Indemnification and Liability Limitations Clause Samples

Indemnification and Liability Limitations. Following the Closing and delivery of the Deeds but subject to the limitations set forth in this Section 12.2, each party, their successor and permitted assigns (the “Indemnifying Party”) shall defend, indemnify and save the other party, its successors and permitted assigns (the “Indemnified Party”) harmless against and from all liability, cost, damage and expense (including attorneys’ fees) in connection with any and all direct and third-party claims, damages, suits, actions and proceedings asserted against the Indemnified Party, its trustees, employees and agents brought by any entity or person (including the Indemnifying Party) as a result or on account the Indemnifying Party’s breach of any of its covenants under this Agreement that survive Closing and the Indemnifying Party’s breach of any of its representations and warranties expressly set forth in this Agreement. Notwithstanding the foregoing, (a) neither party will be liable for consequential, incidental, indirect, punitive, special or exemplary damages or lost profits, (b) in no event shall the total liability of Seller or Purchaser under this Agreement for breach of representation or warranty exceed, in the aggregate, five percent (5%) of the Purchase Price, (c) before making a claim for a breach of any representation or warranty contained in the Deed, Purchaser must first bring and exhaust such claim against any title policy issued to Purchaser following Closing, and during the entire period Purchaser is pursuing its claim against any title policy, the statute of limitations on such claim with respect to Seller shall be tolled so long as Purchaser diligently pursues any claim against any title policy,
View SourceView Similar (2)
Indemnification and Liability Limitations. Because ASU is a public institution, any indemnification, liability limitation, releases, or hold harmless provisions are limited as required by Arizona law, including Article 9, Sections 5 and 7 of the Arizona Constitution and ARS §§ 35-154 and 41-621. ASU’s liability under any claim for indemnification is limited to claims for property damage, personal injury, or death to the extent caused by acts or omissions of ASU. Required when ASU is being asked to indemnify or agree to a limitation of liability.
View SourceView Similar (2)
Indemnification and Liability Limitations. 38 14.1 Indemnification by Enzon.........................................38 14.2 Indemnification by Inex..........................................39 14.3
View Source
Indemnification and Liability Limitations. Because ABOR is a public institution, any indemnification, liability limitation, releases, or hold harmless provisions are limited as required by Arizona law, including Article 9, Sections 5 and 7 of the Arizona Constitution and ARS §§ 35-154 and 41-621. ▇▇▇▇’s liability under any claim for indemnification is limited to claims for property damage, personal injury, or death to the extent caused by acts or omissions of ABOR.
View Source
Indemnification and Liability Limitations 
View SourceView Similar (17)

Related to Indemnification and Liability Limitations

  • Indemnification and Liability To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

  • Indemnification and Limitation of Liability (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC. (b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages. (c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC. (d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them. (e) The provisions of this Section shall survive the termination of this Agreement.

  • Liability Exculpation and Indemnification 5 5.1 Liability ........................................................ 5 5.2 Exculpation ...................................................... 5 5.3 Indemnification .................................................. 6 5.4 Expenses ......................................................... 6 5.5 Severability ..................................................... 6 5.6