Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for: i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors, ii. fraud or fraudulent misrepresentation; or iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or iv. any other liability which cannot be lawfully excluded or limited. b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses. c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions. d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing. e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 6 contracts
Sources: Contract for Exhibition Participation, Sponsorship Agreement, Contract for Exhibition Participation (Booth)
Liability and Indemnity. a17.1 We shall not be liable for any default of any counterparty, bank, custodian, sub-custodian or other entity (apart from an affiliated company of ours) Nothing which holds money, investments or other documents of title on your behalf or with or through whom Transactions on your behalf are conducted.
17.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our gross negligence, wilful default or fraud.
17.3 Save to the extent we may otherwise expressly agree, you undertake to keep us, our agents and employees fully and effectually indemnified against all costs, charges, claims, liabilities, fees and expenses whatsoever incurred by us and them pursuant to or in connection with the provision of the Services unless the same arise directly from our or their gross negligence, wilful default or fraud.
17.4 Neither we nor any of our officers shall be liable for any loss arising from any act or omission of any agent or third party (apart from an affiliated company of ours) who performs Services pursuant to these Terms & Conditions limits except to the extent that such loss is caused by wilful default, fraud or gross negligence in the selection of such agents or third parties on the part of us or our officers.
17.5 In no event shall we or any of our officers be liable for any indirect, consequential or special loss, howsoever arising.
17.6 Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability which cannot legally be limited, whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to liability for:
i. death any communications, systems or personal injury caused by IAL’s negligence computer failure, market default, suspension, failure or closure, or the negligence of its employees, agents imposition or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort change (including negligence), contract, breach a change of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
cinterpretation) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation law or warranty set forth in the Contract; (c) death, personal injury governmental or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue regulatory requirement and we shall not be responsible in held liable for any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other loss you may incur as a result of meeting at thereof.
17.7 Nothing under Liability and Indemnity above seeks to exclude or restrict; or rely on any exclusion or restriction of; any duty or liability we may have to you under the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsregulatory system.
Appears in 5 contracts
Sources: Professional Clients and Eligible Counterparty Agreement, Professional Clients and Eligible Counterparty Agreement, Professional Client and Eligible Counterparty Agreement
Liability and Indemnity. a) 8.1. Nothing in these Terms & Conditions limits this Agreement shall exclude or in any way limit either party’s liability which cannot legally be limitedfor fraud, including but not limited to liability for:
i. or for death or personal injury caused by IAL’s negligence its negligence, or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which to the extent such liability cannot be lawfully excluded or limitedlimited as a matter of law.
b) 8.2. Subject to Clause 11(a) aboveclause 8.1 and without prejudice to any other provision of these Terms, neither party shall be liable to the other partyClient agrees that:
8.2.1. this Agreement states the full extent of ▇▇▇▇▇▇’s obligations and liabilities in respect of the Works and performance of the Services;
8.2.2. UNDER NO CIRCUMSTANCES SHALL MIKROS BE LIABLE FOR ANY INDIRECT, whether in tort (including negligence)SPECIAL, contractPUNITIVE, breach of statutory dutyINCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, or otherwise arising INCLUDING BUT NOT LIMITED TO ANY LOSS OF REVENUE OR BUSINESS PROFITS, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL, LOSS OF USE OR CORRUPTION OF DATA OR SOFTWARE, WHETHER ON A DIRECT OR INDIRECT BASIS;
8.2.3. ▇▇▇▇▇▇’s entire liability for any direct loss suffered by the Client under or in connection with these terms for loss this Agreement shall, subject to the limitations expressly set forth herein, not exceed the fees paid by the Client in accordance with this Agreement; and
8.2.4. this clause 8.2 is reasonable and necessary in the circumstances and, having regard to that fact, does not take effect harshly or unreasonably against the Client.
8.3. The Client shall indemnify and hold harmless MIKROS and its parent companies, affiliates and subsidiaries and their respective officers, directors, employees and agents (collectively, “MIKROS Indemnitees”) from and against all claims, judgements or proceedings and all costs, liabilities, losses, expenses and damages of profitsany kind (including reasonable legal and other professional fees and expenses) awarded against, loss or incurred or paid by, any of sales the MIKROS Indemnitees as a result of or businessin connection with:
8.3.1. any defamatory, loss slanderous or libelous matter or invasion of agreements privacy or contracts, loss any infringement or alleged infringement of anticipated savings, loss a third party’s Intellectual Property Rights or other rights arising out of the supply or use of the Client Materials in relation to the Works and/or in the course of carrying out the Services;
8.3.2. any damage to goodwill property caused by ▇▇▇▇▇▇ in the course of carrying out the Services as a result of any act or omission of the Client (including its officers, employees, consultants, freelancers and agents);
8.3.3. the publication, processing, use, distribution and/or exhibition of the Client Materials;
8.3.4. ▇▇▇▇▇▇ carrying out any of Client’s written instruction(s) or following the written instructions of Client (including, but not limited to, any claim that Client does not have full and lawful authority to place or authorize MIKROS to execute an order with MIKROS in respect of the Client Materials); and
8.3.5. any breach by the Client, including its officers, employees, consultants, freelancers and agents, of any of these Terms or the terms of any Contract for Services.
8.4. Clause 8.3 above shall apply whether the Client, or its officers, employees, consultants, freelancers or agents, have been negligent or otherwise.
8.5. Any recommendations or suggestions by MIKROS relating to the use of the Works are given in good faith but it is for the Client to satisfy itself of the suitability of the Works for its own particular purpose. Accordingly, unless otherwise expressly agreed in writing, ▇▇▇▇▇▇ gives no warranty as to the fitness of the Works for any particular purpose, even though that purpose may be specified in the applicable Quote or Contract for Services, and any indirect implied warranty or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability condition (whether in contract, tort statutory or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionsthat effect is excluded.
d) 8.6. Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees will only look to indemnify and defend the other party and its respective affiliates and their respective directorsnot to any director, officersofficer, agents and employees (in such instanceemployee, the “Indemnified Parties”) from any third party claimsconsultant, costs, losses, damages freelancer or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, agent of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach other party for satisfaction of any representation claim, demand or warranty set forth in the Contract; (c) deathcause of action for damages, personal injury injuries or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other losses incurred as a result of meeting at the Exhibition are responsible for entering into their own business contracts other party’s action or negotiations / discussionsinaction.
Appears in 4 contracts
Sources: Terms and Conditions, Terms & Conditions of Business, Terms & Conditions of Business
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited10.1 YISSUM MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE STUDY. IN PARTICULAR, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employeesYISSUM MAKES NO WARRANTIES THAT ANY RESULTS OR INVENTIONS WILL BE ACHIEVED BY THE STUDY, agents or subcontractors,
iiOR THAT THE RESULTS, IF ANY, ARE OR WILL BE COMMERCIALLY EXPLOITABLE OR THAT THE RESULTS PATENTS, IF ANY, WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY THIRD PARTY. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claimsYISSUM SHALL HAVE NO LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY THIRD PARTY FOR OR ON ACCOUNT OF ANY INJURY, costsLOSS, lossesOR DAMAGE, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedOF ANY KIND OR NATURE, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE USE OF THE RESULTS.
b) Subject to Clause 11(a) above, neither party 10.2 The Company shall be liable for any loss, injury or damage whatsoever caused to its employees or to any person acting on its behalf or to the other partyemployees of Yissum, whether in tort (including negligence), contract, breach of statutory dutythe University, or otherwise arising under to any person acting on their behalf, or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claimsby reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made of the Results.
10.3 The Company undertakes to compensate, costsindemnify, lossesdefend and hold harmless Yissum and the University, damages or expenses any person acting on their behalf, including, without limitation, any of their employees or representatives (the “Indemnitees”) against any liability including, without limitation, product liability, damage, loss or expenses, including any reasonable legal fees) arising out of: (a) fees and litigation expenses, incurred by or imposed upon the Indemnifying PartyIndemnitees by reason of its acts or omissions or which derive from the Company’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingResults.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 3 contracts
Sources: Memorandum of Understanding (Scopus BioPharma Inc.), Memorandum of Understanding (Scopus Biopharma Inc.), Memorandum of Understanding (Scopus Biopharma Inc.)
Liability and Indemnity. a5.1 The Agency shall indemnify, defend and hold each director, officer, employee, contractor, volunteer, agent and assign of Kids Up Front (each a “Kids Up Front Indemnified Person”) Nothing harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, charges, and disbursements, and the cost of pursuing any insurance providers ("Loss") resulting from any bodily injury, death of any person, or damage to real or personal property in these Terms & Conditions limits connection with the acceptance, use and distribution of the Event Tickets by the Agency or the use of the Event Tickets and attendance at any liability which cannot legally be limitedsuch events by the Recipient(s) arising out of any negligence, breach of duty of care, or omission of the Agency in the performance of its obligations under this Agreement, including but not limited to liability for:failure to abide by the Kids Up Front Policies, except those Claims (as defined below) directly resulting from Kids Up Front’s gross negligence, willful misconduct or bad faith failure to materially comply with any of its material obligations set forth in this Agreement.
i. 5.2 Kids Up Front shall indemnify, defend and hold each director, officer, employee, contractor, volunteer, agent and assign of Agency (each an “Agency Indemnified Person”) harmless from and against any and all Loss resulting from any bodily injury, death of any person, or damage to real or personal injury property in connection with the acceptance, use and distribution of the Event Tickets by the Agency or the use of the Event Tickets and attendance at any such events by the Recipient(s) caused by IAL’s the gross negligence or the negligence willful misconduct of Kids Up Front, except those Claims (as defined below) directly resulting from Agency's negligence, willful misconduct or bad faith failure to materially comply with any of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedmaterial obligations set forth in this Agreement.
b5.3 The Party being indemnified under this Agreement (the “Indemnified Party”) Subject shall promptly notify the Party providing the indemnity under this Agreement (the “Indemnifying Party”) in writing of the discovery of any facts or circumstances that the Indemnified Party has determined could give rise to Clause 11(a) abovean indemnification claim under this section (a “Claim”), neither party and if requested by the Indemnifying Party, cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall take all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.
5.4 The Indemnifying Party shall take control of the defense and investigation of the Claim, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle any Claim in a manner that adversely affects the rights of the indemnified Party without the Indemnified Party’s prior written consent, unless the settlement results in a complete release of the Indemnified Party from all Claims. The Indemnified Party may participate in and observe the proceedings for the Claim at its own cost and expense with counsel of its own choosing.
5.5 The Indemnified Party’s failure to perform any obligations under this section 5 does not relieve the Indemnifying Party of its obligations under this section except to the extent that the Indemnifying Party can demonstrate that its ability to perform its obligations under this section has been materially prejudiced as a result of the Indemnified Party’s failure.
5.6 Neither Party nor its personnel shall be liable for consequential, indirect, or incidental damages arising out of or relating to any breach of this Agreement, whether or not the possibility of such damages has been disclosed in advance by the other partyParty or could have been reasonably foreseen by the other Party, regardless of the legal or equitable theory upon which the Claim is based.
5.7 In no event shall either Party’s aggregate liability arising out of or related to this Agreement, whether in arising out of or related to breach of contract, tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionsexceed $500.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 3 contracts
Sources: Agency Agreement, Agency Agreement, Agency Agreement
Liability and Indemnity. a) Nothing 10.1 Neither Party will be liable for any act or omission of the other Party in these Terms & Conditions limits the furnishing of that Party’s service to its customers.
10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which cannot legally be limited, including but not limited to liability for:
i. death or personal injury is proximately caused by IAL’s negligence the negligent acts or omissions or willful misconduct of the negligence of indemnifying Party or its employees, agents or subcontractors,
iicontractors in connection with the performance of this Agreement. fraud or fraudulent misrepresentation; or
iii. any obligation Such indemnity only extends to indemnify for third party claimsthe comparative degree of negligence attributable to the indemnifying Party, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedas determined by state law negligence standards.
b) Subject 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to Clause 11(a) abovepremises or equipment of Carrier resulting from the installation or removal of facilities, neither party shall services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents.
10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with Carrier in prosecuting a claim against the person causing such damage and Carrier will be liable subrogated to Citizens right to recover for the damages to the extent of such payment.
10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other party, whether in tort (including Party’s comparative negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified 10.6 The Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business will cooperate with each other as in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications.
10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a result of meeting at single incident, where the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsamount in controversy is less than one hundred dollars ($100.00).
Appears in 3 contracts
Sources: Interconnection and Traffic Interchange Agreement, Interconnection and Traffic Interchange Agreement, Interconnection and Traffic Interchange Agreement
Liability and Indemnity. a(i) Nothing in these Terms & Conditions limits Neither the Company nor the Manager shall be under any liability which cannot legally for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.
(ii) The Manager shall be limitedunder no liability whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with a detention of or delay to the Vessels) and howsoever arising in the course of performance of the Services, unless and to the extent that such loss, damage, delay or expense is proven (through a judgement of a court of competent jurisdiction) to have resulted solely from fraud, gross negligence or wilful misconduct of the Manager or its employees, in which case (save where such loss, damage, delay or expense has resulted from the Manager’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Manager’s liability for:for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of two (2) times the quarterly Flat Management Fee.
i. death (iii) Notwithstanding anything to the contrary in this Agreement, the Manager shall not be responsible for any of the actions of the crew of the Vessels, even if such actions are negligent, grossly negligent, reckless or personal injury wilful.
(iv) The Company shall keep the Manager and its employees, agents, sub-contractors (including any Sub-managers) and consultants indemnified and hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising, which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis), which the Manager may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement, including, without limitation, against all actions, proceedings, claims, demands or liabilities brought under or relating to the environmental laws, regulations or conventions of any jurisdiction (the “Environmental Laws”), or otherwise relating to pollution of the environment, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided however that such indemnity shall exclude any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever which may be caused by IAL’s or due to (A) the fraud, gross negligence or wilful misconduct of the negligence of Manager, its employees, agents or subcontractors,sub-contractors, or (B) any breach of this Agreement by the Manager.
ii. fraud or fraudulent misrepresentation; or
iii. any obligation (v) Without prejudice to the general indemnity set out in this Section, the Company hereby undertakes to indemnify the Manager, its employees, agents and sub-contractors against all taxes (including but not limited to tonnage taxes), imposts and duties levied by any government as a result of the operations of the Company or the Vessels, whether or not such taxes, imposts and duties are levied on ▇▇▇▇▇, the Shipowning Subsidiaries, the Ex-Shipowning Subsidiaries or the Manager. The Company shall pay all applicable taxes, levies, dues or fines imposed on the Company, the Vessels or the Manager as a result of the existence and operations of the Company and Vessels. For the avoidance of doubt, such indemnity shall not apply to taxes imposed on amounts paid to the Manager as consideration for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedthe performance of the Services for the Company.
b(vi) Subject It is hereby expressly agreed that no employee or agent of the Manager (including any sub-contractor from time to Clause 11(atime employed by the Manager and the employees of such sub-contractor) above, neither party shall in any circumstances whatsoever be liable under any liability whatsoever to the other partyCompany for any loss, whether damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in tort (including negligence), contract, breach the course of statutory duty, or otherwise arising under or in connection with these terms for loss his employment and, without prejudice to the generality of profitsthe foregoing provisions in this Section, loss every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of sales whatsoever nature applicable to the Manager or business, loss to which the Manager is entitled hereunder shall also be available and shall extend to protect every such employee or agent of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthe Manager acting as aforesaid.
c(vii) Subject The Company acknowledges that the Manager is unable to Clause 11(a) aboveconfirm that the Vessels, each party’s total liability (whether in contracttheir systems, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility equipment and machinery are free from defects and agrees to indemnify and defend that the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from Manager shall not under any third party claimscircumstances be liable for any losses, costs, lossesclaims, damages liabilities and expenses, which the Company may suffer or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use incur resulting from pre-existing or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth latent deficiencies in the Contract; (c) deathVessels, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agentstheir systems, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingequipment and machinery.
e(viii) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and The provisions of this Section 8 shall not be responsible remain in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result force notwithstanding termination of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsthis Agreement.
Appears in 3 contracts
Sources: Master Management Agreement (Robin Energy Ltd.), Master Management Agreement (Robin Energy Ltd.), Master Management Agreement (Robin Energy Ltd.)
Liability and Indemnity. 31.1 Each party (Indemnifying Party) must indemnify and keep the other party (Indemnified Party) indemnified from and against any direct loss, damage, costs and expenses (including reasonable legal expenses) or liability reasonably suffered or incurred by the Indemnified Party, in connection with:
(a) Nothing bodily injury to or death of any person; or
(b) physical damage to tangible property (excluding corruption of magnetic media and loss of data); to the extent caused by the negligence or wilful misconduct of the Indemnifying Party or its personnel, in these Terms & Conditions limits connection with this Agreement.
31.2 Subject to clause 31.1, the Canon Parties have no liability in relation to Your Customer Environment.
31.3 Any liability the Canon Parties may have for any liability which failure to comply with a consumer guarantee imposed by the Consumer ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or any condition or warranty implied into this Agreement by legislation that cannot legally be limitedexcluded is not excluded, including but not to the extent the law permits is limited to liability for(at the Canon Parties’ option):
(a) in the case of the Products, any one or more of:
i. death (i) replacing the Products or personal injury supplying equivalent Products;
(ii) repairing the Products;
(iii) paying the cost of replacing the Products or of acquiring equivalent Products;
(iv) paying the cost of repairing the Products; or
(b) in the case of the Services:
(i) re-supplying the Services;
(ii) paying the cost of re-supplying the Services.
