INDEMNITIES AND LIMITATION OF LIABILITY Sample Clauses
The "Indemnities and Limitation of Liability" clause defines the responsibilities of each party to compensate the other for certain losses or damages, while also setting boundaries on the amount or types of liability each party may face under the contract. Typically, this clause specifies scenarios where one party must cover the costs arising from third-party claims, breaches, or negligence, and may cap the total financial exposure for each party. Its core function is to allocate risk between the parties, ensuring that liability is managed and predictable, and to protect both sides from potentially unlimited or unforeseen losses.
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INDEMNITIES AND LIMITATION OF LIABILITY. 16.1. In addition to the indemnification provisions contained in this Agreement, Principal agrees to indemnify, defend and hold harmless Custodian and its affiliates providing services under this Agreement, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities including, without limitation, reasonable attorneys' fees and disbursements and liabilities ("Claims") arising directly or indirectly from any action or omission to act which Custodian takes in connection with the provision of services to Principal. Neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian’s or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Agreement. The provisions of this Paragraph 15 shall survive termination of this Agreement.
16.2. In all cases, Custodian’s liability under this Agreement shall be limited to the resulting direct loss, if any, incurred by Principal. Under no circumstances shall Custodian be liable for any incidental, consequential, indirect, punitive, or special damage which Principal may incur or suffer in connection with this Agreement.
INDEMNITIES AND LIMITATION OF LIABILITY. 16.1 SELLER AND BUYER MUTUALLY COVENANT TO PROTECT, DEFEND, INDEMNIFY AND HOLD EACH OTHER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, LOSSES, EXPENSES (INCLUDING WITHOUT LIMITATION, COSTS OF DEFENSE, ATTORNEY’S FEES AND INTEREST), DAMAGES, FINES, PENALTIES, CAUSES OF ACTION AND LIABILITIES OF EVERY TYPE AND CHARACTER, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY OR DEATH TO ANY PERSON INCLUDING EMPLOYEES OF EITHER PARTY OR LOSS OR DAMAGE TO ANY PERSONAL OR REAL PROPERTY, CAUSED BY, ARISING OUT OF OR RESULTING FROM THE ACTS OR OMISSIONS OF NEGLIGENCE OR WILLFUL ACTS OF SUCH INDEMNIFYING PARTY, ITS OFFICERS, EMPLOYEES OR AGENTS WITH RESPECT TO THE PURCHASE AND SALE OF PRODUCT HEREUNDER. IN THE EVENT THE PARTIES ARE JOINTLY AND/OR CONCURRENTLY NEGLIGENT, EACH PARTY SHALL INDEMNIFY THE OTHER PARTY TO THE EXTENT OF ITS NEGLIGENT ACTS OR OMISSIONS OR WILLFUL ACTS.
16.2 IF PRODUCT IS DELIVERED ODORIZED, NOTWITHSTANDING ANYTHING IN THESE GENERAL TERMS AND CONDITIONS IS CONTRACT TO THE CONTRARY, UPON RECEIPT FROM SELLER OF DOCUMENTATION OF THE REQUIRED ODORIZATION, BUYER’S INDEMNIFICATION OBLIGATION UNDER THESE GENERAL TERMS AND CONDITIONS SHALL INCLUDE, AMONG ANY OTHER CLAIMS, THOSE COMPRISING OR ASSERTING LACK OF OR INADEQUATE WARNING MATERIALS, IMPROPER AMOUNTS, USE OR TYPE OF ODORANT, “ODORANT FADING,” LACK OF WARNING ON SUPPLEMENTAL WARNING SYSTEMS (SUCH AS GAS DETECTORS) AND IMPROPER TRAINING OR MONITORING OF BUYER’S WARNING OR TRAINING PROGRAMS RESPECTING ODORIZATION. IF BUYER DESIRES ANY PRODUCT DELIVERED HEREUNDER TO BE UNODORIZED, BUYER MUST FURNISH AN UNSTENCHED PRODUCT REQUEST TO SELLER ON A FORM ACCEPTABLE TO SELLER’S LEGAL DEPARTMENT.
16.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY PROSPECTIVE OR LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES.
