects not to defend, the indemnitee shall have the right to defend or settle the claim as it may deem appropriate, at the cost and expense of replacing the Equipment or of hiring equivalent equipment; or (d) the payment of the indemnitor, which shall promptly reimburse cost of having the indemnitee for all such costs, expenses and settlements amountsEquipment repaired.

Indemnities and Liability. (a) Cross Indemnity - HealthGate and Except to the Publishers each agree to extent caused by the negligence or willful misconduct of Landlord or any Landlord Parties (defined below), Tenant shall indemnify, defend and hold Landlord, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, agents, tenants, subtenants, contractors, subcontractors, licensees, and invitees (“Landlord Parties”) harmless the other against and from any and all liabilities, obligations, damages, penalties, claims, actions, lossescosts, damages, liabilities, costs charges and expenses, including including, without limitation, reasonable attorneys' attorney’s fees and expensesother professional fees (if and to the extent permitted by Law), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Parties and arising out of or relating in connection with any damage or injury occurring in the Premises, acts or omissions (including, without limitation, violations of Law) of Tenant and the Tenant Parties (defined below), and failure to comply with the provisions of this Lease. (b) Except to the death extent caused by the negligence or bodily injury willful misconduct of Tenant or any agentTenant Parties, employeeLandlord shall indemnify, customerdefend and hold Tenant, business invitee its trustees, members, principals, beneficiaries, partners, officers, directors, employees, agents, subtenants, contractors, subcontractors, licensees, and invitees (“Tenant Parties”) harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law), which may be imposed upon, incurred by or business visitor asserted against Tenant or any of the indemnitor, or Tenant Parties and arising out of or relating in connection with the acts or omissions (including, without limitation, violations of Law) of Landlord and Landlord Parties, and failure to comply with the provisions of this Lease. (c) Except with respect to any loss or damage occasioned by the gross negligence or willful misconduct of Landlord or Landlord Parties, neither Landlord, nor any agent or employee of Landlord, shall be liable for (a) loss of or damage to tangible real or tangible personal property, any property of Tenant entrusted to the extent that such claim, action, liability, loss, damage, cost or expense was proximately caused by the indemnifying party's tortious act or omission, or by those any of its Landlord’s agents or employees. , (b) Patent Indemnity - HealthGate and the Publishers each agree loss of or damage to indemnifyany property of Tenant by theft or otherwise, defend and hold harmless the other from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of any claims of infringement of any patent, or a trade secret, or any copyright, trademark, service ▇▇▇▇, trade name or similar proprietary rights conferred by contract or by common law or by any law of any applicable jurisdiction alleged to have occurred because of the system including but not limited to hardware, software, and data provided by the indemnitor under this Agreement. (c) Indemnification Procedures - With respect any injury or damage to third-party claims subject to any property resulting from fire, explosion, falling plaster, steam, gas, electricity, dust, water or snow, or leaks from any part of the indemnities set forth Building or from the pipes, appliances or plumbing system, or from the roof, street or subsurface or any other place or by dampness, or from any other cause whatsoever, or (d) any such damage caused by other occupants or persons in this Clause 28, the indemnitee shall notify the indemnitor promptly Building or by construction of any matters in respect of which the foregoing indemnity may apply and of which the indemnitee has knowledge and shall give the indemnitor full opportunity to control the response thereto and the defense thereof; includingprivate, without limitation, any agreement relating to the settlement thereof; provided that the indemnitee shall have the right to approve any settlement public or any decision not to defend. The indemnitee's failure to promptly give notice shall affect the indemnitor's obligation to indemnify the indemnitee only to the extent that the indemnitor's rights are materially prejudiced thereby. The indemnitee may participate, at its own expense, in any defense and any settlement directly or through counsel of its choice. If the indemnitor elects not to defend, the indemnitee shall have the right to defend or settle the claim as it may deem appropriate, at the cost and expense of the indemnitor, which shall promptly reimburse the indemnitee for all such costs, expenses and settlements amountsquasi-public work.