31.4 To the extent the law permits, no party is liable for any of the other parties’:
(a) lost management or other staff time;
(b) loss of actual or anticipated profit, revenue, savings, use, production, opportunity, customers, contracts, interest, or goodwill; or
(c) any consequential, indirect, incidental, or special loss, damage or expense, even if it has been advised of their possible existence and even if such loss, damage or expense is caused by IAL’s negligence or the negligence of the other party, its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedcontractors.
b31.5 To the extent the law permits, the Canon Parties are not liable for loss or damage due to fair wear and tear or Your negligent or improper use of the Products.
31.6 Except for an indemnity under clauses 31.1(a) Subject to Clause 11(a) aboveand liability under clause 29, neither party shall be liable to the other full extent permitted by law, each party’s liability, and a party’s remedies under this Agreement, whether in contract, tort (including negligence), contract, breach of statutory duty, under statute or otherwise arising is restricted in aggregate to the equivalent of the total Charges payable by You under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthis Agreement.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) 31.7 The Canon Parties may place GPS locator tags on the Rented Products and Products for the purpose of enforcing their rights under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionsthis Agreement.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 3 contracts
Sources: Rental and Service Agreement, Rental and Service Agreement, Rental and Service Agreement
Liability and Indemnity. aThe Parties agree to be responsible for any loss or liability arising out their acts, errors or omissions including the acts, errors or omissions of their Personnel and of any other person or third party engaged by them (whether in compliance or in breach of this Agreement). Subject to always using best efforts to comply with their obligations and other than as expressly stated in this Agreement, the Parties agree (to the extent it is permitted at law to exclude) Nothing to exclude all implied terms, warranties and representations. Neither Party warrants to the other that the activities and outcomes set out in these Terms & Conditions limits the Protocol or Project will be successfully achieved or that they will be achieved within the expected time-frames. Without undermining the scope of the indemnity in (d) below, the Parties acknowledge that if certain laws apply to this Agreement, the effect of which would be to imply certain warranties, conditions or guarantees to the benefit of a Party deemed to be a consumer of services provided by any liability which other Party conducting the Project or performing the Research Activities in this Agreement , the Parties agree that where those particular laws cannot legally be excluded, to the extent permitted at law, a Party’s liability to that Party for a breach of those implied warranties, conditions, or guarantees will be limited, including but not limited at the option of that Party, to liability for:
i. death resupply its performance of the Research Activities, or personal injury caused by IAL’s negligence or to pay for the negligence cost of its employeeshaving that performance resupplied. To the extent permitted at law, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation given the potential application of laws outlined in clause (c), the Parties agree that each Party (Indemnifying Party) agrees to indemnify for third party claims, costs, losses, damages (and keep indemnified) each other Party (Indemnified Party) against all losses or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort liabilities (including negligenceall legal costs and expenses on a full indemnity basis that are associated with an Indemnified Party seeking to enforce this indemnity against the Indemnifying Party(s), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and but excluding at all times any indirect or consequential losses.
closs or damage that is economic loss, loss of profit, loss of contract or loss of goodwill) Subject to Clause 11(a) aboveincurred by the Indemnified Party, each party’s total liability that directly or indirectly arises out of, relates to, or results, from any act, error or omission (whether negligent or not) by an Indemnifying Party (or its Personnel) that is in contractbreach of its obligations in this Agreement, tort of any duty at law, or otherwise) under or that places the Indemnified Party in connection with these Terms & Conditions shall breach of a third party agreement. The liability of the Indemnifying Party will be limited reduced proportionately to the Participation Fees paid in each Exhibition year extent that any act, error or omission (as applicable), under these Terms & Conditions.
dwhether negligent or not) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage was caused by the Indemnified Party or by any other Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 2 contracts
Sources: Research Collaboration Agreement, Research Collaboration Agreement
Liability and Indemnity. aThe Recipient will at all times indemnify the Departments, the State of New South Wales, the State of Victoria and their Personnel (Those Indemnified) Nothing in these Terms & Conditions limits jointly and severally from and against any claim, loss, damage, cost, expense or liability which cannot legally be limited(including legal costs on a solicitor and own client basis) arising out of or as a consequence of: the carrying out of works or services, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence supply of its employeesgoods, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms the Project; the Licensed Materials (including the use of the Licensed Materials by either Department or both of the Departments or their Personnel, but excluding any Pre-existing Materials owned by either or both of the Departments) infringing or allegedly infringing the Intellectual Property Rights or Moral Rights of any person; without limiting the previous paragraphs any: breach of this Funding Agreement; or negligent or wrongful or unlawful act or omission, by or on the part of the any of the: Recipient; Related Parties; or Subcontractors, including the respective Personnel for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage the entities noted from (i) to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a(iii) above; or any negligent or wrongful or unlawful act or omission on the part of the Recipient, each partyRelated Parties or their respective Personnel or Subcontractors. The Recipient’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall to indemnify Those Indemnified will be limited reduced proportionally to the Participation Fees paid extent that any breach of this Funding Agreement by Those Indemnified, or any wrongful, unlawful or negligent act or omission of Those Indemnified, contributed to the loss. The Recipient acknowledges Those Indemnified in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility this Funding Agreement means Those Indemnified jointly and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out ofseverally. The Recipient must: (a) the Indemnifying Party’s use cooperation): cooperate with and ensure that its Personnel and Subcontractors cooperate with, both Departments and other parties, and attend any meetings requested by either or provision, as the case may be, both of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.Departments;
Appears in 2 contracts
Sources: Funding Agreement, Funding Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits 17.1 Client agrees that SHKIS or any member of the Group or any of their respective officers, employees or agents shall not have any liability whatsoever (other than those resulting from fraud, wilful default or a breach of Clause 3.3 on SHKIS’s part) for any loss, expense or damage which canClient may incur as a result of the performance or failure to perform this Agreement or as a result of any act or omission of any third party (whether or not legally such third party being appointed by SHKIS or any member of the Group) or howsoever arising out of any cause beyond the control of SHKIS or any member of the Group. Further, SHKIS or any member of the Group or any of their respective officers, employees or agents shall accept no liability as a result of compliance with any applicable Regulatory Rules. This Clause 17.1, however, shall not be limitedconstrued as in any way binding any member of the Group to comply with any provision of this Agreement unless otherwise explicitly agreed by such member of the Group.
17.2 Client undertakes to indemnify and to keep indemnified SHKIS and its officers, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence employees and agents on a full indemnity basis from and against all losses, damages, interest costs, actions, demands, claims, proceedings, expenses, costs (including, without limitation, legal costs and costs reasonably incurred in collecting debts from Client) and liabilities of its employees, agents or subcontractors,
ii. whatsoever nature (other than those resulting from fraud or fraudulent misrepresentation; or
iii. wilful default on SHKIS’s part) incurred, suffered or sustained by or made or brought against or threatened to be made or brought against each or any obligation to indemnify for third party claims, costs, losses, damages of them directly or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach indirectly arising out of statutory duty, or otherwise arising under or in connection with these terms the performance of any act or the exercise of any right or discretion or any inaction taken or chosen by or for loss SHKIS and/or any member of profitsthe Group pursuant to this Agreement, loss or arising directly or indirectly from any act or omission by Client whether or not constituting a breach of sales any of its obligations under this Agreement or businessthe occurrence of any Event of Default or directly or indirectly as a consequence of reliance on by SHKIS or any of its officers, loss employees or agents any representation stated in this Agreement or any information provided by or for Client or directly or indirectly as a result of agreements acting on by SHKIS or contractsany of its officers, loss of anticipated savingsemployees or agents any instruction, loss of damage signature, instrument, notice, resolution, request, certificate, report or other document believed to goodwill be signed or given by the proper party(ies), whether the same is given verbally or in written form and any indirect whether the same is an original, facsimiled or consequential losseselectronic copy.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort 17.3 If any claim is made against SHKIS or otherwise) under or Client in connection with these Terms & Conditions shall be limited this Agreement, SHKIS may, without prejudice to Clause 17.1 above, take any such steps at its sole discretion, including the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionswithholding of payment or delivery to Client of any money or securities.
d17.4 Client acknowledges that handling of Client’s Account(s) Each by any person or party other than the Client must be properly documented as prescribed by SHKIS from time to time (for example, in such instancerelation to giving of trading instructions, by completion of the “Indemnifying relevant prescribed form applicable to Authorised Person or Authorised Third Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, ). Discretionary handling of the Exhibition Venue clients’ accounts by themselves or their agents, subcontractors or employees; SHKIS’s representatives is generally not permitted by SHKIS policy (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure and that if exception is granted it must be properly documented in a further SHKIS discretionary account agreement with a power of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied attorney). Client covenants not to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be hold SHKIS responsible in any way way, and shall indemnify SHKIS, for their conductall and any loss, business practicesdamage, interest, cost, action, demand, claim, liability, expense or proceeding of any nature whatsoever relating to or resulting from the Client’s instruction, permission, acquiescence or approval to, or arrangement or understanding with, any meetings SHKIS representative or negotiations / discussions with such companies. Any companies that any person or party other than the Client (whether explicit or tacit) to conduct business with each discretionary trading on the Account or other as a result handling in respect of meeting at the Exhibition are responsible for entering into their own business contracts Client’s Account(s) or negotiations / discussionsClient’s money.
Appears in 2 contracts
Sources: Client Agreement, Client Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits 17.1 Client agrees that SHKOS or any member of the Group or any of their respective officers, employees or agents shall not have any liability whatsoever (other than those resulting from fraud, wilful default or a breach of Clause 3.3 on SHKOS’ part) for any loss, expense or damage which canClient may incur as a result of the performance or failure to perform this Agreement or as a result of any act or omission of any third party (whether or not legally appointed by SHKOS or any member of the Group) or howsoever arising out of any cause beyond the control of SHKOS or any member of the Group. Further, SHKOS or any member of the Group or any of their respective officers, employees or agents shall accept no liability as a result of compliance with any applicable Regulatory Rules. This Clause 17.1, however, shall not be limitedconstrued as in any way binding any member of the Group to comply with any provision of this Agreement unless otherwise explicitly agreed by such member of the Group.
17.2 Client undertakes to indemnify and to keep indemnified SHKOS and its officers, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence employees and agents on a full indemnity basis from and against all losses, damages, interest costs, actions, demands, claims, proceedings, expenses, costs (including, without limitation, legal costs and costs reasonably incurred in collecting debts from Client) and liabilities and liabilities of its employees, agents or subcontractors,
ii. whatsoever nature (other than those resulting from fraud or fraudulent misrepresentation; or
iii. wilful default on SHKOS’ part) incurred, suffered or sustained by or made or brought against or threatened to be made or brought against each or any obligation to indemnify for third party claims, costs, losses, damages of them SHKOS directly or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach indirectly arising out of statutory duty, or otherwise arising under or in connection with these terms the performance of any act or the exercise of any right or discretion or any inaction taken or chosen by or for loss SHKOS and/or any member of profitsthe Group pursuant to this Agreement, loss or arising directly or indirectly from any act or omission by Client whether or not constituting a breach of sales any of its obligations under this Agreement or businessthe occurrence of any Event of Default or directly or indirectly as a consequence of reliance by SHKOS or any of its officers, loss employees or agents on any representation stated in this Agreement or any information provided by or for Client SHKOS or directly or indirectly as a result of agreements acting on by SHKOS or contractsany of its officers, loss of anticipated savingsemployees or agents any instruction, loss of damage signature, instrument, notice, resolution, request, certificate, report or other document believed to goodwill be signed or given by the proper party(ies), whether the same is given verbally or in written form and any indirect whether the same is an original, facsimiled or consequential losseselectronic copy.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort 17.3 If any claim is made against SHKOS or otherwise) under or Client in connection with these Terms & Conditions shall be limited this Agreement, SHKOS may, without prejudice to Clause 17.1 above, take any such steps at its sole discretion, including the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionswithholding of payment or delivery to Client of any money or securities.
d17.4 Client acknowledges that handling of Client’s Account(s) Each by any person or party other than the Client must be properly documented as prescribed by SHKOS from time to time (for example, in such instancerelation to giving of trading instructions, by completion of the “Indemnifying relevant prescribed form applicable to Authorised Person or Authorised Third Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, ). Discretionary handling of the Exhibition Venue clients’ accounts by themselves or their agents, subcontractors or employees; SHKOS’s representatives is generally not permitted by SHKOS policy (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure and that if exception is granted it must be properly documented in a further SHKOS discretionary account agreement with a power of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied attorney). Client covenants not to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be hold SHKOS responsible in any way way, and shall indemnify SHKOS, for their conductall and any loss, business practicesdamage, interest, cost, action, demand, claim, liability, expense or proceeding of any nature whatsoever relating to or resulting from the Client’s instruction, permission, acquiescence or approval to, or arrangement or understanding with, any meetings SHKOS representative or negotiations / discussions with such companies. Any companies that any person or party other than the Client (whether explicit or tacit) to conduct business with each discretionary trading on the Account or other as a result handling in respect of meeting at the Exhibition are responsible for entering into their own business contracts Client’s Account(s) or negotiations / discussionsClient’s money.
Appears in 2 contracts
Sources: Client Agreement, Client Agreement
Liability and Indemnity. (a) Nothing in these Terms & Conditions limits any liability which cannot legally be limitedThe Company agrees to indemnify, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of hold harmless and defend Yissum, its trustees, officers, employees, and agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. from and against any obligation to indemnify for third party and all claims, suits, losses, damages, costs, lossesfees, damages expenses (including reasonable attorney's fees), and other liabilities asserted by third parties, both government and non- government, resulting from or expensesarising out of the Study carried out pursuant to this Agreement; or
iv. any other liability which canprovided, however, that the Company shall not be lawfully excluded liable for (a) the negligence, intentional wrongdoing, or limited.
failure of the Researcher to follow the Research Program, Yissum, its trustees, officers, employees and agents and (b) Subject any and all claims for damages to Clause 11(aYissum property or for bodily injury, death or property damage to employees of Yissum or to any third party acting on behalf of or under the authorization of Yissum arising out of the performance of this Agreement, except for the negligent or intentional acts solely of the Company with respect to both (a) and (b) above. Without limiting the foregoing, neither party shall be liable to except for the other party, whether in tort (including negligence), contract, breach negligence or willful misconduct of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instanceYissum, the “Indemnifying Party”) assumes responsibility and Company agrees to indemnify and defend Yissum from all liabilities, demands, damages, expenses and losses (including reasonable attorney fees and expenses of litigation) arising out of the use by the Company, or any party acting on behalf of or under authorization from the Company, of the Research Results or out of any use, sale or other disposition by the Company, or by any party acting on behalf of or under authorization from the Company, of products made or developed incorporating the Research Results or made by a process incorporating the Research Results.
(b) Yissum agrees to indemnify, hold harmless and defend the Company, its respective affiliates and their respective directors, officers, employees, and agents from and employees (in such instanceagainst any and all claims, the “Indemnified Parties”) from any third party claimssuits, losses, damages, costs, lossesfees, damages or expenses (including any reasonable legal attorney's fees) ), and other liabilities asserted by third parties, both government and non- government, resulting from or arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied Research carried out pursuant to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other this Agreement as a result of meeting at the Exhibition are responsible negligence, intentional wrongdoing of Yissum, its trustees, officers, employees and agents and any and all claims for entering into their own business contracts bodily injury, death or negotiations / discussionsproperty damage to employees of Yissum or to any third party acting on behalf of or under the authorization of Yissum arising out of the performance of this Agreement, provided, however, that Yissum shall not be liable for the negligent or intentional acts solely of the Company. Yissum, its trustees, officers, employees and agents shall incur no liability under this Section 10(b) with respect to any claims, suits, losses, damages, costs, fees, expenses (including reasonable attorney's fees), and other liabilities asserted by third parties, both government and non-government, as a result of product liability and/or patent infringement.
Appears in 2 contracts
Sources: Research Agreement (Keryx Biophamaeuticals Inc), Research Agreement (Keryx Biophamaeuticals Inc)
Liability and Indemnity. 16.1 The Contractor will indemnify and keep indemnified the Purchaser against all actions, claims, demands, costs and expenses incurred by or made against the Purchaser which arise in connection with anything done or omitted to be done in connection with the Contract by the negligence or other wrongful act or omission of any Contractor Party.
16.2 Subject always to Clause 16.3, the liability of each party to the other under the Contract shall be subject to the following cumulative limits, each to the extent permitted by law:
16.2.1 the aggregate liability of a party in respect of loss or damage caused by its negligence to any tangible property of the other party shall not exceed [£5,000,000]; and
16.2.2 the aggregate liability of a party in respect of any claim made by the other party under the Contract flowing from any one event or a series of connected events (other than in respect of claims for loss or damage caused by the party’s negligence to any tangible property of the other party) shall not exceed [the greater of:
(a) Nothing the aggregate Charges paid or payable to the Contractor under this Agreement in these Terms & Conditions limits any period of twelve months; or (b) the sum of £2,000,000] however that liability which cannot legally be limitedarises including breach of contract, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employeesdelict, agents or subcontractors,
ii. fraud or misrepresentation (except fraudulent misrepresentation) or breach of statutory duty; orand
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, 16.2.3 neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements revenue, goodwill or contracts, loss of anticipated savings, loss of damage to goodwill and any savings or other indirect or consequential losses.
c) Subject to Clause 11(a) above, each partyloss or damage (but such limitation shall not limit the Contractor’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility Purchaser for any additional operational and agrees to indemnify administrative costs and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from expenses and/or any third party claims, costs, losses, damages expenditure or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other charges rendered necessary as a result of meeting any Default by the Contractor).
