Common use of Indemnification Limitations of Liability Clause in Contracts

Indemnification Limitations of Liability. Each party will indemnify, defend, and hold the other party and its respective officers, directors and employees harmless from any third party claims, losses, injuries, or other damages (including reasonable attorney’s fees) arising out of the negligence or willful misconduct of the indemnifying party in its performance relating to this Agreement. Company will further indemnify, defend, and hold EIC and its officers, directors and employees harmless from any third party claims, losses, injuries, or other damages (including reasonable attorney’s fees) arising out of the events marketed, advertised or provided by Company. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAMME IS PROVIDED “AS IS” WITH ALL FAULTS, AND EIC DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PROGRAMME, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EIC BE LIABLE TO COMPANY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES RELATED TO DELAYS, LOSS OF BUSINESS, REVENUE, OR PROFITS) IN CONNECTION WITH THIS AGREEMENT, USE OR INABILITY TO USE THE PROGRAMME, UNDER ANY LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EIC BE LIABLE FOR ANY THIRD PARTY CLAIM. LIABILITY FOR DAMAGES SHALL BE LIMITED AND/OR EXCLUDED AS PROVIDED IN THIS AGREEMENT, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. EIC’S TOTAL LIABILITY FOR ANY ACTUAL OR ALLEGED DAMAGES ARISING OUT OF, BASED ON OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO THE GREATER OF THE AMOUNT OF FEES (IF ANY) ACTUALLY PAID OR OWED BY COMPANY DURING 12 MONTH PERIOD IMMEDIATELY PRIOR TO A CLAIM OR $1,000.

Indemnification Limitations of Liability. 7.1 Each party will (the “Indemnifying Party”) shall indemnify, defend, defend and hold the other party and its respective officers, directors directors, managers, employees and employees agents, if any, (the “Indemnified Party”) harmless from and against any third party and all liabilities, claims, lossescosts, injuriesassessments, fees or other damages (expenses of any kind, including without limitation defense costs and reasonable attorney’s attorneys’ fees) , arising out from or related in any way to a breach by the Indemnifying Party of the negligence any of its covenants, warranties or willful misconduct of the indemnifying party representations contained in its performance relating to this Agreement. Company will further indemnify, defend, and hold EIC and its officers, directors and employees harmless from any third party claims, losses, injuries, or other damages (including reasonable attorney’s fees) arising out of the events marketed, advertised or provided by Company. . 7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAMME IS PROVIDED “AS IS” WITH ALL FAULTS, AND EIC DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PROGRAMME, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN UNDER NO EVENT CIRCUMSTANCES SHALL EIC EITHER PARTY BE LIABLE TO COMPANY THE OTHER PARTY FOR ANY LOST PROFITS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES RELATED TO DELAYS, LOSS OF BUSINESS, REVENUE, OR PROFITS) IN CONNECTION WITH THIS AGREEMENT, USE OR INABILITY TO USE THE PROGRAMME, UNDER ANY LEGAL THEORY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EIC BE LIABLE FOR ) HOWEVER CAUSED AND UNDER ANY THIRD PARTY CLAIM. THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, STRICT LIABILITY FOR DAMAGES SHALL BE LIMITED AND/AND NEGLIGENCE, ARISING FROM OR EXCLUDED AS PROVIDED IN THIS AGREEMENT, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. EIC’S TOTAL LIABILITY FOR ANY ACTUAL OR ALLEGED DAMAGES ARISING OUT OF, BASED ON OR RELATED RELATING TO THIS AGREEMENT. 7.3 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 4, WHETHER BASED IN CONTRACTNEITHER PARTY MAKES, TORT AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING NEGLIGENCEINCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WARRANTY OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO . WITHOUT LIMITING THE GREATER GENERALITY OF THE AMOUNT OF FEES (IF ANY) ACTUALLY PAID OR OWED BY COMPANY DURING 12 MONTH PERIOD IMMEDIATELY PRIOR TO A CLAIM OR $1,000FOREGOING AND EXCEPT AS OTHERWISE STATED HEREIN, EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY MAKES NO WARRANTY THAT THE CONTENT WEB PAGES WILL BE ACCESSIBLE WITHOUT INTERRUPTION.

Indemnification Limitations of Liability. Each party will indemnifyParty (an “lndemnifying Party”) shall protect, defend, indemnify and hold harmless the other party Party and its respective officerssuch other Party's employees, directors and employees harmless agents (each, an “Indemnitee”) from and against losses, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees) resulting from any third party claims, losses, injuries, or other damages (including reasonable attorney’s fees) claims brought against any Indemnitees solely arising out of any material breach by the negligence Indemnifying Party of this Agreement or the willful misconduct or grossly negligent failure of Indemnifying Party to comply with the applicable terms of HIPAA. The application of the indemnifying party foregoing indemnity is conditional upon the Indemnitee: (i) notifying lndemnifying Party in its performance relating writing of any such claim promptly; (ii) providing reasonable cooperation; (iii) granting lndemnifying Party full authority to this Agreement. Company will further indemnify, defend, defend or settle the claim; and hold EIC and its officers, directors and employees harmless from (iv) not making any third party claims, losses, injuries, or other damages (including reasonable attorney’s fees) arising out settlement in respect of the events marketed, advertised claim or provided by Companytaking any action which may prejudice lndemnifying Party’s defense of the claim. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAMME IS PROVIDED “AS IS” WITH ALL FAULTS, AND EIC DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PROGRAMME, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EIC WILL EITHER PARTY BE LIABLE TO COMPANY THE OTHER PARTY OR ANY THIRD PARTIES FOR ANY INCIDENTAL, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVECONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES RELATED TO DELAYS, LOSS OF BUSINESS, REVENUE, OR PROFITS) IN CONNECTION WITH WITH, THIS AGREEMENTAGREEMENT OR ANY PART THEREOF, USE WHETHER OR INABILITY TO USE THE PROGRAMME, UNDER ANY LEGAL THEORY, EVEN IF NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESDAMAGE. IN NO EVENT SHALL EIC BE LIABLE THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. EXCEPT FOR (I) ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY OR (II) FOR THE INDEMNIFICATION OBLIGATIONS HEREUNDER, THE TOTAL LIABILITY OF EITHER PARTY TO THE OTHER PARTY OR TO ANY THIRD PARTY CLAIM. LIABILITY FOR DAMAGES SHALL BE LIMITED AND/OR EXCLUDED AS PROVIDED IN THIS AGREEMENT, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. EIC’S TOTAL LIABILITY FOR ANY ACTUAL OR ALLEGED DAMAGES ARISING OUT OF, BASED ON OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR ANY OTHER LEGAL THEORYOTHERWISE UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE GREATER NOT EXCEED FOR EVERY EVENT OR SERIES OF CONNECTED EVENTS, THE AMOUNT OF FEES (IF ANY) ACTUALLY PAID OR OWED BY COMPANY DURING 12 MONTH PERIOD IMMEDIATELY PRIOR COVERED ENTITY TO A CLAIM OR $1,000BUSINESS ASSOCIATE FOR BUSINESS ASSOCIATE’S PERFORMANCE OF SERVICES UNDER THE SERVICES AGREEMENT.