Indemnities/Limitation of Liability Clause Samples

Indemnities/Limitation of Liability. Subject to Section 6.6, each party will indemnify the other party, its directors, officers, employees, agents, attorneys and Affiliates (collectively "Indemnified party") from and against the entire amount of any Material Loss. A "Material Loss" will mean all costs, expenses, damages or liabilities, including attorneys' fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a party ("Indemnifying party") of any representation, warranty or covenant contained in this Agreement which amounts, in the aggregate, to at least $1,000,000. If any claim or demand is asserted against an Indemnified party in respect of which such Indemnified party may be entitled to indemnification under this Agreement, the Indemnified party will promptly give Notice of such claim or demand to the Indemnifying party. The Indemnifying party will have the right, but not the obligation, by notifying the Indemnified party after its receipt of the Notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified party to participate, at the Indemnified party's expense and with counsel of the Indemnified party's choice), the defence, compromise, or settlement of the matter, including, at the Indemnifying party's expense, employment of counsel of the Indemnifying party's choice. Any damages to the assets or business of the Indemnified party caused by a failure by the Indemnifying party to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner, after the Indemnifying party has given Notice that it will assume control of the defence, compromise, or settlement of the matter, will be included in the damages for which the Indemnifying party will be obligated to indemnify the Indemnified party. Any settlement or compromise of a matter by the Indemnifying party will include a full release of claims against the Indemnified party which have arisen out of the indemnified claim or demand.

Indemnities/Limitation of Liability. 1The Provider shall indemnify and keep indemnified the Authority against all actions, proceedings, costs, claims, demands, liabilities, losses and expenses whatsoever whether arising in tort (including negligence) default or breach of this agreement, to the extent that any such loss or claim is due to the breach of contract, negligence, wilful default or fraud of itself or of its employees or of any of its Representatives or sub-contractors save to the extent that the same is directly caused by or directly arises from the negligence, breach of this agreement or applicable law by the Authority or its Representatives (excluding any Provider's Personnel).

Indemnities/Limitation of Liability. ‌ 10.1 The Client shall indemnify the Supplier against any and all losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs calculated on a full indemnity basis and all other profession costs and expenses), costs, damages, claims, demands, legal action or liabilities suffered or incurred by the Supplier arising directly or indirectly from a breach by the Client of this Agreement or failure by the Client to comply with its obligations under this Agreement, including in relation to clauses 9 or 14. 10.2 The restrictions on liability in this clause 10 apply to every liability arising under or in connection with this Agreement including liability in contract tort (including negligence), misrepresentation, restitution or otherwise. 10.3 Nothing in this Agreement limits any liability which cannot legally be limited including liability for:‌ 10.3.1 death or personal injury caused by negligence; 10.3.2 fraud or fraudulent misrepresentation; 10.3.3 any matter in respect of which it would be unlawful for the parties to exclude or restrict liability. 10.4 Subject to clause 10.3, the Supplier's total liability to the Client shall not exceed an aggregate amount of the Services Fees paid by the Client to the Supplier 10.5 Subject to clause 10.3, the Supplier shall not be liable under this Agreement for any: 10.5.1 loss of profits; 10.5.2 loss of sales or business; 10.5.3 loss of agreements or contracts; 10.5.4 loss of anticipated savings; 10.5.5 loss of use or corruption of software, data or information; 10.5.6 loss, or damage of whatever nature due to or arising through any cause beyond its reasonable control; 10.5.7 loss of or damage to goodwill; 10.5.8 any consequential impact of underperformance of the Equipment including but not limited to causing the Client to exceed the capacity of its supply or agreed service capacity; 10.5.9 indirect or consequential loss incurred or suffered by the Client; and 10.5.10 damage to third party equipment including but not limited to any loss or damage arising from use of the Equipment. 10.6 Subject to clause 10.3, all implied terms and conditions as to the quality or performance of the Equipment and any other goods or services provided under this Agreement are to the fullest extent permitted by law excluded from this Agreement. 10.7 The Supplier provides no guarantee of: 10.7.1 performance or electricity generation and has no liability with respect...

Indemnities/Limitation of Liability. 6.1 The Client shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use of the Services. 6.2 The Supplier does not accept any liability for any loss or damage of any nature, including but not limited to loss of profits, goodwill, or any other type of financial or other pecuniary or direct or special indirect or consequential loss howsoever arising whether in negligence or for breach of contract or other duty as a result of using the Services.