16.3 The limitations in Clause 16.2 will not apply to:
16.3.1 the liability of a party resulting from any fraudulent act by it, or any liability for personal injury or death; or
16.3.2 the indemnity given at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsclause 26.6 (Data Protection).
Appears in 2 contracts
Sources: Supply of Goods and Services Agreement, Supply of Goods and Services Agreement
Liability and Indemnity. a(i) Nothing in these Terms & Conditions limits Neither the Company nor the Manager shall be under any liability which cannot legally for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.
(ii) The Manager shall be limitedunder no liability whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with a detention of or delay to the Vessels) and howsoever arising in the course of performance of the Services, unless and to the extent that such loss, damage, delay or expense is proven (through a judgement of a court of competent jurisdiction) to have resulted solely from fraud, gross negligence or wilful misconduct of the Manager or its employees, in which case (save where such loss, damage, delay or expense has resulted from the Manager’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Manager’s liability for:for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of two (2) times the quarterly Flat Management Fee.
i. death (iii) Notwithstanding anything to the contrary in this Agreement, the Manager shall not be responsible for any of the actions of the crew of the Vessels, even if such actions are negligent, grossly negligent, reckless or personal injury wilful.
(iv) The Company shall keep the Manager and its employees, agents, sub-contractors (including any Sub-managers) and consultants indemnified and hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising, which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis), which the Manager may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement, including, without limitation, against all actions, proceedings, claims, demands or liabilities brought under or relating to the environmental laws, regulations or conventions of any jurisdiction (the “Environmental Laws”), or otherwise relating to pollution of the environment, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided however that such indemnity shall exclude any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever which may be caused by IAL’s or due to (A) the fraud, gross negligence or wilful misconduct of the negligence of Manager, its employees, agents or subcontractors,sub-contractors, or (B) any breach of this Agreement by the Manager.
ii. fraud or fraudulent misrepresentation; or
iii. any obligation (v) Without prejudice to the general indemnity set out in this Section, the Company hereby undertakes to indemnify the Manager, its employees, agents and sub-contractors against all taxes (including but not limited to tonnage taxes), imposts and duties levied by any government as a result of the operations of the Company or the Vessels, whether or not such taxes, imposts and duties are levied on TORO, the Shipowning Subsidiaries, the Ex-Shipowning Subsidiaries or the Manager. The Company shall pay all applicable taxes, levies, dues or fines imposed on the Company, the Vessels or the Manager as a result of the existence and operations of the Company and Vessels. For the avoidance of doubt, such indemnity shall not apply to taxes imposed on amounts paid to the Manager as consideration for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedthe performance of the Services for the Company.
b(vi) Subject It is hereby expressly agreed that no employee or agent of the Manager (including any sub-contractor from time to Clause 11(atime employed by the Manager and the employees of such sub-contractor) above, neither party shall in any circumstances whatsoever be liable under any liability whatsoever to the other partyCompany for any loss, whether damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in tort (including negligence), contract, breach the course of statutory duty, or otherwise arising under or in connection with these terms for loss his employment and, without prejudice to the generality of profitsthe foregoing provisions in this Section, loss every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of sales whatsoever nature applicable to the Manager or business, loss to which the Manager is entitled hereunder shall also be available and shall extend to protect every such employee or agent of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthe Manager acting as aforesaid.
c(vii) Subject The Company acknowledges that the Manager is unable to Clause 11(a) aboveconfirm that the Vessels, each party’s total liability (whether in contracttheir systems, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility equipment and machinery are free from defects and agrees to indemnify and defend that the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from Manager shall not under any third party claimscircumstances be liable for any losses, costs, lossesclaims, damages liabilities and expenses, which the Company may suffer or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use incur resulting from pre-existing or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth latent deficiencies in the Contract; (c) deathVessels, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agentstheir systems, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingequipment and machinery.
e(viii) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and The provisions of this Section 8 shall not be responsible remain in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result force notwithstanding termination of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsthis Agreement.
Appears in 2 contracts
Sources: Master Management Agreement (Toro Corp.), Master Management Agreement (Toro Corp.)
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including 21.1 Subject to article 21.3 but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. otherwise notwithstanding any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) aboveprovision of this Agreement, neither party Operator nor the Company shall be liable to the other partyother, whether in contract (including under any indemnity), in tort (including negligence), contract, breach of statutory duty, under any statute or otherwise arising under or in connection with these terms this Agreement or the provision or receipt of the Services for or in respect of any indirect or consequential damages, (including in any case without this list being exhaustive loss of profitsprofit, loss of sales or businessrevenue, loss of agreements or contractsgoodwill, loss of business opportunities, and loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses).
c) 21.2 Subject to Clause 11(a) abovearticle 21.3, each partyeither Party’s total aggregate liability (per Contract Year vis-à-vis the other Party, whether in contractcontract (including under any indemnity), in tort (including negligence), under statute or otherwise) otherwise under or in connection with these Terms & Conditions this Agreement or the provision or receipt of the Services shall be limited to the Participation Fees paid in each Exhibition year four (as applicable), under these Terms & Conditions4) million EUR.
d) Each party (21.3 The exclusions in such instance, the “Indemnifying Party”) assumes responsibility article 21.1 and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (limits on liability set out in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out article 21.2 shall not apply in respect of: :
(a) the Indemnifying Party’s use any liability for death or provision, as the case may be, of the Exhibition Venue personal injury by themselves a Party or their agents, subcontractors or employees; its personnel;
(b) the Indemnifying any liability for fraud (“bedrog” / “dol”) or fraudulent misrepresentation by a Party or its personnel;
(c) any liability arising from a Party’s or their agents’its personnel’s gross negligence (“zware ▇▇▇▇” / “faute grave”) or intentional failure (“opzettelijke ▇▇▇▇” / “faute intentionelle”);
(d) damage to tangible property;
(e) fines, subcontractors’ liabilities and expenses imposed upon a Party by a court, Regulator or employees’ failure of observe and/or perform the Contract and/or other government body for breach of the law or regulations;
(f) the obligation on Operator to pay undisputed Charges that have become due;
(g) any representation indemnification obligations set out in this Agreement or warranty any of its Annexes;
(h) any other liability to the extent to which it cannot be lawfully excluded.
21.4 The right for Operator to claim compensation for failure to achieve Key Performance Indicators in accordance with Annex 4 will not prejudice Operator right to claim compensation for the total amount of damage or losses incurred by Operator, provided that (i) Operator shall be able to demonstrate a fault solely attributable to Company and the extent of the damages, (ii) Company shall be entitled to deduct the amount of the compensation due for failure to achieve Key Performance Indicators in accordance with Annex 4 from the total compensation claimed by Operator, and (iii) the claim shall be subject to the exclusions in article 21.1 and limits on liability set forth out in article 21.2.
21.5 If a Party becomes aware of anything (such as an event, a circumstance, a fact or a threatened claim by a third party) that may give rise to a claim against the Contract; other Party, such indemnified Party will forthwith give notice thereof to the indemnifying Party, with any details (including documents) available and an estimate of the amount of the damage or loss. Failure to provide such claim notice within a reasonable period of time, which will in any case not exceed six (6) months as from the event, circumstance or fact giving rise to a claim will not operate to relieve the indemnifying Party of any liability for such claim under this article 22, unless and to the extent that the indemnifying Party can prove it has been actually prejudiced by such failure in which case the indemnifying Party shall not be liable to the extent that the damage or loss is increased or not reduced as a result of such failure to notify within such reasonable period of time, which will in any case not exceed six (6) months as from the event, circumstance or fact giving rise to a claim.
21.6 Operator accepts that Company cannot be held liable for:
(a) any hacking or compromise of the security of the Operator Equipment or the Operator’s network or the Active Network Layer;
(b) any Event of Default on the part of Company if such Event of Default is exclusively attributable to (i) an error on the part of Operator or a third party appointed by it, (ii) any defect in goods not supplied by Company.
(c) deaththe content of the communications and data transferred over the FTTX Network; Operator, personal injury or property damage caused by its Service Providers and its Subscribers are responsible for making the Indemnifying Party’s negligence or the negligence necessary back-ups of its agents, subcontractors or employees; or such data and information.
(d) any violation unauthorized or infringement (inappropriate use or claimed violation or infringement) misuse of the Services and/or the FTTX Network by the Indemnifying Party Operator, its Service Providers or its agentsSubscribers, subcontractor including any use against Company’s instructions or policies.
21.7 Company does not assume any responsibility towards third parties, including but not necessarily limited to, employees and agents of Operator, and if any, Service Providers and Subscribers. Operator shall indemnify Company against any imageclaim from a third party, copyrightincluding but not limited to, trademark claims from Service Providers and Subscribers who have a contractual relationship with Operator, which is caused by any breach by Operator of its obligations under this Agreement or trade secret rights a breach of an applicable law and regulation related to this Agreement.
21.8 Either Party confirms that it has and will maintain in effect throughout the Contract Term and for a period of three (3) years from the date of expiration or privilegestermination of this Agreement at its own expense such comprehensive insurance policies with a reputable third party insurance company as it is required to hold under regulations applicable to it and such other policies, whether during at such coverage limits, as a prudent business conducting similar operation would maintain.
21.9 The insurance policies of either Party shall include, at least, the Exhibition following minimum cover:
(a) public liability insurance in respect of loss or injury to persons or damage to tangible property (including but not limited to Operator/Company Equipment and any other materials or things owned or supplied by a Party while being in connection the possession of or under the control of the other Party) with materials supplied a minimum level of cover of ten (10) million EUR for any one claim and in all;
(b) professional faults and errors insurance with a minimum level of cover of ten (10) million EUR for any one claim and in all; and
(c) mandatory occupational (work) accidents insurance. Either Party shall on request provide copies or satisfactory evidence of such insurance to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingother Party.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Liability and Indemnity. a) 8.1. Nothing in these Terms & Conditions limits this Agreement shall exclude or in any way limit either party’s liability which cannot legally be limitedfor fraud, including but not limited to liability for:
i. or for death or personal injury caused by IAL’s negligence its negligence, or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which to the extent such liability cannot be lawfully excluded or limitedlimited as a matter of law.
b) 8.2. Subject to Clause 11(a) aboveclause 8.1 and without prejudice to any other provision of these Terms, neither party shall be liable to the other partyClient agrees that:
8.2.1. this Agreement states the full extent of MIKROS’s obligations and liabilities in respect of the Works and performance of the Services;
8.2.2. UNDER NO CIRCUMSTANCES SHALL MIKROS BE LIABLE FOR ANY INDIRECT, whether in tort (including negligence)SPECIAL, contractPUNITIVE, breach of statutory dutyINCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, or otherwise arising INCLUDING BUT NOT LIMITED TO ANY LOSS OF REVENUE OR BUSINESS PROFITS, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL, LOSS OF USE OR CORRUPTION OF DATA OR SOFTWARE, WHETHER ON A DIRECT OR INDIRECT BASIS;
8.2.3. ▇▇▇▇▇▇’s entire liability for any direct loss suffered by the Client under or in connection with these terms for loss this Agreement shall, subject to the limitations expressly set forth herein, not exceed the fees paid by the Client in accordance with this Agreement; and
8.2.4. this clause 8.2 is reasonable and necessary in the circumstances and, having regard to that fact, does not take effect harshly or unreasonably against the Client.
8.3. The Client shall indemnify and hold harmless MIKROS and its parent companies, affiliates and subsidiaries and their respective officers, directors, employees and agents (collectively, “MIKROS Indemnitees”) from and against all claims, judgements or proceedings and all costs, liabilities, losses, expenses and damages of profitsany kind (including reasonable legal and other professional fees and expenses) awarded against, loss or incurred or paid by, any of sales the MIKROS Indemnitees as a result of or businessin connection with:
8.3.1. any defamatory, loss slanderous or libelous matter or invasion of agreements privacy or contracts, loss any infringement or alleged infringement of anticipated savings, loss a third party’s Intellectual Property Rights or other rights arising out of the supply or use of the Client Materials in relation to the Works and/or in the course of carrying out the Services;
8.3.2. any damage to goodwill property caused by ▇▇▇▇▇▇ in the course of carrying out the Services as a result of any act or omission of the Client (including its officers, employees, consultants, freelancers and agents);
8.3.3. the publication, processing, use, distribution and/or exhibition of the Client Materials;
8.3.4. ▇▇▇▇▇▇ carrying out any of Client’s written instruction(s) or following the written instructions of Client (including, but not limited to, any claim that Client does not have full and lawful authority to place or authorize MIKROS to execute an order with MIKROS in respect of the Client Materials); and
8.3.5. any breach by the Client, including its officers, employees, consultants, freelancers and agents, of any of these Terms or the terms of any Contract for Services.
8.4. Clause 8.3 above shall apply whether the Client, or its officers, employees, consultants, freelancers or agents, have been negligent or otherwise.
8.5. Any recommendations or suggestions by MIKROS relating to the use of the Works are given in good faith but it is for the Client to satisfy itself of the suitability of the Works for its own particular purpose. Accordingly, unless otherwise expressly agreed in writing, ▇▇▇▇▇▇ gives no warranty as to the fitness of the Works for any particular purpose, even though that purpose may be specified in the applicable Quote or Contract for Services, and any indirect implied warranty or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability condition (whether in contract, tort statutory or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionsthat effect is excluded.
d) 8.6. Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees will only look to indemnify and defend the other party and its respective affiliates and their respective directorsnot to any director, officersofficer, agents and employees (in such instanceemployee, the “Indemnified Parties”) from any third party claimsconsultant, costs, losses, damages freelancer or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, agent of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach other party for satisfaction of any representation claim, demand or warranty set forth in the Contract; (c) deathcause of action for damages, personal injury injuries or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other losses incurred as a result of meeting at the Exhibition are responsible for entering into their own business contracts other party’s action or negotiations / discussionsinaction.
Appears in 2 contracts
Sources: Terms & Conditions of Business, Terms & Conditions of Business
Liability and Indemnity. aNo Member, Managing Member or Tax Matters Partner (nor any officer, director, member, manager, constituent partner, agent or employee of the Company or a Member, Managing Member or Tax Matters Partner) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable or accountable in damages or otherwise to the Company or to any other partyMember, whether in tort (including negligence), contract, breach Managing Member or Tax Matters Partner for any good faith error of statutory duty, judgment or otherwise arising under any good faith mistake of fact or law in connection with these terms this Agreement, or the services provided to the Company except in the case of willful misconduct or gross negligence. To the maximum extent permitted by law, the Company does hereby indemnify, defend and agree to hold each Member , Managing Member or Tax Matters Partner (and each such officer, director, member, manager, constituent partner, agent or employee of a Member, Managing Member or Tax Matters Partner) wholly harmless from and against any loss, expense or damage (including, without limitation, reasonable attorneys’ fees and costs) suffered by such Member, Managing Member or Tax Matters Partner (and/or such officer, director, member, manager, constituent partner, agent or employee of a Member, Managing Member or Tax Matters Partner) by reason of anything which such Member (and/or such officer, director, member, manager, constituent partner, agent or employee of a Member, Managing Member or Tax Matters Partner) may do or refrain from doing hereafter for loss and on behalf of profits, loss the Company and in furtherance of sales its interest; except in the case of willful misconduct or business, loss of agreements gross negligence in performing or contracts, loss of anticipated savings, loss of damage failing to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) aboveperform its duties hereunder. To the maximum extent permitted by law, each party’s total liability Member, Managing Member or Tax Matters Partner does hereby indemnify, defend and agree to hold the Company and each other Member, Managing Member or Tax Matters Partner wholly harmless from and against any loss, expense or damage (whether in contractincluding, tort or otherwisewithout limitation, reasonable attorneys’ fees and costs) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused suffered by the Indemnifying Party’s negligence Company or the negligence of its agentssuch other Member, subcontractors Managing Member or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other Tax Matters Partner as a result of meeting at the Exhibition are responsible for entering into their own business contracts such indemnifying person’s willful misconduct or negotiations / discussionsgross negligence in performing or failing to perform such indemnifying person’s duties hereunder.
Appears in 2 contracts
Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (KBS Strategic Opportunity REIT, Inc.)
Liability and Indemnity. a) Nothing in these Terms & Conditions limits 14.1. Neither Party assumes any liability which cannot legally be limitedfor any act or omission of the other in the furnishing of its service to its Customers solely by virtue of entering into this Agreement.
14.2. Except as otherwise stated in this Section 14, including but not limited and except for damages resulting from gross negligence or willful misconduct, the liability of each Party for damages arising out of delays in installation, maintenance, or restoration of Facilities, services, or arrangements or out of mistakes, omissions, interruptions, or errors or defects in transmission occurring in the course of exchanging traffic over the Facilities, services or arrangements described herein shall in no event exceed the amount of the allowance, if any, available under the applicable Tariff.
14.3. Each Party agrees to liability for:
i. death reimburse the other for damages to premises or personal injury equipment resulting from the installation, maintenance, or removal of Facilities, services, or arrangements, if caused by IAL’s negligence or willful act of the negligence reimbursing Party.
14.4. Each Party shall reimburse the other for any loss through theft of its employeesFacilities or services, agents by or subcontractors,through employees of the reimbursing Party while on the premises of the other.
ii14.5. fraud The Parties shall cooperate with each other in the defense of any suit, claim, or fraudulent misrepresentation; or
iii. any obligation to indemnify for demand by third party persons against either or both of them arising out of the interconnection arrangements and exchange of traffic hereunder including, without limitation, Workers' Compensation claims, costsactions for infringement of copyright and/or unauthorized use of program material, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedlibel and slander actions based on the content of communications.
b) Subject 14.6. Neither Party shall be required to Clause 11(a) above, neither party reimburse the other for any claim or loss pursuant to this Section 14 where the amount in controversy is less than two hundred and fifty dollars ($250.00).
