Indemnification and Liability definition

Indemnification and Liability. The typical gross negligence or wilful misconduct approach applies, subject to cross-indemnification outcomes with respect to the conduct of Land Activities.
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Examples of Indemnification and Liability in a sentence

  • These include License, Representations and Warranties, Indemnification and Liability, and General.

  • The rights, obligations and conditions set forth in the Sections of this AGREEMENT entitled Indemnification and Liability, Insurance, Notices, Cost Principles, and any right, obligation or condition that, by its express terms or nature and context is intended to survive the termination or expiration of this AGREEMENT, shall survive until the last applicable statute of limitations expires.

  • SMI agrees that for purposes of SMI’s indemnification obligations under Section 6 (Indemnification and Liability) of the Agreement (i) all CPL Products shall be included as and considered to be Products and (ii) all representations and warranties, covenants, or obligations of CPL under this First Amendment shall be deemed to be representations and warranties, covenants, or obligations of SMI under the Amended Agreement.

  • It is understood that such insurance shall not be construed to create a limit of each party’s liability with respect to its indemnification obligations under Section 6 (Indemnification and Liability) of the Amended Agreement or Section 4.1 of this First Amendment.

  • The terms and conditions of the Agreement, including, without limitation, the provisions regarding Indemnification and Liability, govern the use of each Service.

  • The rights, obligations and conditions set forth in the Sections of this AGREEMENT entitled Indemnification and Liability, Insurance, Notices, Cost Principles, and any right, obligation or condition that, by its express terms or nature and context is intended to survive the termination or expiration of this AGREEMENT, will survive until the last applicable statute of limitations expires.

  • Section 1 (Definitions and Usage), this Section 4.2, Sections 15.6 (Non-Breach of Law), 17.5(a) (Principal Agreements), 20.4 (Equity Rebalancing True-Up), 21 (Confidential Information), 22 (Indemnification and Liability), 24 (Dispute Resolution Procedures), 25 (Assignment), and 26 (Miscellaneous), and Annex A (Dispute and Expert Resolution Procedures) shall continue in force after such termination.

  • Without limitation, the following Sections shall survive: Compensation (Section 3); Data and Reports (Section 5); Public Disclosure (Section 6); Intellectual Property (Section 7); No Warranty (Section 9); Indemnification and Liability (Section 10); and Governing Law (Section 17).

  • The provisions of Sections 13 (Representations and Warranty), 16 (Confidentiality, Security and Background Investigations), 17 (Indemnification and Liability), 23 (Transition), and Appendix A shall survive the expiration or termination of this Agreement.

  • Notwithstanding anything herein to the contrary, Section 13 (Indemnification and Liability Insurance) and, with respect to Section 4(b) of this Agreement only, Section 14 (Reimbursement of your Expenses to Enforce this Agreement) of your Prior Agreement shall remain in full force and effect in accordance with its terms.

Related to Indemnification and Liability

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.