Indemnities and Liability. Except to the extent covered by insurance maintained by Landlord and except to the extent caused by the negligence or intentional misconduct of Landlord, its agents, employees or contractors (including contractors undertaking the Tenant Improvement Work) Tenant agrees to protect, defend (with counsel approved by the Landlord), indemnify and save the Landlord harmless from and against any and all claims and liabilities including attorneys’ fees arising: (i) from the Tenant’s or its employees, agents, invitees, assignees, subtenants or contractors, conduct or management of or from any work or thing whatsoever done by Tenant, its employees, agents, invitees, assignees, licensees, subtenants or contractors in or about the Premises during the Term and from any condition existing, or any injury to or death of persons or damage to property occurring or resulting from Tenant’s occupancy of the Premises during the Term in or about the Premises; and (ii) from any breach or default on the part of the Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to the terms of this Lease or from any negligent act or omission on the part of the Tenant or any of its agents, employees, subtenants, licensees, invitees or assignees. The Tenant further agrees to indemnify the Landlord from and against all costs, expenses (including reasonable attorneys’ fees) and other liabilities incurred in connection with any such indemnified claim or action or proceeding brought thereon, any and all of which, if reasonably suffered, paid or incurred by the Landlord, the Tenant shall pay promptly upon demand to the Landlord as Additional Rent. Notwithstanding anything in this Lease to the contrary, this indemnity provision shall remain in effect and may be enforced whether or not Landlord is made a party to any litigation, and shall survive the expiration or earlier termination of the term of this Lease. Except to the extent covered by insurance maintained by Landlord and except to the extent caused by the negligence or intentional misconduct of Landlord, its agents, employees or contractors (including contractors undertaking the Tenant Improvement Work) neither Landlord, nor any agent or employee of Landlord, shall be liable for (a) Cross Indemnity - HealthGate and the Publishers each agree to indemnify, defend and hold harmless the other from any and all claims, actions, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of or relating to the death or bodily injury of any agent, employee, customer, business invitee or business visitor of the indemnitor, or arising out of or relating to loss of or damage to tangible real any property of Tenant, or tangible personal propertyof any other person, entrusted to any of Landlord’s agents or employees, (b) loss of or damage to any property of Tenant or of any other person by theft or otherwise, (c) any injury or damage to any person or property resulting from fire, explosion, falling plaster, steam, gas, electricity, dust, water or snow, or leaks from any part of the Building or from the pipes, appliances or plumbing system, or from the roof, street or subsurface or any other place or by dampness, or from any other cause whatsoever, (d) any such damage caused by other occupants or persons in the Building or by construction of any private, public or quasi-public work, or (e) any latent defect in the Premises or the Building. Except to the extent that such claim, action, liability, loss, damage, cost or expense was proximately covered by insurance maintained by Landlord and except to the extent caused by the indemnifying party's tortious act negligence or omissionintentional misconduct of Tenant, its agents, employees or by those contractors, Landlord shall, during the term of its agents or employees. (b) Patent Indemnity - HealthGate this Lease, indemnify and the Publishers each agree to indemnify, defend save harmless Tenant from and hold harmless the other from against any and all claims, actions, damages, claims and liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of any claims of infringement of any patent, or a trade secret, or any copyright, trademark, service ▇▇▇▇, trade name or similar proprietary rights conferred by contract or by common law or by any law of any applicable jurisdiction alleged to have occurred because of the system including but not limited to hardware, software, and data provided by the indemnitor under this Agreement. (c) Indemnification Procedures - With respect to third-party claims subject to the indemnities set forth in this Clause 28, the indemnitee shall notify the indemnitor promptly of any matters in respect of which the foregoing indemnity may apply and of which the indemnitee has knowledge and shall give the indemnitor full opportunity to control the response thereto and the defense thereof; including, without limitation, attorneys’ fees, caused by: (i) from the Landlord’s or its employees, agents, invitees, assignees, subtenants or contractors, conduct or management of or from any work or thing whatsoever done by Landlord, its employees, agents, invitees, assignees, licensees, subtenants or contractors in or about the Building or Property during the Term; and (ii) from any breach or default on the part of the Landlord in the performance of any covenant or agreement relating on the part of the Landlord to be performed pursuant to the settlement thereof; provided that terms of this Lease or from any negligent act or omission on the indemnitee shall have part of the right to approve any settlement Landlord or any decision not to defendof its agents, employees, subtenants, licensees, invitees or assignees. The indemnitee's failure to promptly give notice shall affect the indemnitor's obligation to indemnify the indemnitee only Notwithstanding anything in this Lease to the extent that contrary, this indemnity provision shall remain in effect and may be enforced whether or not Tenant is made a party to any litigation, and shall survive the indemnitor's rights are materially prejudiced thereby. The indemnitee may participate, at its own expense, in any defense and any settlement directly expiration or through counsel of its choice. If the indemnitor elects not to defend, the indemnitee shall have the right to defend or settle the claim as it may deem appropriate, at the cost and expense earlier termination of the indemnitor, which shall promptly reimburse the indemnitee for all such costs, expenses and settlements amountsterm of this Lease.