14.7. Neither Party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms the provision or use of services offered under this Agreement for loss of indirect, incidental, consequential, or special damages, – 30 – including (without limitation) damages for lost profits, loss regardless of sales or businessthe form of action, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort indemnity, warranty, strict liability, or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionstort.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 2 contracts
Sources: CMRS Interconnection Agreement, CMRS Interconnection Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limiteda. The Lessee shall indemnify, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or defend, and hold harmless the negligence Lessor and all of its officers, employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claimsboards, costscommissions, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort and representatives (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Lessor Indemnified Parties”) from any third party and against all claims, causes of action, suits, costs, lossesdamages, damages and liability of any kind (“Losses”) from or expenses to third parties which arise out of the performance of ▇▇▇▇▇▇’s obligations hereunder, provided that such Losses are attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property but only to the extent caused by the grossly negligent or intentional acts or omissions of the Lessee, its employees, agents, subcontractors, or anyone directly or indirectly employed by them or anyone for whose acts Lessee is legally liable. This indemnity obligation shall apply notwithstanding any negligent or intentional acts, errors or omissions of the Lessor, but the Lessee’s obligation to pay Losses shall be reduced in proportion to the percentage by which the Lessor’s negligent or intentional acts, errors or omissions caused the Losses.
b. To the extent permitted by law, Lessor shall indemnify and hold harmless Lessee and all of its officers, employees, boards, commissions, and representatives (including “Lessee Indemnified Parties”) from and against any reasonable legal fees) and all Losses from or to third parties for injury or death to persons or damage or loss to or of property to the extent arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves negligent or their intentional acts or omissions of the Lessor, its employees, agents, subcontractors or representatives. This indemnity obligation shall apply notwithstanding any negligent or intentional acts, errors or omissions of Lessee, but the Lessor’s obligation to pay Losses shall be reduced in proportion to the percentage by which the Lessee’s negligent or intentional acts, errors or omissions caused the Losses. Notwithstanding the foregoing, the extent of the Lessor’s indemnification shall not exceed the Lessor’s liability for the negligent acts or omissions of its employees as governed by Massachusetts General Laws Chapter 258.
c. Neither Lessor nor its officers, employees; (b) , boards, committees, commissions, agents and representatives shall be under any personal obligation or incur any personal liability by reason of this Agreement, the Indemnifying Party’s execution thereof or their agents’, subcontractors’ anything relating thereto which arises out of the breach or employees’ failure of observe and/or perform the Contract and/or breach violation of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence provision of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingthis Agreement.
e) IAL does not represent any companies who visit d. The provisions of this section shall survive the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings expiration or negotiations / discussions with such companies. Any companies that conduct business with each other as a result earlier termination of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsthis Lease.
Appears in 2 contracts
Sources: Solar Facilities Lease Agreement, Solar Facilities Lease Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s 's negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s 's total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “"Indemnifying Party”") assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “"Indemnified Parties”") from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s 's use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s 's or their agents’', subcontractors’ ' or employees’ ' failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s 's negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 2 contracts
Sources: Contract for Exhibition Participation (Booth), Contract for Exhibition Participation (Booth)
Liability and Indemnity. aThe Developer and its contractor(s) Nothing in these Terms & Conditions limits any liability which cannot legally shall be limitedsolely responsible for all labor, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or materials, equipment and work at the negligence of its worksite. The Developer shall defend, indemnify, hold harmless and protect Citizens, their affiliates, employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. agents, officers, and directors (the “Citizens Indemnified Parties”), from and against any obligation to indemnify for third party and all claims, costsdemands, causes of action, liabilities, losses, damages damage, penalties, liens asserted by any party against the City, the Citizens Indemnified Parties, or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) abovetheir properties, neither party shall be liable to the other party, whether in tort costs (including negligencereasonable attorneys' fees), contractand suits, breach including without limiting the generality of statutory dutythe foregoing, those claims, demands, causes of action, liabilities, losses, damage, penalties, liens, costs (including reasonable attorneys' fees), and suits for which the Citizens Indemnified Parties may be, or otherwise arising under may be claimed to be, liable through negligence or in connection with these terms otherwise, for death, personal injury, illness or loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill property, or economic loss alleged to arise out of, result from, relate to, or be in any manner connected with activities of the Developer or the services provided by the Citizens Indemnified Parties under this Agreement. The Developer shall provide such defense and indemnity whether the claim, demand, cause of action, lien, or suit alleges that the occurrence, omission, action, liability, loss, or damage was caused or contributed to by the concurrent, joint comparative, active or passive negligent act or omission of any indirect Citizens Indemnified Party, except that the Developer assumes no liability for the negligent acts or consequential losses.
c) Subject to Clause 11(a) aboveomissions of any Citizens Indemnified Party, each party’s total liability (whether in contracttheir employees, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directorsagents, officers, agents and employees (directors, which, without contributory fault on the part of the Developer, its contractor(s), subcontractor(s), or their employees, agents, officers, or directors, is the sole cause of loss, damage to person or property, or injury to or death of any person. The Citizens Indemnified Parties shall give the Developer prompt written notice of any lien or claim for which indemnification is sought hereunder. The Developer shall at its own expense assume the defense of such lien or claim with counsel selected in such instance, consultation with the “Citizens Indemnified Parties”) from any third party claims; provided, costshowever, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and Developer shall not be responsible entitled to settle any lien or claim against the Citizens Indemnified Parties without the prior written consent of the Citizens Indemnified Parties, which consent shall not be unreasonably withheld. The Citizens Indemnified Parties shall have the right, but not the duty, to employ, at its expense, its own counsel in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionscase.
Appears in 2 contracts
Sources: Water Main Extension Agreement, Water Main Extension Agreement
Liability and Indemnity. (a) Nothing Except as otherwise provided in these Terms & Conditions limits any liability this agreement and subject to all rights and remedies which are provided by law and which cannot legally be limitedexcluded by agreement, DITS will not be liable for any loss or damage directly or indirectly caused in connection with the performance or non- performance of the Services or any of its obligations under the Conditions or any other agreement between DITS and the Client, including but not limited to liability forto:
i. death (i) loss or personal injury damage caused by IAL’s negligence any act or omission (including any negligent act or omission) of DITS;
(ii) damage caused to any property (real or otherwise) of the Client or any other party whether in transit, in storage, in the care, custody, possession or control of DITS, or subject to the performance of the Services;
(iii) any consequential loss or damage of the Client, including loss of profits, liability of the Client to third parties or the negligence cost of its employeesrepairing, agents replacing, collecting or subcontractors,re- delivering any goods or items;
ii. fraud (iv) loss or fraudulent misrepresentation; ordamage arising from any advice provided by DITS or any representations or negotiations;
iii. (v) any obligation to indemnify for third party claims, costs, losses, damages action or expenses; or
iv. inaction taken by the Client or any other liability which cannot be lawfully excluded party in whole or limitedpartial reliance on any advice, recommendation or conclusion communicated by or on behalf of DITS to the Client or any other party.
(b) Subject to Clause 11(a) above, neither party shall be liable to Regardless of the other partynature of any claim or action, whether in contract, tort (including negligence)) or otherwise, contract, breach any liability of statutory duty, or otherwise DITS arising under from or in connection with these terms for loss Conditions or any other agreement bewteen DITS and the Client will be limited to the maximum extent permitted by law, to one or more of profits, loss the following as decided by DITS in its sole discretion:
(i) the re-supply of sales or business, loss the Services by DITS;
(ii) the maximum value of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthe Services Charge.
(c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under Any claim by the Client against DITS arising from or in connection with these Terms & Conditions shall or any other agreement bewteen DITS and the Client, including any objection by the Client to payment of any part of the Services Charge or any other sum claimed by DITS, will be limited made in writing to DITS within 14 days of the date of the happening of the event giving rise to the Participation Fees paid in each Exhibition year (as applicable)claim or the date of the relevant invoice. If no such claim is made, under these Terms & Conditionsthe Client will be conclusively deemed to have waived and foregone any such claim and to have accepted indebtedness for the full amount of any sum claimed by DITS.
(d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility The Client indemnifies and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party will keep indemnified DITS against all claims, costsliabilities, penalties, losses, damages or costs and expenses (including any reasonable legal fees) DITS may incur arising out of: (a) of providing the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use Services in accordance with these Conditions or any other agreement bewteen DITS and the Contract, provided that the Indemnified Parties have not modified the foregoingClient.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 2 contracts
Sources: Terms and Conditions, Terms and Conditions
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limitedGeneral Indemnity
3.4.1 The Lessee shall indemnify and keep indemnified and otherwise hold harmless, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of NRANVP, its agents and employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party from and against all claims, costsdemands made against and/or loss caused and/or damages suffered and/or cost, losses, damages charges/expenses incurred to and/or penalty levied and/or any claim due to damage to property or expenses; or
iv. loss of life of any other liability which cannot be lawfully excluded person (including labour employed for the execution of the Project) including injury to or limited.
b) Subject death of any person and/or loss or damage caused or suffered by the NRANVP or to Clause 11(a) above, neither party shall be liable property owned or belonging to the other partyNRANVP, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instanceor third party as a result of any acts, deeds or thing done or omitted to be done by Lessee or as a result of failure on the “Indemnified Parties”) from part of the Lessee to perform any of its obligations under this Agreement or on the Lessee committing breach of any of the terms and conditions of this Agreement or on the failure of the Lessee to perform any of its statutory duty and/or obligations or as a consequence of any notice, action, suit or proceedings, given initiated, filed or commenced by consignee or owner of goods or vessel owner/agent or its employees or any third party claimsor Government Authority or as a result of any failure or negligence or default of the Lessee or its Contractor(s), costssub-contractor(s) or employees, lossesservants, damages or expenses (including any reasonable legal feesagents of such Contractor(s), sub- contractor(s) arising out of: (a) the Indemnifying Party’s use or provision, and/or invitees as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied or arising out of this Agreement and/or arising out of or, in connection with the Lessee's use and occupation of NRANVP's Project Land and/or construction, Operation and Maintenance of the Project
3.4.2 The Lessee shall indemnify, defend and hold the Authority harmless against any and all proceedings, actions and Third Party claims arising out of a breach by Lessee and its Contractors, sub-contractors, agents, employees and Users of the Project etc. of any of its obligations under this Agreement except to the Indemnified Parties for use in accordance with extent that any such claim has arisen due to breach by the Contract, provided that the Indemnified Parties have not modified the foregoingAuthority of any of its obligations under this Agreement.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 2 contracts
Liability and Indemnity. (a) Nothing Except as otherwise set forth in these Terms & Conditions limits this Contract and except for risks and liabilities arising in connection with the acts or omissions of Owner, Owner’s other contractors (except Builder and its subcontractors), subcontractors, vendors, agents, employees or representative, Builder will assume all risks and liabilities, during the construction of the Units and until completion and delivery of each Unit to Owner for all loss or damage occurring to each Unit and its components, including, without limitation, Owner Furnished Equipment while such equipment is on Builder’s premises.
(b) Builder shall indemnify, defend and save harmless Owner, its affiliates, and their officers, directors, employees and representatives from any liability which cannot legally and all third party liens, expenses, claims and demands whatsoever (including costs and attorneys’ fees) against Owner or against the Vessels in any manner related to the Work to be limitedperformed by Builder under this Contract. Owner shall indemnify, defend and save harmless Builder, its affiliates, and their officers, directors, employees and representatives from any and all third party liens, expenses, claims and demands whatsoever (including but not limited costs and attorneys’ fees) against Builder or against the Vessels in any manner related to liability for:
i. death or personal injury caused by IALOwner’s negligence obligations under this Contract or the negligence obligations of its Builders (except Builder and its subcontractors, vendors, agents, employees and representatives), subcontractors, vendors, agents employees or representatives.
(c) To the fullest extent permitted by applicable law, the Builder shall be responsible for and shall save, indemnify, protect, defend and hold harmless the Owner, its affiliates and their respective officers, employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costsrepresentatives (“Owner Group”) from and against all liabilities, losses, damages damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs), of every nature, kind and description that Builder, its affiliates, subcontractors and their respective officers, employees, agents or expenses; or
iv. representatives (“Builder Group”) may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any other liability which cannot be lawfully excluded loss of or limiteddamage to property sustained or purported to have been sustained by any member of the Builder Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Owner Group or unseaworthiness of its respective vessel(s).
b(d) Subject to Clause 11(a) aboveTo the fullest extent permitted by applicable law, neither party the Owner shall be liable responsible for and shall save, indemnify, protect, defend and hold harmless the Builder Group from and against all liabilities, losses, damages, liens, causes of action, suits, claims, judgments, expenses and costs (including attorney fees and court costs) of every nature, kind and description that any member of Owner Group may hereinafter suffer, incur, or pay by reason of bodily injury, illness, or death, or any loss of or damage to property sustained or purported to have been sustained by any member of the Owner Group regardless of the cause, including the negligence (joint, sole or concurrent, active or passive), fault, strict liability, tort or breach of contract of any member of the Builder Group or unseaworthiness of its respective vessel(s).
(e) Except as provided in Article IX, Owner shall indemnify, defend and save Builder harmless from and against liabilities of any nature whatsoever (including costs and attorneys fees) to the other party, whether in tort (including negligence), contract, breach extent arising out of statutory duty, or otherwise arising under or in connection with these terms for loss the acts or omissions of profitsOwner, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or representatives and other contractors (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or exclusive of Builder and its subcontractors, vendors, agents, subcontractor or employees and representatives and representatives) relating to possession, ownership, operation and maintenance of any image, copyright, trademark Unit from and after the time of delivery of the Unit or trade secret rights or privileges, whether during the Exhibition or Owner in connection conformance with materials supplied to the Indemnified Parties for use in accordance with the this Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 2 contracts
Sources: Contract (Crowley Maritime Corp), Contract (Crowley Maritime Corp)
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including 20.1 Subject to article 20.3 but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. otherwise notwithstanding any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) aboveprovision of this Agreement, neither party Operator nor Unifiber shall be liable to the other partyother, whether in contract (including under any indemnity), in tort (including negligence), contract, breach of statutory duty, under any statute or otherwise arising under or in connection with these terms this Agreement or the provision or receipt of the Services for or in respect of any indirect or consequential damages, (including in any case without this list being exhaustive loss of profitsprofit, loss of sales or businessrevenue, loss of agreements or contractsgoodwill, loss of business opportunities, and loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses).
c) 20.2 Subject to Clause 11(a) abovearticle 20.3, each partyeither Party’s total aggregate liability (per Contract Year vis-à-vis the other Party, whether in contractcontract (including under any indemnity), in tort (including negligence), under statute or otherwise) otherwise under or in connection with these Terms & Conditions this Agreement or the provision or receipt of the Services shall be limited to the Participation Fees paid in each Exhibition year four (as applicable), under these Terms & Conditions4) million EUR.
d) Each party (20.3 The exclusions in such instance, the “Indemnifying Party”) assumes responsibility article 20.1 and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (limits on liability set out in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out article 20.2 shall not apply in respect of: :
(a) the Indemnifying Party’s use any liability for death or provision, as the case may be, of the Exhibition Venue personal injury by themselves a Party or their agents, subcontractors or employees; its personnel;
(b) the Indemnifying any liability for fraud (“bedrog” / “dol”) or fraudulent misrepresentation by a Party or its personnel;
(c) any liability arising from a Party’s or their agents’, subcontractors’ its personnel’s gross negligence (“zware ▇▇▇▇” / “faute grave”) or employees’ intentional failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or “opzettelijke ▇▇▇▇” / “faute intentionelle”);
(d) damage to tangible property;
(e) fines, liabilities and expenses imposed upon a Party by a court, Regulator or other government body for breach of the law or regulations;
(f) the obligation on Operator to pay undisputed Charges that have become due;
(g) any violation indemnification obligations set out in this Agreement or infringement any of its Annexes;
(or claimed violation or infringementh) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied other liability to the Indemnified Parties extent to which it cannot be lawfully excluded.
20.4 The right for use Operator to claim compensation for failure to achieve Key Performance Indicators in accordance with Annex 4 will not prejudice Operator right to claim compensation for the Contracttotal amount of damage or losses incurred by Operator, provided that (i) Operator shall be able to demonstrate a fault solely attributable to Unifiber and the Indemnified Parties have not modified extent of the foregoing.
edamages, (ii) IAL does not represent any companies who visit Unifiber shall be entitled to deduct the Exhibition at amount of the Exhibition Venue and shall not be responsible compensation due for failure to achieve Key Performance Indicators in any way for their conductaccordance with Annex 4 from the total compensation claimed by Operator, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.and
Appears in 2 contracts
Sources: Master Services Agreement, Master Services Agreement
Liability and Indemnity. a) Nothing 10.1 Subject to the applicable limitations set forth in these Terms & Conditions limits this Article 10, and except as expressly provided in Section 10.2, the Company shall indemnify, defend, and hold TDCC, TDCC’s Affiliates, and Third Party contractors providing the Services, together with each of their respective directors, officers and employees, harmless from and against any liability which cannot legally be limitedand all Losses based upon or related to the Services performed for the Company hereunder, including but not limited to liability for:
i. death or personal injury caused by IAL’s even if such Losses were the result of the negligence or strict liability of TDCC, any Affiliate of TDCC or any Third Party contractor providing the negligence Services or any of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instanceemployees, contractors or agents.