Indemnities/Limitation of Liability. (a) Each Party shall indemnify the other Party, its directors, officers, employees, agents and attorneys, or Affiliates (collectively "Indemnified Party") from and against the entire amount of any Material Loss. A "

Indemnities/Limitation of Liability. The Company shall be fully responsible for and liable in respect of, and shall indemnify, defend and hold harmless the Government, its officers, employees and agents from and against all liabilities, damages, losses, claims, demands, suits, costs, expenses (including reasonable attorney’s fees and expenses) and all proceedings of any nature, whatsoever, for bodily injury (including death) or property damage resulting directly or indirectly from any negligence, default, wilful misconduct or omission by the Company or any of its employees; The Government shall be fully responsible for and liable in respect of, and shall indemnify, defend and hold harmless the Company, its officers, employees and agents from and against all liabilities, damages, losses, claims, demands, suits, costs, expenses (including reasonable attorney’s fees and expenses) and all proceedings of any nature, whatsoever, for bodily injury (including death) or property damage resulting directly or indirectly from any negligence, default, wilful misconduct or omission by the Government or any of its employees;

Indemnities/Limitation of Liability. 12.1 The Company shall be fully responsible for and liable in respect of, and shall indemnify, defend and hold harmless the Government, its officers, employees and agents from and against all liabilities, damages, losses, claims, demands, suits, costs, expenses (including reasonable attorney’s fees and expenses) and all proceedings of any nature, whatsoever, for bodily injury (including death) or property damage resulting directly or indirectly from any negligence, default, wilful misconduct or omission by the Company or any of its employees; 12.2 The Government shall be fully responsible for and liable in respect of, and shall indemnify, defend and hold harmless the Company, its officers, employees and agents from and against all liabilities, damages, losses, claims, demands, suits, costs, expenses (including reasonable attorney’s fees and expenses) and all proceedings of any nature, whatsoever, for bodily injury (including death) or property damage resulting directly or indirectly from any negligence, default, wilful misconduct or omission by the Government or any of its employees; 12.3 If the Company disposes of effluent in ponds designated and approved in writing by the Government for such disposal and if the Company disposes of sludge in Landfills designated by the Government for such disposal, the Company shall not incur any liability in carrying out such disposals in such designated ponds or landfills, such liabilities to the extent not covered by adjustments to the Tariffs or by insurance, shall be the responsibility of the Government. 12.4 The Company shall not be responsible for the state or condition of Septage disposal areas already existing within the Agreed Concession Areas at the Signature Date. All Liabilities associated therewith, and proceedings of any nature whatsoever for bodily injury or property damage pertaining to the condition of such Septage disposal areas shall, to the extent not covered by Insurance, be the responsibility of the Government. 12.5 The Company shall in no event be liable to the Government, by way of indemnity or by reason of any breach of the Contract or in tort or otherwise, for of profit or loss of any contract or for any indirect special or consequential loss or damage which may be suffered by the Government in connection with the Contract.

Indemnities/Limitation of Liability. Each Party shall indemnify, defend and hold harmless the other Party, its managers, members, directors, officers, employees, agents and attorneys-in-fact, or Affiliates (collectively, “Indemnified Party”) from and against the entire amount of any Material Loss. A “Material Loss” means all costs, expenses, damages, fines, penalties or liabilities, including attorneys’ fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a Party (“Indemnifying Party”) of any representation, warranty or covenant contained in this Agreement. A Material Loss shall not be deemed to have occurred until, in the aggregate, an Indemnified Party incurs losses, costs, damages or liabilities in excess of ten thousand dollars ($10,000) (the “Indemnification Threshold”) relating to breaches of warranties, representations and covenants contained in this Agreement. Once the Indemnification Threshold is reached, the Indemnifying Party shall be liable for the entire amount of the Material Loss.

Indemnities/Limitation of Liability. (a) Each Party shall indemnify the other Party, its officers, directors, agents, employees and its Affiliates (collectively, the "INDEMNIFIED PARTY") from and against any Material Loss. A "MATERIAL LOSS" shall mean all costs, expenses, damages or liabilities, including attorneys' fees and other costs of litigation (including threatened or pending) arising out of or based on a breach by a Party ("INDEMNIFYING PARTY") of any representation, warranty or covenant contained in this Article 3 or elsewhere in this Agreement. A Material Loss shall be deemed to have occurred if, in the aggregate, an Indemnified Party incurs losses, costs, damages or liabilities in excess of three thousand dollars ($3,000.00) relating to the warranties, representations and covenants described in Article 3 or elsewhere in this Agreement.