INDEMNITIES AND LIMITATION OF LIABILITY. 15. Termination 16. Assignment
INDEMNITIES AND LIMITATION OF LIABILITY. The Client will fully indemnify the Host against all costs, expenses, liabilities, losses, damages and judgements that the Host may incur or be subject to as a result of any of the following: The Client’s misuse of the Service; The Client’s breach of this Agreement; The Client’s negligence or other act of default; The Activities of third parties conducted on the Client’s website using facilities such as blogs, forums and chat. Neither party shall be liable to the other under this Contract in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever. The Client agrees to indemnify the Company against any claims, damages, losses, costs and expenses which the Company may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights. The Company agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of the Confidentiality and Intellectual Property Rights clauses of this Contract committed knowingly by the Company. Nothing in this Contract shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees Force Majeure Neither the Host nor the Client shall be liable for breaching this Agreement where that breach results from Force Majeure. Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited to, acts of God; acts of war; national emergencies; governmental action; union action; civil unrest; fire; explosion; flood and theft. Term and Termination The initial period of Service provision will commence on the date that the Client’s Website goes live or the Client’s Order is processed. This term shall last for a period of 12 months, subject to the termination provisions below. Subsequent periods of Service Provision shall last for a period of 12 months each and will follow on from a previous period, without interruption, subject to the fulfilment of the Client’s obligations under the Fees and Payment Clause of this Agreement. All subsequ...
INDEMNITIES AND LIMITATION OF LIABILITY. Neither CASC nor its officers, directors, employees, agents, independent contractors or representatives shall be responsible for any injury, loss, or damage that may occur to Sponsor or Exhibitor or to Sponsor or Exhibitor's agents, employees, affiliated personnel, officers, directors, shareholders, contractors or representatives or any of their property, businesses, or other activities from any cause whatsoever, prior to, during, or after the Event. By signing the Agreement, Sponsor or Exhibitor assumes all such risk and expressly releases, and agrees to indemnify, defend and hold harmless, CASC and its officers, directors, employees, agents, independent contractors and representatives from any and all claims for such loss, injury, or damages. Furthermore, Sponsor or Exhibitor releases and discharges CASC and its officers, directors, employees, agents, independent contractors and representatives from any and all liabilities arising out of, or in any way related to, the selection, rejection, or removal of Sponsor or Exhibitor to or from the Event and enforcement of the Agreement. Sponsor or Exhibitor also hereby agrees to indemnify, defend and hold harmless CASC and its officers, directors , employees, agents, independent contractors and representatives, from and against any and all losses, damages, suits, claims, causes of action, liabilities, expenses, costs including, without limitation, attorneys' fees, costs of court and costs of other professionals incurred , arising out of, and/or resulting from Sponsor or Exhibitor's infringement of the intellectual property rights of any third party, or any of its agents, employees, affiliated personnel, officers, directors, shareholders, contractors or representatives, in distributing, selling, or offering to distribute or sell any product or service, in allowing any person to test any product or service, or in offering sample use of any product or service, whether occurring prior to, during or after the Event. Exhibitors are liable for any damage caused to building floors, walls, columns or tables or to any other exhibitor’s property. Exhibitors may not apply paint, lacquer, adhesive or any other coating to any part of the facility. Walls, doors, ceilings and mirrors must be free of any materials at all times; no posting will be allowed on any surfaces.
INDEMNITIES AND LIMITATION OF LIABILITY. The Client will fully indemnify the Host against all costs, expenses, liabilities, losses, damages and judgements that the Host may incur or be subject to as a result of any of the following: ▪ The Client’s misuse of the Service; ▪ The Client’s breach of this Agreement; ▪ The Client’s negligence or other act of default; ▪ The Activities of third parties conducted on the Client’s website using facilities such as blogs, forums and chat. Neither party shall be liable to the other under this Contract in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever. The Client agrees to indemnify the Company against any claims, damages, losses, costs and expenses which the Company may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights. The Company agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of the Confidentiality and Intellectual Property Rights clauses of this Contract committed knowingly by the Company. Nothing in this Contract shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees Neither the Host nor the Client shall be liable for breaching this Agreement where that breach results from Force Majeure. Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited to, acts of God; acts of war; national emergencies; governmental action; union action; civil unrest; fire; explosion; flood and theft. The initial period of Service provision will commence on the date that the Client’s Website goes live or the Client’s Order is processed. This term shall last for a period of either one month or a year depending on the invoice frequence agreed, subject to the termination provisions below. Subsequent periods of Service Provision shall last for a period of one month or a year and will follow on from a previous period, without interruption, subject to the fulfilment of the Client’s obligations under the Fees and Payment ...