10.2 Subject to the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty applicable limitations set forth in this Article 10, TDCC shall indemnify, defend, and hold the Contract; (c) deathCompany, personal injury its directors, officers and employees, harmless from and against any and all Losses based upon or property damage related to the Services performed for the Company hereunder to the extent that any such Losses were caused by the Indemnifying gross negligence or willful misconduct of TDCC.
10.3 In no event shall TDCC, TDCC’s Affiliates or Third Party contractors providing the Services be liable to the Company or the Company’s Affiliates for indirect, incidental, consequential (including lost profits) or punitive damages; provided, however, that this limitation shall not apply to any indirect, incidental, consequential (including lost profits) or punitive damages asserted or awarded to any Third Party for which TDCC would otherwise be responsible under Section 10.2.
10.4 Any cause of action that either Party may have against the other Party, such other Party’s negligence or the negligence of its agentsAffiliates, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during their Third Party contractors (if any) providing the Exhibition Services that may arise under or in connection with materials supplied the Services or this Agreement must be commenced within two (2) years after the cause of action has accrued, or shall be deemed to have been waived and withdrawn.
10.5 Notwithstanding anything else herein to the Indemnified Parties contrary, the maximum aggregate liability of TDCC, Affiliates of TDCC and Third Party contractors providing the Services to the Company under or in connection with this Agreement shall not exceed and shall be limited to the amount of the Service Fees actually received by TDCC from the Company for use the Service with respect to which the claim is made during the six (6) months preceding the last act or omission giving rise to such damages or, in accordance the event such last act or omission occurs during the first six (6) months following the Effective Date, an amount equal to six (6) times the Service Fees paid in the month preceding such last act or omission for the Service with respect to which the claim is made. TDCC may, in its sole discretion, replace any Services to which any indemnified damages are attributable in mitigation of such damages.
10.6 Except for any claims seeking equitable relief in connection with the Contractfailure of any Party to perform its covenants or agreements hereunder, provided the Parties, for themselves and their respective Affiliates, agree that the Indemnified provisions of this Article 10 shall be the exclusive remedies of the Parties have not modified (and their respective Affiliates) with respect to the foregoing.
esubject matter of this Agreement and the Parties (and their respective Affiliates) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible entitled to any further indemnification, contribution, recovery or other rights or claims of any nature whatsoever in respect thereof (whether under this Agreement or under any common law theory or any statute or other Law or otherwise), all of which the Parties hereby waive.
10.7 The Company agrees that any and all claims, disputes or demands that the Company or any Affiliate of the Company may have that is in any way for their conductrelated to the provision of the Services (whether the Service(s) in question was provided by TDCC, business practices, any meetings an Affiliate of TDCC or negotiations / discussions with such companies. Any companies that conduct business with each other as a result Third Party contractor of meeting at TDCC) shall only be asserted against TDCC (and not against an Affiliate or Third Party contractor of TDCC) under and pursuant to the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsterms of this Agreement.
Appears in 2 contracts
Sources: Transition Service Agreement (AgroFresh Solutions, Inc.), Stock Purchase Agreement (Boulevard Acquisition Corp.)
Liability and Indemnity. a) Nothing in these Terms & Conditions limits 14.1 Client agrees that SHKCOM or any member of the Group or any of their respective officers, employees or agents shall not have any liability whatsoever (other than those resulting from fraud, wilful default or a breach of Clause 3.3 on SHKCOM’s part) for any loss, expense or damage which canClient may incur as a result of the performance or failure to perform this Agreement or as a result of any act or omission of any third party (whether or not legally appointed by SHKCOM or any member of the Group) or howsoever arising out of any cause beyond the control of SHKCOM or any member of the Group. Further, SHKCOM or any member of the Group or any of their respective officers, employees or agents accept no liability as a result of compliance with any applicable Regulatory Rules. This Clause 14.1, however, shall not be limitedconstrued as in any way binding any member of the Group to comply with any provision of this Agreement unless otherwise explicitly agreed by such member of the Group.
14.2 Client undertakes to indemnify and to keep indemnified SHKCOM and its officers, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence employees and agents on a full indemnity basis from and against all losses, damages, interest costs, actions, demands, claims, proceedings, expenses, costs and liabilities of its employees, agents or subcontractors,
ii. any nature whatsoever (other than those resulting from fraud or fraudulent misrepresentation; or
iii. wilful default on SHKCOM’s part) incurred, suffered or sustained by or made or brought against or threatened to be made or brought against each or any obligation to indemnify for third party claims, costs, losses, damages of them directly or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach indirectly arising out of statutory duty, or otherwise arising under or in connection with these terms the performance of any act or exercise of any right or discretion or any inaction taken or chosen by or for loss SHKCOM and/or any member of profitsthe Group pursuant to this Agreement, loss or arising directly or indirectly from an Event of sales Default, or businessany act or omission by Client whether or not constituting a breach of any of its obligations under this Agreement or directly or indirectly as a consequence of reliance on by SHKCOM or any of its officers, loss employees or agents any representation stated in this Agreement or any information provided by or for Client or directly or indirectly as a result of agreements acting on by SHKCOM or contractsany of its officers, loss of anticipated savingsemployees or agents any instruction, loss of damage signature, instrument, notice, resolution, request, certificate, report or other document believed to goodwill be signed or given by the proper party(ies), whether the same is given verbally or in written form and any indirect whether the same is an original, facsimiled or consequential losseselectronic copy.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort 14.3 If any claim is made against SHKCOM or otherwise) under or Client in connection with these Terms & Conditions shall be limited this Agreement, SHKCOM may, without prejudice to Clause 14.1 above, take any such steps at its sole discretion, including the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionswithholding of payment or delivery to Client of any money or commodities.
d14.4 Client acknowledges that handling of Client’s Account(s) Each by any person or party other than the Client must be properly documented as prescribed by SHKCOM from time to time (for example, in such instancerelation to giving of trading instructions, by completion of the “Indemnifying relevant prescribed form applicable to Authorized Person or Authorized Third Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, ). Discretionary handling of the Exhibition Venue clients’ accounts by themselves or their agents, subcontractors or employees; SHKCOM’s representatives is generally not permitted by SHKCOM policy (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure and that if exception is granted it must be properly documented in a further SHKCOM discretionary account agreement with a power of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied attorney). Client covenants not to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be hold SHKCOM responsible in any way way, and shall indemnify SHKCOM, for their conductall and any loss, business practicesdamage, interest, cost, action, demand, claim, liability, expense or proceeding of any nature whatsoever relating to or resulting from the Client’s instruction, permission, acquiescence or approval to, or arrangement or understanding with, any meetings SHKCOM representative or negotiations / discussions with such companies. Any companies that any person or party other than the Client (whether explicit or tacit) to conduct business with each discretionary trading on the Account or other as a result handling in respect of meeting at the Exhibition are responsible for entering into their own business contracts Client’s Account(s) or negotiations / discussionsClient’s money.
Appears in 2 contracts
Sources: Client Agreement, Client Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits 10.1 The Company hereby declares towards the Licensors only that it alone assumes any liability which cannot legally be limited, including but not limited to liability for:
i. death and all liabilities and/or responsibilities for any Leukemia Licensed Products and any Licensed Products and/or Licensed IP Commercialized by or personal injury caused by IAL’s negligence or on behalf of the negligence Company and/or any of its employeesAffiliates and/or Sublicensees. Without derogating from the generality of the aforesaid, agents or subcontractors,
iithe Company shall be responsible to obtain, at its own risk and expense, any and all licenses and/or official authorizations, including, without limitation, with respect to standards and/or quality, required with respect to the Commercialization of the Leukemia Licensed Products and/or the Licensed IP in accordance with any relevant laws, rules and regulations but only with respect to jurisdictions in which the Company has a License under this Agreement and in which it will Commercializes the Leukemia Licensed Products and the Licensed Products. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claimsNotwithstanding the above, costs, losses, damages or expenses; or
iv. any other liability which canthe Company shall not be lawfully excluded liable or limitedresponsible for any Third Party claim the cause of action of which is infringement of IP rights by the Existing IP or any patent issued pursuant to any Existing IP.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or 10.2 All warranties in connection with these terms for loss the Leukemia Licensed Products and the Licensed Products and/or the Licensed IP shall be made by the Company or its Affiliates and/or Sublicensees as manufacturer and seller, and shall not directly or by implication obligate Licensors and/or their officers, directors, agents, employees, shareholders, successors and assignees, and each of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthem (hereinafter collectively: the “Indemnitees”).
c) Subject to Clause 11(a) above10.3 The Indemnitees shall not be liable for any claims, each party’s total liability (whether in contractdemands, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claimsliabilities, costs, losses, damages or expenses (including any reasonable legal costs and attorneys’ fees) of whatever kind or nature (all of the foregoing, collectively, “Liabilities”) caused to or suffered by any person or entity (including the Company, its Affiliates or any Sublicensee) that directly or indirectly arise out of or result from or are encountered in connection with the exercise of the License by the Company its Affiliates or any Sublicensee, including directly or indirectly arising out ofof or resulting from or encountered in connection with: (ai) the Indemnifying Party’s use or provision, as the case may be, Commercialization of any of the Exhibition Venue Leukemia Licensed Products and the Licensed Products and/or Licensed IP by themselves the Company and/or its Affiliates and/or any Sublicensee or their agentsany person acting in the name of or on behalf of any of the foregoing, subcontractors or employeesacquiring, directly or indirectly, any of the Leukemia Licensed Products and/or Licensed IP from any of the foregoing; or (bii) the Indemnifying Party’s exploitation or their agents’use by the Company, subcontractors’ its Affiliates or employees’ failure any Sublicensee of observe and/or perform the Contract and/or breach Licensed IP or any part thereof, including of any representation data or warranty information given, if given, in accordance with this Agreement.
10.4 In the event that any of the Indemnitees should incur or suffer any Liabilities, that arise out of or result from or are encountered in connection with the exercise of the License or as otherwise set forth in Section 10.3 above, or shall be requested or obliged to pay to any person or entity any amount whatsoever as compensation for any Liabilities as aforesaid in Section 10.3 above, then the Contract; (c) Company shall defend, indemnify and hold harmless such Indemnitees from and against any and all such Liabilities. Without limiting the generality of the foregoing, the Company’s indemnification as aforesaid and the exclusion of liability in Section 10.3 above shall extend to product liability claims and to damages, claims, demands, liabilities, losses, costs and expenses attributable to death, personal injury or property damage caused or to penalties imposed on account of the violation of any law, regulation or governmental requirement. The aforesaid shall not apply to Liabilities which result from a Third Party claim the cause of action of which is infringement of IP rights by the Indemnifying Party’s negligence Existing IP or any patent issued pursuant to any Existing IP. Any indemnification under this Agreement is subject to the following provisions: no indemnification shall be made unless final and non-appealable judgment is entered against the Indemnitees or any of them or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, Company and provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conductIndemnitees were unable to receive indemnification from other third parties, business practices, any meetings or negotiations / discussions with such including insurance companies. Any companies settlement proceedings initiated or agreed to by the Indemnitees with any third party shall require the Company’s prior written consent. Indemnitees will enable the Company, at its sole expense, to solely defend such claims, and will make available for the Company any document and/or information required for such defense.
10.5 The Company shall at its own expense obtain commercial insurance, commensurate with level of risk as it should be reasonably anticipated in the present and as it may develop, to insure against its liability during the period immediately beginning prior to any Commercialization and continuing during the entire period that conduct business the License is in force, plus any additional period any such product, process, or service is being Commercialized by the Company and/or an Affiliate and/or Sublicensee. Such insurance shall be in reasonable amounts and on reasonable terms in the circumstances, having regard, in particular, to the nature of the Leukemia Licensed Products and the Licensed Products and/or the Licensed IP, and shall be subscribed for from a reputable insurance company. The Licensors shall be included as additional insureds under such insurance and the beneficiaries thereof. The said insurance policy shall include a “cross-liability” provision pursuant to which the insurance is deemed to be separate insurance for each named insured (without right of subrogation as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone in their name) and shall further provide that the insurer will be obliged to notify each insured in writing at least thirty (30) days in advance of the expiry or cancellation of the policy or policies. The Company hereby undertakes to comply with all obligations imposed upon it under such policy or policies and in particular, without limiting the generality of the foregoing, to pay in full and punctually all premiums and other payments for which it is liable pursuant to such policy or policies. The Company shall be obliged to submit to Licensors a certificate of insurance within fourteen (14) days of the date of issue of each other as a result such policy.
10.6 The provisions of meeting at this Section 10 shall survive the Exhibition are responsible expiration or termination of this Agreement for entering into their own business contracts or negotiations / discussionswhatsoever reason.
Appears in 2 contracts
Sources: Research and License Agreement (Todos Medical Ltd.), Research and License Agreement (Todos Medical Ltd.)
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited7.1 The SUPPLIER indemnifies and agrees to keep indemnified the Company and its directors, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its officers, employees, representatives, agents and secondee’s (and releases each of them from, and waives all claims against them) against any loss, liability, damage, cost or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort expense (including negligence)any legal or other costs on a full indemnity basis) demand, contractclaim, breach action, proceeding, prosecution, notice, investigation or suit, made, threatened or brought by or against a person, of statutory dutyany kind and however arising (whether directly or indirectly) and whether present, unascertained, immediate, future, prospective or otherwise arising contingent suffered or incurred by the Company under or in connection with these terms for loss this Agreement or the provision of profitsthe Goods and/or Services, loss arising from:
(a) use the Goods and/or Services;
(b) the SUPPLIER’S breach of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.this Agreement;
(c) Subject to Clause 11(a) aboveany unlawful, each party’s total liability (whether in contract, tort wilful or otherwise) under negligent act or omission in connection with these Terms & Conditions shall the Goods and/or Services or this Agreement of the SUPPLIER or the SUPPLIER’S personnel or that of its subcontractors;
(d) loss of or damage to property (including any third-party property);
(e) the death, illness or personal injury of any person;
(f) claim that the SUPPLIER’S intellectual property or the intellectual property created or supplied by the SUPPLIER in the provision of the Goods and/or Services pursuant to the terms of this Agreement and the use by the Company of any such intellectual property infringes the intellectual property of a third party;
(g) the disclosure of any Confidential Information, except in accordance with the terms of this Agreement.
7.2 The maximum liability of Company arising out of this Agreement will be limited to the Participation Fees aggregate of the fees paid in each Exhibition year (as applicable), under these Terms & Conditionsto the SUPPLIER for the Goods and/or Services.
d) Each party (in such instance, 7.3 The Company will not be liable to the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: SUPPLIER for:
(a) the Indemnifying Party’s use any loss of use, opportunity or provisionproduction, as the case may beloss of interest, of the Exhibition Venue by themselves earnings or their agentsprofit, subcontractors holding or employeesfinancial costs, business interruption or any indirect, incidental or consequential losses; and
(b) any loss, damage or claim to the Indemnifying Party’s extent that such loss, damage or their agents’claim was caused or contributed to by SUPPLIER or its employees, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors consultants or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingcontractors.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 2 contracts
Sources: Supply Agreement, Supply Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits 14.1 Neither Party assumes any liability which cannot legally be limitedfor any act or omission of the other in the furnishing of its service to its Customers solely by virtue of entering into this Agreement.
14.2 Except as otherwise stated in this Section 14, including but not limited and except for damages resulting from gross negligence or willful misconduct, the liability of each Party for damages arising out of delays in installation, maintenance, or restoration of Facilities, services, or arrangements or out of mistakes, omissions, interruptions, or errors or defects in transmission occurring in the course of exchanging traffic over the Facilities, services or arrangements described herein shall in no event exceed the amount of the allowance, if any, available under the applicable tariff.
14.3 Each Party agrees to liability for:
i. death reimburse the other for damages to premises or personal injury equipment resulting from the installation, maintenance, or removal of Facilities, services, or arrangements, if caused by IAL’s negligence or willful act of the negligence reimbursing Party.
14.4 Each Party shall reimburse the other for any loss through theft of its employeesFacilities or services, agents by or subcontractors,through employees of the reimbursing Party while on the premises of the other.
ii. fraud 14.5 The Parties shall cooperate with each other in the defense of any suit, claim, or fraudulent misrepresentation; or
iii. any obligation to indemnify for demand by third party persons against either or both of them arising out of the interconnection arrangements and exchange of traffic hereunder including, without limitation, Workers' Compensation claims, costsactions for infringement of copyright and/or unauthorized use of program material, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedlibel and slander actions based on the content of communications.
b) Subject 14.6 Neither Party shall be required to Clause 11(a) above, neither party reimburse the other for any claim or loss pursuant to this Section 14 where the amount in controversy is less than two hundred and fifty dollars ($250.00).
14.7 Neither Party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms the provision or use of services offered under this Agreement for loss of indirect, incidental, consequential, or special damages, including (without limitation) damages for lost profits, loss regardless of sales or businessthe form of action, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort indemnity, warranty, strict liability, or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionstort.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 2 contracts
Sources: Interconnection Agreement, CMRS Interconnection Agreement
Liability and Indemnity. a) 9.1 TÜV SÜD undertakes to exercise due care and skill in the performance of the Services and accepts responsibility only in cases of proven negligence.
9.2 Nothing in these Standard Terms & and Conditions limits any shall exclude or limit TÜV SÜD liability which cannot legally be limited, including but not limited to liability for:
i. the Client for death or personal injury caused or for fraud or any other matter resulting from TÜV SÜD negligence for which it would be illegal to exclude or limit its liability.
9.3 Subject to clause 9.2, the total liability of TÜV SÜD to the Client in respect of any claim for loss, damage or expense of any nature and howsoever arising shall be limited, in respect of any one event or series of connected events, to an amount equal to the fees paid to TÜV SÜD under the Contract (excluding Goods and Service Tax thereon).
9.4 Subject to clause 9.2, TÜV SÜD shall have no liability to the Client for claim for loss, damage or expense unless arbitral proceedings are commenced within one year after the date of the performance by IAL’s TÜV SÜD of the service which gives rise to the claim or in the event of any alleged non-performance within one year of the date when such service should have been completed.
9.5 TÜV SÜD shall not be liable to the Client nor to any third party:
(a) for any loss, damage or expense arising from (i) a failure by Client to comply with any of its obligations herein (ii) any actions taken or not taken on the basis of the Reports or the Certificates; and (iii) any incorrect results, Reports or Certificates arising from unclear, erroneous, incomplete, misleading or false information provided to TÜV SÜD.
9.6 Except for cases of proven negligence or fraud by TÜV SÜD, the negligence of Client further agrees to hold harmless and indemnify TÜV SÜD and its officers, employees, agents or subcontractors,
ii. fraud subcontractors against all claims (actual or fraudulent misrepresentation; or
iii. threatened) by any obligation to indemnify for third party claimsfor loss, costs, losses, damages damage or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
bexpense of whatsoever nature including all legal expenses and related costs and howsoever arising (i) Subject to Clause 11(a) above, neither party shall be liable relating to the other partyperformance, whether in tort purported performance or non-performance, of the Services or (including negligence), contract, breach ii) out of statutory duty, or otherwise arising under or in connection with these terms for loss the Client's product, process or service the subject of profitsthe certification (including, loss of sales or businesswithout limitation, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesproduct liability claims).
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) 9.7 Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees shall take out adequate insurance to indemnify and defend the other party and cover its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in liabilities under the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 2 contracts
Sources: Standard Terms and Conditions, Standard Terms and Conditions
Liability and Indemnity. 42.1 The Contractor shall be liable to and shall indemnify the Owner, its officers, directors, employees, consultants and agents for all losses, damages and expenses on account of:
(a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury all physical damage caused by IALthe Contractor or its Subcontractors to the Work, the Work Site, the property of the Owner or Other Contractors or property under the care, custody or control of the Owner or Other Contractors; and
(b) the cost to repair or make good any and all damage to roads, bridges, railroads, highways, land adjacent to the Owner’s negligence Site, irrigation canals or facilities, ditches or equipment relating thereto caused by or resulting from the negligence actions howsoever of the Contractor or its employeesSubcontractors.
42.2 Contractor shall defend, indemnify and hold Owner, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Contractor, Subcontractors, and their respective officers, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedemployees.
b42.3 Owner shall defend, indemnify and hold Contractor, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) Subject or claims for injury or damages arising out of the performance of this Agreement but only in proportion to Clause 11(a) aboveand to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Owner, Other Contractors and their respective officers, agents or employees.
42.4 Notwithstanding anything to the contrary contained herein, neither party shall be liable to the other partyin contract or in tort, whether in tort (including negligence)directly or under any indemnity, contractfor lost profits or for any indirect, breach of statutory dutyspecial, or otherwise consequential damages, arising under out of or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage related to goodwill and any indirect or consequential lossesthis Contract.
c) Subject to Clause 11(a) above42.5 Notwithstanding any other provision of the Contract, each party’s total liability to the other for damages hereunder (whether in contractexcluding any damages owed to the other party pursuant to any indemnification obligation hereunder, tort or otherwisewhere such damages relate to claims by third parties against the indemnified party) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions$18,403,721.00.
d) Each party (in such instance42.6 Contractor shall release, the “Indemnifying Party”) assumes responsibility and agrees to defend, indemnify and defend the other party hold harmless Owner, its affiliates and its respective affiliates other contractors from and their respective directorsagainst any and all liability, officersloss, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses expense (including any reasonable legal attorneys’ fees) or claims for injury or damages arising out of: (a) the Indemnifying Party’s use of or provision, as the case may be, of the Exhibition Venue by themselves relating to Hazardous Material which escapes or their agents, subcontractors or employees; (b) the Indemnifying Partyemanates directly from Contractor’s or their agents’, subcontractors’ any Subcontractor’s equipment or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other which is otherwise released as a result of meeting at the Exhibition are responsible acts or omissions of Contractor or any Subcontractors or their respective officers, agents or employees. Owner shall release, defend, indemnify and hold harmless Contractor from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for entering into injury or damages arising out of or relating to Hazardous Material which exists on the Work Site as of the date of this Contract, or which is released as a result of the acts or omissions of Owner.
42.7 The Owner and Contractor waive all rights against each other and any of their own business contracts Subcontractors, sub-subcontractors, agents and employees, each of the other, for damages caused by fire or negotiations / discussionsother causes of loss to the extent covered by property insurance obtained pursuant to Sections 43.1(d) or 44.1(a) or other property insurance applicable to the Work. The policies shall provide such waivers of subrogation by endorsement or otherwise.
Appears in 1 contract
Sources: Engineering, Procurement and Construction Contract (Quaker Chemical Corp)
Liability and Indemnity. a5.1. The Agency shall indemnify, defend and hold each director, officer, employee, contractor, volunteer, agent and assign of Kids Up Front (each a “Kids Up Front Indemnified Person”) Nothing harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, charges, and disbursements, and the cost of pursuing any insurance providers ("Loss") resulting from any bodily injury, death of any person, or damage to real or personal property in these Terms & Conditions limits connection with the acceptance, use and distribution of the Event Tickets by the Agency or the use of the Event Tickets and attendance at any liability which cannot legally be limitedsuch events by the Recipient(s) arising out of any negligence, breach of duty of care, or omission of the Agency in the performance of its obligations under this Agreement, including but not limited to liability for:failure to abide by the Kids Up Front Policies, except those Claims (as defined below) directly resulting from Kids Up Front’s gross negligence, willful misconduct or bad faith failure to materially comply with any of its material obligations set forth in this Agreement.
i. 5.2. Kids Up Front shall indemnify, defend and hold each director, officer, employee, contractor, volunteer, agent and assign of Agency (each an “Agency Indemnified Person”) harmless from and against any and all Loss resulting from any bodily injury, death of any person, or damage to real or personal injury property in connection with the acceptance, use and distribution of the Event Tickets by the Agency or the use of the Event Tickets and attendance at any such events by the Recipient(s) caused by IAL’s the gross negligence or the negligence willful misconduct of Kids Up Front, except those Claims (as defined below) directly resulting from Agency's negligence, willful misconduct or bad faith failure to materially comply with any of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedmaterial obligations set forth in this Agreement.
b5.3. The Party being indemnified under this Agreement (the “Indemnified Party”) Subject shall promptly notify the Party providing the indemnity under this Agreement (the “Indemnifying Party”) in writing of the discovery of any facts or circumstances that the Indemnified Party has determined could give rise to Clause 11(a) abovean indemnification claim under this section (a “Claim”), neither party and if requested by the Indemnifying Party, cooperate with the Indemnifying Party at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall take all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.
5.4. The Indemnifying Party shall take control of the defense and investigation of the Claim, at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle any Claim in a manner that adversely affects the rights of the indemnified Party without the Indemnified Party’s prior written consent, unless the settlement results in a complete release of the Indemnified Party from all Claims. The Indemnified Party may participate in and observe the proceedings for the Claim at its own cost and expense with counsel of its own choosing.
5.5. The Indemnified Party’s failure to perform any obligations under this section 5 does not relieve the Indemnifying Party of its obligations under this section except to the extent that the Indemnifying Party can demonstrate that its ability to perform its obligations under this section has been materially prejudiced as a result of the Indemnified Party’s failure.
5.6. Neither Party nor its personnel shall be liable for consequential, indirect, or incidental damages arising out of or relating to any breach of this Agreement, whether or not the possibility of such damages has been disclosed in advance by the other partyParty or could have been reasonably foreseen by the other Party, regardless of the legal or equitable theory upon which the Claim is based.
5.7. In no event shall either Party’s aggregate liability arising out of or related to this Agreement, whether in arising out of or related to breach of contract, tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionsexceed $500.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Agency Agreement
Liability and Indemnity. 18.1 Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party, its directors, officers, employees, successors and assigns (the “Indemnified Party”), from any loss, damage or liability, including reasonable attorney’s fees, relating to (a) Nothing in these Terms & Conditions limits any liability which cannot legally be limitedclaim, complaint, suit, proceeding or cause of action against any of them alleging physical or other injury, including but not limited death, brought by or on behalf of an injured party; loss of service or consortium or a similar such claim, complaint, suit, proceeding or cause of action brought by a Third Party arising out of the administration, utilisation and/or ingestion of any Diagnostic Antibody Product, Therapeutic Antibody Product or Other Product (in the case of Chugai) or a CAT Antibody Product (in the case of CAT) or (b) any claim, lawsuit or other action by a Third Party that arises out of, relates to liability foror results from the breach by the Indemnifying Party of any of its representations, warranties (including any representations and warranties which may be made by Chugai pursuant to Clause 8.1 or 9.1.2) or covenants contained within this Agreement, (hereinafter a “Claim”) provided:
i. death 18.1.1 The Indemnifying Party shall not be obligated under this Clause if it is shown by evidence acceptable in a court of law having jurisdiction over the subject matter and meeting the appropriate degree of proof for such action, that the Claim was the result of the negligence, failure to reasonably act or personal injury caused by IAL’s negligence wilful misconduct of any employee or agent of the Indemnified Party or the negligence conduct of any activity to be performed by the Indemnified Party pursuant to this Agreement; and
18.1.2 The Indemnifying Party shall have no obligation under this Clause 18.1 unless the Indemnified Party:
(a) gives the Indemnifying Party prompt written notice of any Claim for which it seeks to be indemnified under this Agreement;
(b) the Indemnifying Party is granted full authority and control over the defence, including settlement, against such Claim; and
(c) The Indemnified Party co-operates fully with the Indemnifying Party and its agents in defence of such Claim.
18.1.3 The Indemnified Party shall have the right to participate in the defence of any such Claim referred to in this Clause utilising attorneys of its employeeschoice at its own cost and expense, agents provided, however, that the Indemnifying Party shall have full authority and control to handle any such Claim, including any settlement or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify other disposition thereof, for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedthe Indemnified Party seeks indemnification under this Clause.
b) Subject to Clause 11(a) above, neither party 18.2 Neither Party shall be liable to the other partyin contract, whether in tort (including tort, negligence), contract, breach of statutory duty, duty or otherwise arising including under any indemnify hereunder for any loss, damage, costs or in connection with these terms for expenses of any nature whatsoever incurred or suffered by the other or its Affiliates of an indirect nature including any economic loss or other loss of turnover, profits, loss of sales business or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesgoodwill.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Antibody Library Licence Agreement (Cambridge Antibody Technology Group PLC)
Liability and Indemnity. a) Nothing Prior to the Effective Date, Landlord will deliver copies of Landlord’s existing environmental reports. As of the Effective Date, to Landlord’s knowledge, except as otherwise disclosed in these Terms & Conditions limits any liability which cannot legally be limitedthe delivered reports, including but not limited to liability for:
i. death there are no Hazardous Materials located in, on, or personal injury caused by IAL’s negligence under the Building, the Premises, or the negligence of its Land. Landlord shall not be liable to Tenant or to any other party for any Hazardous Materials Activities conducted or permitted on, under or about the Premises, the Building, or the Land by Tenant or by Tenant’s employees, agents agents, contractors, licensees or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. invitees, and Tenant shall indemnify, defend and hold the Landlord Indemnitees harmless from any obligation to indemnify for third party claims, costsdamages, fines, penalties, losses, damages judgments, costs and liabilities arising out of or expenses; or
iv. related to (i) any other liability which cannot be lawfully excluded Hazardous Materials Activities conducted or limited.
b) Subject to Clause 11(a) abovepermitted on, neither party shall be liable to under or about the other partyPremises, whether in tort (including negligence), contract, breach of statutory dutythe Building, or otherwise arising under the Land by Tenant or in connection with these terms for loss of profitsby Tenant’s employees, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors contractors, licensees or employees; (b) the Indemnifying Party’s invitees, regardless of whether Landlord shall have consented to, approved of, participated in or their agents’, subcontractors’ or employees’ failure had notice of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; such Hazardous Materials Activities or (dii) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible Environmental Claim relating in any way for their conductto Tenant’s operation or use of the Premises. Landlord shall indemnify, business practicesdefend, and hold Tenant and Tenant’s employees, agents, contractors and licensees harmless from and against any meetings and all claims arising out of or negotiations / discussions with such companiesinvolving (A) the introduction of any Hazardous Materials prior to the Possession Date or (B) the existence of any Hazardous Materials to the extent caused by Landlord or by Landlord’s employees, agents, contractors, or licensees during the Term. Any companies that conduct business with each other as a result The provisions of meeting at this Section 0 shall survive the Exhibition are responsible for entering into their own business contracts expiration or negotiations / discussionstermination of this Lease.
Appears in 1 contract
Sources: Lease Agreement (Zynex Inc)
Liability and Indemnity. a(i) Nothing in these Terms & Conditions limits Neither the Company nor the Manager shall be under any liability which cannot legally for any failure to perform any of their obligations hereunder by reason of any cause whatsoever of any nature or kind beyond their reasonable control.
(ii) The Manager shall be limitedunder no liability whatsoever to the Company for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with a detention of or delay to the Vessels) and howsoever arising in the course of performance of the Services, unless and to the extent that such loss, damage, delay or expense is proven (through a judgement of a court of competent jurisdiction) to have resulted solely from fraud, gross negligence or wilful misconduct of the Manager or its employees, in which case (save where such loss, damage, delay or expense has resulted from the Manager’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Manager’s liability for:for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of two (2) times the quarterly Flat Management Fee.
i. death (iii) Notwithstanding anything to the contrary in this Agreement, the Manager shall not be responsible for any of the actions of the crew of the Vessels, even if such actions are negligent, grossly negligent, reckless or personal injury wilful.
(iv) The Company shall keep the Manager and its employees, agents, sub-contractors (including any Sub-managers) and consultants indemnified and hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising, which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis), which the Manager may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement, including, without limitation, against all actions, proceedings, claims, demands or liabilities brought under or relating to the environmental laws, regulations or conventions of any jurisdiction (the “Environmental Laws”), or otherwise relating to pollution of the environment, and against and in respect of all costs and expenses (including legal costs and expenses on a full indemnity basis) they may suffer or incur due to defending or settling same, provided however that such indemnity shall exclude any or all losses, actions, proceedings, claims, demands, costs, damages, expenses and liabilities whatsoever which may be caused by IAL’s or due to (A) the fraud, gross negligence or wilful misconduct of the negligence of Manager, its employees, agents or subcontractors,sub-contractors, or (B) any breach of this Agreement by the Manager.
ii. fraud or fraudulent misrepresentation; or
iii. any obligation (v) Without prejudice to the general indemnity set out in this Section, the Company hereby undertakes to indemnify the Manager, its employees, agents and sub-contractors against all taxes (including but not limited to tonnage taxes), imposts and duties levied by any government as a result of the operations of the Company or the Vessels, whether or not such taxes, imposts and duties are levied on CTRM, the Shipowning Subsidiaries or the Manager. The Company shall pay all applicable taxes, levies, dues or fines imposed on the Company, the Vessels or the Manager as a result of the existence and operations of the Company and Vessels. For the avoidance of doubt, such indemnity shall not apply to taxes imposed on amounts paid to the Manager as consideration for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedthe performance of the Services for the Company.
b(vi) Subject It is hereby expressly agreed that no employee or agent of the Manager (including any sub-contractor from time to Clause 11(atime employed by the Manager and the employees of such sub-contractor) above, neither party shall in any circumstances whatsoever be liable under any liability whatsoever to the other partyCompany for any loss, whether damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in tort (including negligence), contract, breach the course of statutory duty, or otherwise arising under or in connection with these terms for loss his employment and, without prejudice to the generality of profitsthe foregoing provisions in this Section, loss every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of sales whatsoever nature applicable to the Manager or business, loss to which the Manager is entitled hereunder shall also be available and shall extend to protect every such employee or agent of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthe Manager acting as aforesaid.
c(vii) Subject The Company acknowledges that the Manager is unable to Clause 11(a) aboveconfirm that the Vessels, each party’s total liability (whether in contracttheir systems, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility equipment and machinery are free from defects and agrees to indemnify and defend that the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from Manager shall not under any third party claimscircumstances be liable for any losses, costs, lossesclaims, damages liabilities and expenses, which the Company may suffer or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use incur resulting from pre-existing or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth latent deficiencies in the Contract; (c) deathVessels, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agentstheir systems, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingequipment and machinery.
e(viii) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and The provisions of this Section 8 shall not be responsible remain in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result force notwithstanding termination of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsthis Agreement.
Appears in 1 contract
Liability and Indemnity. a) 23.1 Nothing in these Terms & Conditions limits any this Agreement shall exclude or limit the liability which cannot legally be limited, including but not limited to liability of either Party for:
i. (a) death or personal injury caused by IAL’s negligence or resulting from the negligence of the Party liable or of any of its employeesofficers, agents employees or subcontractors,agents;
ii. (b) fraud or fraudulent misrepresentation;
(c) breach of terms implied by section 2 of the Supply of Goods and Services Act 1982; orand
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. (d) any other liability which cannot be lawfully limited or excluded or limitedby applicable law.