INDEMNITIES AND LIMITATION OF LIABILITY. 13.1 DB Cargo indemnity
INDEMNITIES AND LIMITATION OF LIABILITY. 18.1. In addition to the indemnification provisions contained in this Amended and Restated Agreement, Principal agrees to indemnify, defend, and hold harmless Custodian and its affiliates providing services under this Amended and Restated Agreement, including their respective officers, directors, agents, and employees from all taxes, charges, expenses, assessments, claims and liabilities including, without limitation, reasonable attorneys' fees, and disbursements and liabilities ("Claims") arising directly or indirectly from any action or omission to act which Custodian takes in connection with the provision of services to Principal, Manager, Authorized Agents Valuation Agent, and other , authorized agents. Neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian’s or its affiliates' own willful misconduct, gross negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Amended and Restated Agreement. The provisions of this Paragraph 18 shall survive termination of this Amended and Restated Agreement.
18.2. In all cases, Custodian’s liability under this Amended and Restated Agreement shall be limited to the resulting direct loss, if any, incurred by Principal. Under no circumstances shall Custodian be liable for any incidental, consequential, indirect, punitive, or special damage which Principal may incur or suffer in connection with this Amended and Restated Agreement.
INDEMNITIES AND LIMITATION OF LIABILITY. The Lessee shall fully indemnify, defend and hold harmless the Lessor, of any liability which may be incurred or suffered by the Lessor and which may arise out of or as a result of any of the following causes:
a) any breach by the Lessee of any of its obligations, covenants, agreements, representations or warranties set forth in this Lease Deed; and
b) any loss of property, damage to property, personal injury or death occasioned to or suffered by any person, to the extent that the damage to or loss of property or the personal injury or death is caused willfully or negligently by the Lessee.
INDEMNITIES AND LIMITATION OF LIABILITY. 14.1 The provisions of clauses 14 and 9 set out the entire liability of the Supplier and its Affiliates (including any liability for the acts or omissions of its and their consultants, employees, agents and authorised representatives) to the Customer in respect of:
a) any breach of this Agreement; and
b) any representation, statement, or tortuous act or omission (including negligence) arising under or in connection with this Agreement.
14.2 The Supplier will indemnify the Customer against any losses, damages, costs, liabilities and expenses (including legal expenses) arising out of a claim by a third party that use of the Platforms and Software by the Customer in accordance with Clause 11.4 (a) infringes the Intellectual Property Rights of such third party.
14.3 The Customer will indemnify the Supplier and its Affiliates against any losses, damages, costs, liabilities and expenses (including legal expenses) arising out of a claim by a third party that use of the Customer Materials by the Supplier, its Affiliates, or their subcontractors in accordance with clause 11.3 infringes the Intellectual Property Rights of such third party.
14.4 Each Party undertakes that, if any claim, demand or action is made or threatened by any third party that may give rise to a claim for an indemnity under this Agreement, then that Party will (as the case may be):
14.4.1 notify the indemnifying Party in writing of such claim, demand or action as soon as is reasonably practicable after becoming aware of any claim which is or may be covered by an indemnity given by the indemnifying Party in this Agreement;
14.4.2 notify the indemnifying Party in writing of such claim, demand or action as soon as is reasonably practicable after becoming aware of any claim which is or may be covered by an indemnity given by the indemnifying Party in this Agreement;
14.4.3 allow the indemnifying Party (if the indemnifying Party so requests) the conduct and control (at the indemnifying Party's cost) of the defence of such claims and any related settlement negotiations;
14.4.4 promptly give the indemnifying Party (at the indemnifying Party's cost) all reasonable co-operation, assistance and information which may be relevant; and
14.4.5 not admit, defend, compromise, negotiate or settle the claim or action without the written consent of the indemnifying Party (such consent not to be unreasonably withheld).
14.5 Nothing in this Agreement excludes or limits the liability of the Supplier or its Affiliates...