23.2 Save as otherwise expressly provided in this Agreement nothing in this Clause 23 shall exclude or restrict or otherwise prejudice or affect any of:
(a) the rights, powers, duties and obligations of either Party which are conferred or created by the Act, the Licence or any regulations made under the Act; or
(b) the rights, powers, duties and obligations of the Authority or the Secretary of State under the Act, the Licence or otherwise howsoever.
23.3 The Connection Provider shall be responsible for the risk of loss or damage to every part of the Contestable Connection Works until the Adoption of such part.
23.4 Subject to Clause 11(a23.6 the Connection Provider shall indemnify WPD and keep WPD indemnified fully and on demand against all claims, demands, actions, proceedings, damages, liabilities, losses, costs (including all associated legal costs), expenses and fines which are attributable to any act, omission, default, delay, negligence or breach of statutory duty by or on the part of the Connection Provider made or brought against or incurred or suffered by WPD arising out of or in connection with:
(a) abovethe carrying out or the purported carrying out of the Contestable Connection Works;
(b) any claim by a Regulatory Body due to any default by the Connection Provider arising from or in connection with the Contestable Connection Works;
(c) any third party claim in respect of title to the Contestable Assets;
(d) any breach or alleged breach by the Connection Provider of any CP's Consents or WPD's Consents or failure by the Connection Provider to obtain and/or maintain the required CP's Consents;
(e) failure by the Connection Provider to ensure that the officers, employees or agents of the Connection Provider and other persons for whom the Connection Provider is responsible in law conduct themselves upon the Site during the carrying out of the Contestable Connection Works in a proper and responsible manner;
(f) any personnel (including without limitation any employee, agent or sub- contractor) who were employed or engaged in executing the Contestable Connection Works bringing a claim against WPD where such a claim arises out of anything done or omitted to be done by the Connection Provider in relation to the employment or engagement of the same during the term of the Agreement and/or arising on or as a result of the termination or expiry of the Agreement (howsoever caused); or
(g) the Energisation of any Connection Point where that Connection Point is not Registered where no request to Energise that Connection Point has been made by the Supplier in relation to that Exit.
23.5 Subject to Clause 23.1 the liability of either Party in respect of claims for physical damage to the property of the other Party, its officers, employees or agents, shall not exceed the sum of £1 million per incident or series of related incidents.
23.6 The Connection Provider shall not be liable for loss or damage arising from WPD's negligence, and/or any breach by WPD of its obligations under this Agreement.
23.7 Subject to Clause 23.1 and save where any provision of this Agreement provides for an indemnity, neither party Party nor any of its officers, employees or agents shall in any circumstances be liable to the other partyfor:
(a) any loss of profit, whether in tort loss of revenue, loss or use, loss of contract or loss of goodwill; or
(including negligence), contract, breach b) any indirect or consequential loss; or
(c) any losses resulting from the liability of statutory duty, or otherwise such other Party to any other person howsoever arising.
23.8 Subject to Clause 23.1 the Connection Provider’s total liability to WPD for all matters arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions this Agreement shall be limited to the Participation Fees paid in each Exhibition year £10,000,000 (as applicable), under these Terms & Conditionsten million pounds) per incident or series of incidents arising out of any one event.
d) Each party (in such instance, 23.9 Subject to Clause 23.1 WPD shall not be liable for any costs incurred or losses suffered by the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from Connection Provider or any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at WPD's failure to provide access to the Exhibition are responsible Distribution System or any delay caused by WPD to the Contestable Connection Works.
23.10 Each of the Parties agrees that each of the other Parties holds the benefit of Clauses 23.1, 23.5 and 23.7 for entering into their own business contracts or negotiations / discussionsitself as trustee and agent for its officers, employees and agents.
Appears in 1 contract
Sources: Framework Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally 8.1 Each party shall be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or solely liable for the negligence editorial content of its employeesown site, agents except in the case of a white-label solution or subcontractors,co-branded page hosted by the Site, whereby eDreams ODIGEO reserves editorial control.
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims8.2 eDreams ODIGEO, costshowever, losses, damages or expenses; or
iv. any other liability which canshall not be lawfully excluded liable, directly or limitedindirectly, for any reason or cause whatsoever, for damages linked to presentation of the Content on the Site.
b) Subject to 8.3 Except as set out in Clause 11(a) above8.5 below, neither party shall in any event be liable to the other partyparty for any reason whatsoever, whether in tort (including negligence)for any indirect or consequential losses or damages of any kind, contractincluding, breach of statutory dutybut not limited to, or otherwise arising under or in connection with these terms for any loss of profitsdata, commercial loss, loss of sales or businessprofits, loss of agreements customers, injury to brand image, or contracts, loss of anticipated savingsopportunity, loss relating to or arising out of damage to goodwill and any indirect or consequential lossesthe performance of the Agreement.
c) Subject to Clause 11(a) above, each party’s total 8.4 Both parties’ liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited is confined to the Participation Fees paid sum of Advertising Fee in each Exhibition year (as applicable), under these Terms & Conditionsthe Insertion Order.
d) Each party (in such instance8.5 Notwithstanding Clause 8.4, the “Indemnifying Party”) assumes responsibility and agrees to Advertiser, or Agency on behalf of Advertiser, shall indemnify and defend the other party and on demand eDreams ODIGEO or any of its respective affiliates and their respective directorsemployees, officers, agents and employees contractors from and against any claims, demands, actions, losses (in including, without limitation, loss of profit and loss of reputation, breach of GDPR, injury to or death or any person), expenses, liabilities, judgments, settlements, damages and costs (including all interest, penalties and legal and other professional costs and expenses) incurred by eDreams ODIGEO arising out of the Content or subject matter of such instanceadvertisements, the “Indemnified Parties”) from any including without limitation, third party claimsclaims for defamation, costsIntellectual Property Rights and/or a breach by Advertiser of any warranty or obligation to be performed by Advertiser or Agency on behalf of Advertiser, lossesunder this Agreement and/or any misrepresentation, damages negligence, fraud, willful misconduct or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of statutory duty or by Advertiser or Agency on behalf of Advertiser or in each case any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence member of its agentsGroup or any of their respective and its employees, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agentsofficers, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingagents and contractors.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Advertising Agreement
Liability and Indemnity. a) Nothing
15.1 Unless expressly stated otherwise in these Terms & Conditions limits the Agreement, neither Party shall have any liability which canto the other for, and neither Party shall be entitled to recover from the other, any consequential, special, multiple or exemplary damages as a result of a breach of the Agreement. This exclusion does not legally be limitedapply to any damages incurred or suffered by a Party resulting from intent or gross negligence on the part of the other Party.
15.2 In addition to its indemnity obligations under clause 0, the Supplier shall indemnify EVBox against all liabilities, costs, expenses, damages and losses (including but not limited to liability for: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 reasonable professional costs and expenses) suffered or incurred by EVBox as a result of or in connection with:
i. death (a) any claim made against EVBox for actual or personal injury caused by IAL’s negligence alleged infringement of a third party's IP arising out of or in connection with the negligence purchase and/or use of the Goods/Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors,;
ii. fraud or fraudulent misrepresentation; or
iii. (b) any obligation to indemnify for claim made against EVBox by a third party claimsfor damage to property, costs, losses, damages injury or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach death arising out of statutory duty, or otherwise arising under or in connection with these terms for loss defects in Goods/Services, to the extent that the defects in the Goods/Services are attributable to the acts or omissions of profitsthe Supplier, loss of sales its employees, agents or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.subcontractors; and
(c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under any claim made against EVBox by a third party arising out of or in connection with these Terms & Conditions shall be limited the purchase and/or use of the Goods/Services, to the Participation Fees paid extent that the claim arises out of the breach, negligent performance or failure or delay in each Exhibition year (as applicable)performance of the Agreement by the Supplier, under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officersemployees, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Purchase Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any this Agreement shall exclude or limit the liability which cannot legally be limited, including but not limited to liability of either Party for:
i. : death or personal injury caused by IAL’s negligence or resulting from the negligence of the Party liable or of any of its employeesofficers, agents employees or subcontractors,
ii. agents; wilful default, fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expensesbreach of terms implied by Section 2 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇; or
iv. and any other liability which cannot be lawfully limited or excluded by Applicable Law. Save as otherwise expressly provided in this Agreement nothing in this Clause 23 shall exclude or limited.
b) restrict or otherwise prejudice or affect any of: the rights, powers, duties and obligations of either Party which are conferred or created by the Act, the Electricity Distribution Licence or any regulations made under the Act; or the rights, powers, duties and obligations of the Authority or the Secretary of State under the Act, the Electricity Distribution Licence or otherwise howsoever. The ICP shall be responsible for the risk of loss or damage to every part of the Contestable Works until the Adoption of such part. Subject to Clause 11(a23.6 the ICP shall indemnify Electricity North West and keep Electricity North West indemnified fully and on demand against all claims, demands, actions, proceedings, damages, liabilities, losses, costs (including all associated legal costs), expenses and fines which are attributable to any act, omission, default, delay, negligence or breach of statutory duty by or on the part of the ICP made or brought against or incurred or suffered by Electricity North West arising out of or in connection with: the carrying out or the purported carrying out of the Contestable Design; the carrying out or the purported carrying out of the Contestable Works; any claim by a Regulatory Body due to any default by the ICP arising from or in connection with the Contestable Design and/or the Contestable Works; any Regulatory Incentive Losses; any third-party claim in respect of title to the Contestable Assets; any breach or alleged breach by the ICP of any ICP’s Consents or Electricity North West's Consents or failure by the ICP to obtain and/or maintain the required ICP’s Consents; failure by the ICP to ensure that the officers, employees or agents of the ICP and other persons for whom the ICP is responsible in law conduct themselves upon the Site during the carrying out of the Contestable Works in a proper and responsible manner; any personnel (including without limitation any employee, agent or subcontractor) abovewho were employed or engaged in executing the Contestable Works bringing a claim against Electricity North West where such a claim arises out of anything done or omitted to be done by the ICP in relation to the employment or engagement of the same during the term of the Agreement and/or arising on or as a result of the termination or expiry of the Agreement (howsoever caused); or the Energisation of any Point of Connection where that Point of Connection is not Registered where no request to Energise that Point of Connection has been made by the Supplier. Subject to Clause 23.1 the liability of the ICP in respect of claims for physical damage to the property shall not exceed the sum of £5,000,000 per incident or series of related incidents arising out or in connection with Low Voltage Contestable Work or £25,000,000 in all other cases. The ICP will not be liable for loss or damage arising from Electricity North West's negligence, and/or any breach by Electricity North West of its obligations under this Agreement. Subject to Clause 23.1 and save where any provision of this Agreement provides for an indemnity, neither party Party nor any of its officers, employees or agents shall in any circumstances be liable to the other partyfor: any loss of profit, whether in tort (including negligence)loss of revenue, contractloss or use, breach loss of statutory duty, contract or otherwise loss of goodwill; or any indirect or consequential loss. Subject to Clause 23.1 the ICP’s total liability to Electricity North West for all matters arising under or in connection with these terms for loss Low Voltage Contestable Works shall be limited to £10,000,000 (ten million pounds) per incident or series of profits, loss incidents arising out of sales any one event or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c£25,000,000 (twenty-five million pounds) in all other cases. Subject to Clause 11(a) above, each party23.1 Electricity North West shall not be liable for any costs incurred or losses suffered by the ICP or any third party as a result of Electricity North West's failure to provide access to the Distribution System or any delay caused by Electricity North West to the Contestable Works. Electricity North West’s total aggregate liability (whether in contract, tort or otherwise) to the ICP for all matters arising under or in connection with these Terms & Conditions this Agreement shall be limited to 100% of the Participation Fees Charges paid in by the ICP to Electricity North West under this Agreement. Each of the Parties agrees that each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend of the other party Parties holds the benefit of Clauses 23.1, 23.5 and 23.7 for itself as trustee and agent for its respective affiliates and their respective directors, officers, agents employees and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, agents. Force Majeure None of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or Parties shall be liable for any breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage this Agreement caused by an Event of Force Majeure or by a System Emergency. If either Party (the Indemnifying "Affected Party’s negligence ") shall be unable to carry out its obligations under this Agreement due to an Event of Force Majeure or if Electricity North West shall be unable to carry out any of its obligations under this Agreement due to a System Emergency, this Agreement shall remain in full force and effect but save as otherwise provided herein each Party's obligations (other than the obligation as to the payment of Charges) shall be suspended without liability for a period equal to an Event of Force Majeure or the negligence System Emergency provided that: the suspension of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) performance is of no greater scope and of no longer duration than is required by the Indemnifying Event of Force Majeure or System Emergency; no obligation of either Party that arose before the Event of Force Majeure or its agents, subcontractor or employees System Emergency causing the suspension of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and performance shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other excused as a result of meeting the Event of Force Majeure or System Emergency; and the non-performing Party shall use all reasonable efforts to remedy its inability to perform. Dispute Resolution – Escalation Any dispute between the Parties with respect to the interpretation of any provision of the Agreement and with respect to the obligations imposed by it on the other Party, shall be resolved as provided for in this Clause 25. Neither Party shall commence formal dispute resolution proceedings (to include litigation), until the earlier of: the Parties' designated representatives (as referred to in Clause 25.3(a)) jointly concluding that resolution of the dispute through continued negotiation of the matter does not appear likely; and 20 Business Days after either Party's written request under Clause 25.3(a) was submitted to the other Party and that other Party has failed to appoint a designated representative. Prior to the initiation of any formal dispute resolution proceedings (to include litigation), the Parties shall first attempt to resolve their dispute informally, as follows: upon the written request of either Party to the other, each Party shall appoint a designated representative for the purpose of endeavouring to resolve such dispute; the designated representatives shall meet as often as either Party reasonably deems necessary in order to gather and provide to the other all information with respect to the matter in issue which the Party believes to be appropriate in connection with its resolution. The designated representatives shall discuss the problem and negotiate with each other in good faith in an effort to resolve the dispute informally; during the course of negotiations, all reasonable requests made by either Party to the other for non-privileged information, reasonably related to the Agreement, shall be honoured in order that each of the Parties may be fully advised of the other's position; and the method of endeavouring to resolve the dispute shall be left to the discretion of the designated representatives. Dispute Resolution – Adjudication In the event of any dispute or difference not being resolved in accordance with Clause 24 either Party may refer any dispute or difference to adjudication under Part I of the Scheme for Construction Contracts (England and Wales) Regulations (as amended), which Part shall take effect as if it was incorporated into this Clause 26. The adjudicator shall be appointed by The Chartered Institute of Arbitrators. Intellectual Property The copyright and any other Intellectual Property Rights in all drawings, reports, specifications, calculations and other documents created by or on behalf of Electricity North West, or provided by Electricity North West or on behalf of Electricity North West to the ICP under the provisions of this Agreement, (“Electricity North West IP”) shall remain and belong to Electricity North West and Electricity North West shall grant the ICP a non-exclusive licence to use the Electricity North West IP solely for the purpose of performing its obligations under this Agreement. The ICP shall not (without the prior written consent of Electricity North West) make copies or permit copies to be made nor permit the use of the items referred to in Clause 26.1 in connection with any project and/or other works other than the Contestable Works or any parent scheme associated with the Contestable Works. The ICP shall not at any time throughout the Exhibition duration of the Agreement, assign, license or otherwise grant any rights in any Electricity North West IP to any other person including but not limited to the Customer. The ICP shall indemnify Electricity North West against all losses, costs and expenses suffered or incurred by Electricity North West arising out of any claim by any third Party that the use by Electricity North West of the Intellectual Property Rights licensed or vested in Electricity North West pursuant to this Clause 27 infringes that third Party’s rights. The ICP warrants that it owns all Intellectual Property Rights in or relating to the Contestable Design, and the Contestable Works. The ICP shall grant a licence to Electricity North West to use all Intellectual Property Rights in or relating to the Contestable Design for the purpose of performing its obligations under this Agreement. Assignment and Sub-Contracting The ICP may not assign or transfer its rights and obligations under or benefits of this Agreement without the written consent of Electricity North West. Electricity North West may assign the benefit of this Agreement to any other company within the Electricity North West Group. The ICP may sub-contract any part of the Contestable Works with Electricity North West's written consent (such consent not to be unreasonably withheld) provided that the ICP ensures that only appropriately Accredited contractors are responsible engaged in the carrying out or completion of the Contestable Works. The sub-contracting by the ICP of any of its obligations under this Agreement shall not relieve the ICP from liability for entering into their own business contracts performance of such obligations in accordance with this Agreement and any such sub-contracting must be on terms and conditions as to the person employed by the sub-contractor, and the quality of the work and materials used, which are no less onerous than those contained in this Agreement. Electricity North West shall have the right to sub-contract or negotiations / discussionsdelegate the performance of any part of its obligations or duties under this Agreement without the prior consent of the ICP.
Appears in 1 contract
Sources: Master Adoption Agreement
Liability and Indemnity. aNeither party shall be liable to the other under this Agreement for any loss of profits, business, contracts, data, market shares, anticipated savings, goodwill or revenue or for any other indirect, special or consequential loss or damage whatsoever, howsoever arising out of or in connection with the performance of its obligations under this Agreement or any breach of this Agreement provided (i) Nothing that nothing in these Terms & Conditions limits any this Agreement shall exclude or restrict either party’s liability which cannot legally be limited, including but not limited to liability for:
i. for death or personal injury caused by IAL’s negligence or resulting from the negligence of its employees, agents that party or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
brestricted by law and (ii) Subject that this clause shall not apply to Clause 11(a) aboveany matters referred to in the Licence Agreement. The Producer shall indemnify and keep indemnified Hull 2017 from and against all losses, neither party shall be liable to actions, proceedings, damages, claims, costs, expenses and liabilities of whatever nature arising from or relating to: any breach of the other partyAgreement (which for the avoidance of doubt includes breach of any obligations or warranties contained in this Agreement), whether common law or statute by the Producer (or any person for whom the Producer is responsible); or any claim in tort connection with the Production arising out of the action or default of the Producer; or any fraud, recklessness, wilful default, negligence, or gross incompetence by or of the Producer (including negligencebut not limited to its employees, contractors and/or agents), contractwhich may be brought against Hull 2017 or incurred by it, breach arising directly or indirectly out of statutory duty, or otherwise arising under or in connection with these terms for loss the Producer’s performance of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions this Agreement. save that this indemnity shall be limited not apply to the Participation Fees paid in each Exhibition year (as applicable)extent that the Producer can demonstrate that such claims, under these Terms & Conditions.
d) Each party (in such instanceproceedings, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directorsactions, officersdamages, agents and employees (in such instance, the “Indemnified Parties”) from any third party claimsliability, costs, losses and expenses arise from any fraudulent, reckless, negligent, or grossly incompetent act or omission by Hull 2017 including but not limited to its staff, contractors or agents. Hull 2017 shall reimburse the Producer in respect of all direct losses, damages or expenses (including any reasonable legal fees) actions, claims, costs and liabilities arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of this Agreement, common law or statute by ▇▇▇▇ 2017 or any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties person for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingwhom Hull 2017 is directly responsible.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. a) Nothing 8.1 Supplier shall use reasonable endeavours to ensure Candidate has the required standard of skill, experience and necessary qualifications as stated in these Terms & Conditions limits the Vacancy; nevertheless, Supplier is not liable for any liability which canloss, expense, damage or delay arising from and in connection with any failure on the part of Supplier or of Candidate to evidence such to Client nor for any negligence whether wilful or otherwise, dishonesty, fraud, acts or omissions, misconduct or lack of skill, experience or qualifications of Candidate.
8.2 Supplier is not legally be limited, liable for any indirect or consequential losses or damage including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentationto; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss revenue, goodwill, anticipated savings or for claims by third parties arising out of sales Employment Agency's performance or business, loss failure to perform any of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesits obligations in these Terms.
c) Subject to Clause 11(a) 8.3 Notwithstanding clause 8.2 above, each party’s total nothing in these Terms will be deemed to exclude or restrict any liability of Supplier to Client for personal injury, death or fraud directly caused by Employment Agency.
8.4 Supplier shall not be liable for failure to perform its obligations under these Terms if such failure results by reason of any cause beyond its reasonable control.
8.5 Client will indemnify and keep indemnified Supplier against any costs (whether in contractincluding legal costs), tort claims or otherwise) under liabilities incurred directly or indirectly by Supplier arising out of or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year including (without limitation) as applicable), under a result of -
a) any breach of these Terms & Conditionsby Client or by its employees or agents;
b) any breach by Client or by Third Party, or any of its employees or agents, of any applicable statutory provisions (including, without limitation, any statutory provisions prohibiting or restricting discrimination or other inequality of opportunity, immigration legislation, the Conduct Regulations and Data Protection Legislation); or
c) any unauthorised disclosure of a Candidate details by Client or by Third Party, or any of its employees or agents.
d) Each party (in such instance8.6 Save as required by law, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) sole aggregate liability of Supplier arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied these Terms is limited to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing£100,000.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Master Services Agreement
Liability and Indemnity. (a) Nothing in these Terms & Conditions limits No party to this Agreement nor any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall their respective Affiliates will be liable to the other party for any special, punitive, consequential, incidental or exemplary damages (including lost or anticipated revenues or profits relating to the same and attorneys’ fees) arising from any claim relating solely to the services provided pursuant to this Agreement (other than with respect to Section 9 or to the extent such special, punitive, consequential, incidental or exemplary damages are payable to a third party), whether in such claim is based on warranty, contract, tort (including negligence)negligence or strict liability) or otherwise, contractand regardless of whether such damages are foreseeable or an authorized representative of such party is advised of the possibility or likelihood of such damages. IN ADDITION, breach NONE OF THE PARTIES HERETO NOR ANY OF THEIR RESPECTIVE AFFILIATES WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM ANY CLAIM RELATING SOLELY TO THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE CAUSED BY (I) FAILURE TO MAKE A PAYMENT REQUIRED UNDER THIS AGREEMENT, (II) THE PURCHASER’S OR ICON’S BREACH OF ANY OF THE TERMS HEREOF, (III) THE BAD FAITH, FRAUD, OR WILLFUL MISCONDUCT OF ANY SUCH PARTY OR ITS RESPECTIVE AFFILIATES, OR (IV) THE FAILURE OF ICON TO PROVIDE ICON SERVICES AS REQUIRED UNDER THIS AGREEMENT.
(b) The aggregate liability of statutory duty, or otherwise any party arising under out of or in connection with these terms this Agreement shall not exceed an amount equal to the amount actually paid to Icon for Icon Services that gave rise to or related to the incurrence of such liability (except for any liability or loss caused by Icon’s or any of profits, loss of sales its Affiliate’s or business, loss of agreements Subcontractor’s bad faith or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losseswillful misconduct).
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) deathDuring the Term, personal injury or property damage caused each party shall maintain insurance as required by Law and of the Indemnifying Partytypes and in the amounts which are commercially reasonable for such party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingbusiness.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Asset Purchase Agreement (Truli Technologies, Inc.)
Liability and Indemnity. a) The restrictions on liability in this Clause 10 apply to every liability arising under or in connection with this Agreement including liability in contract, delict (including negligence), misrepresentation, restitution or otherwise. Neither party may benefit from the limitations and exclusions set out in this Clause 10 in respect of any liability arising from its deliberate default. Nothing in these Terms & Conditions this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
i. : death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. negligence; and fraud or fraudulent misrepresentation. Nothing in this Clause 10, shall limit the Hirer’s payment obligations under this Agreement. The Centre shall not be held liable for: any losses which are not caused by either a breach of these terms, non-compliance with duties under applicable legislation or negligence of the Centre in providing the Services or Facilities; or
iiiany losses which were not foreseeable to both parties when this Agreement was formed. Loss is foreseeable if either it is obvious that it will happen or if, at the time this Agreement was made, both Trust Company and the Hirer knew it might happen or if you discussed the matter with Trust Company during the booking process; any obligation loss of, or damage to, property, vehicles or tangible items left at the Centre; or any third-party loss or liability incurred as a result of any cancellation or use of the Facilities. Without prejudice to any rights or remedies of the Centre, the Hirer shall be liable and indemnify for third party the Centre against all proceedings, actions, suits, claims, costsdemands, losses, damages charges, costs and expenses which the Centre may suffer or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach incur as a result of statutory duty, or otherwise arising under or in connection with these terms for loss the Hirer’s use of profits, loss of sales the Facilities or business, loss of agreements or contracts, loss of anticipated savings, loss of Services including any damage to goodwill and property, financial loss or in respect of any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability injury (whether in contract, tort fatal or otherwise) which may result directly or indirectly from any act, negligence, omission or willful misconduct of the Hirer or any other party or person for whom the Hirer is responsible. The Hirer shall effect and maintain at its sole expense an insurance policy to cover the Hirer's liabilities and other obligations under and in terms of this Agreement. Specifically, the Hirer shall maintain in force for the duration of this Agreement: public liability insurance policy for such sum and range of cover as the Hirer deems appropriate but covering at least all matters which are the subject of indemnities or compensation obligations under this Agreement in connection with these Terms & Conditions the sum of not less than £1 million for any one incident and unlimited in total, unless otherwise agreed by the Centre; and the policy or policies of insurance referred to in Clause 10.8.1 shall be limited shown to the Participation Fees paid in each Exhibition year (as applicable)Centre if requested, under these Terms & Conditions.
d) Each party (in such instancetogether with satisfactory evidence of payment premiums, including the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend latest premium due thereunder. The Hirer shall notify the other party and its respective affiliates and Centre of any claim within 7 days from the date that the Hirer notifies their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, insurance provider of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure same. This Clause 10 shall survive termination of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingthis Agreement.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Event and Group Booking Agreement
Liability and Indemnity. (a) Nothing Neither Party shall have any control over the drilling, testing, completing or other operations of the other Party upon the Leases and each Party shall be responsible for all costs and expenses incurred by such Party in these Terms & Conditions limits any liability which cannot legally be limitedconnection with such operations including, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or without limitation, the negligence proper payment of its employeesroyalties. Each Party (an "Indemnifying Party") shall defend, indemnify and hold the other Party and such Party's Affiliates (as defined in the Acquisition Agreement), equity holders, officers, directors, employees and agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party (all of such persons and entities, the "Indemnified Party") harmless from and against all claims, costs, losses, damages damages, expenses, causes of action or expenses; or
iv. lawsuits of every kind and character, including, without limitation, those lawsuits and/or claims brought by such Indemnifying Party's contractors, sub-contractors or the employees thereof, or such Indemnifying Party's employees, or any other liability which cannot be lawfully excluded lessor or limited.
b) Subject to Clause 11(a) aboveland owner associated with the Leases, neither party shall be liable arising out of or resulting from such Indemnifying Party's operations and with respect to the other partyproper payment of royalties, whether in tort (including negligence)and each Party shall keep the lands covered by the Leases, contract, breach of statutory duty, or otherwise arising under or such Party's ▇▇▇▇▇ and all permanently installed equipment used in connection with these terms such operations free and clear of all liens for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesdelinquent monies.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Each Indemnifying Party shall additionally assume all liability for and defend, indemnify and hold each Indemnified Party harmless from and against any penalty, loss, injury or damage arising from pollution, contamination or environmental damage of any kind, which arises out of or results from such Indemnifying Party’s 's or their agents’its contractors' or subcontractors' operations, subcontractors’ or employees’ failure including, without limitation, spills of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) deathmaterials such as fuels, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agentslubricants, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the motor oils, pipe dope, paints and garbage, and such Indemnifying Party shall control and remove such pollution or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingcontamination.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. aNeither Cantor nor PSIL (nor their respective directors, employees or agents) Nothing shall be liable for any loss or damage suffered by you as a direct or indirect result of the provision by ▇▇▇▇▇▇ or PSIL of its services, save that nothing in these Terms & Conditions limits terms shall exclude or restrict liability of PSIL resulting from negligence, fraud or wilful default or contravention of CBOI rules on the part of ▇▇▇▇▇▇ and or PSIL. Neither Cantor nor PSIL shall have any liability for any market or trading losses you may incur. You undertake to indemnify ▇▇▇▇▇▇ and PSIL and each of their respective directors, employees and agents (“Indemnified Persons”) on an after tax basis against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than ▇▇▇▇▇▇’▇ and PSIL’s corporation tax) which cannot legally be limited, including but not limited to liability forare caused by:
i. death (i) the provision by ▇▇▇▇▇▇ and/or PSIL of their services to you;
(ii) any material breach by you of any of these terms;
(iii) any default or personal injury caused failure by IAL’s negligence you in performing your obligations to make delivery or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentationpayment when due; or
iii(iv) any defect in title or any fraud or forgery in relation to any investments delivered to Cantor and or PSIL by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. PSIL shall not be entitled to be indemnified against the consequences to PSIL of their own fraud, negligence or wilful default or any obligation contravention by PSIL of any provision of the CBOI’s rules or applicable law. You hereby acknowledge that ▇▇▇▇▇▇ and PSIL and any related party shall not in any event be responsible and shall have no liability for any loss or damage (whether arising directly or indirectly), whether of profits, revenue or goodwill or any indirect or consequential losses (including loss of profit or loss or damage to indemnify for third party business or reputation), liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses, damages damages, liabilities, claims, expenses, awards, proceedings and costs was disclosed to or expenses; or
iv. could reasonably have been foreseen by ▇▇▇▇▇▇, PSIL or any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) aboverelated party and whether arising in contract, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, ) or for representations made or otherwise arising under as a result of or in connection with performance or non-performance of our obligations under these terms or in relation to the Execution Only Service. You also hereby specifically acknowledge that ▇▇▇▇▇▇ and PSIL and each related party shall not be responsible and shall have no liability whatsoever for any loss or damage (whether arising directly or indirectly) and whether arising in contract, in tort (including negligence) or otherwise arising:
a) by reason of profits▇▇▇▇▇▇ relying on any instruction reasonably believed by us to be authorised by you or on your behalf and we shall be under no duty to make an investigation or inquiry as to any statement contained in any such instruction or document and we may accept the same as conclusive evidence of the truth and accuracy of the statements contained therein; or
b) as a result of any act or omission, loss or of sales the insolvency, of any eligible custodian or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill credit institution that may hold your assets as provided for in paragraphs 6 and any indirect or consequential losses.7 (above); or
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under by reason of or in connection with these Terms & Conditions any act or omission by you or any agent of yours as provided for in paragraph 1.A. above. Neither Cantor nor PSIL shall have any liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond the control of Cantor or PSIL, including, without limitation, any failure of communication, computer systems, settlement computer or accounting systems or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action or the suspension of trading by any exchange or clearing house or any fire, flood, or other natural disaster. In such circumstances, any of Cantors or PSIL’s obligations shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, suspended pending resolution of the Exhibition Venue by themselves event or their agents, subcontractors state of affairs in question. See also paragraph 36 below (force majeure). The provisions of this paragraph 13 shall continue to apply notwithstanding the fact that Cantor or employees; (b) the Indemnifying Party’s PSIL cease to provide services and shall be in addition to any other right of indemnity or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach claim of any representation Indemnified Person whether pursuant to these terms or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue otherwise and shall not be responsible in affected by any way forbearance, whether as to payment, time, performance or otherwise. In the event that you have a Contracts for their conductDifference (CFD) exposure and you are on a margin call with the CFD provider and the position is not closed out or settled by the CFD provider (including due to insufficient funds), business practices, then ▇▇▇▇▇▇ will have no liability for any meetings losses incurred by you due to such non settlement or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsnon closure.
Appears in 1 contract
Sources: Execution Only, Professional Client Terms and Conditions
Liability and Indemnity. aExcept for Landlord's negligence, Landlord shall not be responsible or liable to Tenant for any loss or damage (i) Nothing that may be occasioned by or through the acts or omissions of persons occupying any part of the Building or any persons transacting any business in these Terms & Conditions limits or about the Building or persons present in or about the Building for any liability which cannot legally be limitedother purpose or (ii) for any loss or damage resulting to Tenant or its property from burst, including but not limited to liability for:
i. death stopping or personal injury caused by IAL’s negligence leaking water, sewer, sprinkler or the negligence steam pipes or plumbing fixtures or from any failure of its employeesor defect in any electric line, agents circuit or subcontractors,
iifacility. fraud or fraudulent misrepresentation; or
iii. any obligation to Tenant shall defend, indemnify for third party and save Landlord harmless from and against all liabilities, damages, claims, costs, lossescharges, damages judgments and expenses, including, but not limited to, reasonable attorneys' fees, which may be imposed upon or expenses; or
iv. incurred or paid by or asserted against Landlord, the Premises or any other liability which cannot be lawfully excluded interest therein or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to in the other party, whether in tort (including negligence), contract, breach Building by reason of statutory duty, or otherwise arising under or in connection with these terms for loss any Tenant use, non-use, possession or operation of profitsthe Premises, loss or any part thereof, any negligence or TORTUOUS act on the part of sales Tenant or businessany of its agents, loss of agreements contractors, servants, employees, licensees or contractsinvitees, loss of anticipated savingsany accident, loss of injury, death or damage to goodwill any person or property occurring in, on or about the Premises or any part thereof, and any indirect failure on the part of Tenant to perform any of the terms or consequential losses.
c) Subject to Clause 11(a) aboveconditions of this Lease provided, each party’s total liability (whether however, that nothing contained in contract, tort or otherwise) under or in connection with these Terms & Conditions this section shall be limited deemed to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and require Tenant to indemnify Landlord with respect to any negligence or tortuous act committed by Landlord or to any extent prohibited by law. Landlord hereby agrees to indemnify and defend the other party and hold Tenant, its respective affiliates and their respective directorscontractors, agents, employees, officers, agents partners and employees (in such instanceshareholders harmless from and against any and all costs, the “Indemnified Parties”) from any third party damages, claims, costs, losses, damages or liabilities and expenses (including any reasonable legal attorneys' fees) arising out of: (a) suffered by or claimed against Tenant, resulting from any negligence or tortuous act of Landlord's, or its employees or contractors, in the Indemnifying Party’s use Project, or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ any failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied Landlord to the Indemnified Parties for use in accordance comply with the Contract, provided that the Indemnified Parties have not modified the foregoingterms of this Lease.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. a) Nothing 12.1 The Contractor shall indemnify and hold harmless Bluestar Medics Solutions against any costs or losses or damages arising as a result of any death, personal injury or fraud arising out of or as a consequence of the Contractor’s negligence in these Terms & Conditions limits carrying out the Services.
12.2 The Contractor shall indemnify and hold harmless Bluestar Medics Solutions and any of its Affiliates or Client on an ongoing basis against any costs or losses arising from the Contractor’s breach of Clause 8.11 and/or Clause 8.12, or incurred by the Employment Business by reason of any proceedings, claims or demands by any third party (including specifically, but without limitation, HM Revenue and Customs and any successor, equivalent or related body pursuant to the IR35 Legislation, ITEPA or the NICs Legislation and/or any supporting or consequential secondary legislation relating thereto).
12.3 The Contractor shall fully indemnify Bluestar Medics Solutions against all Losses arising out of any breach by the Contractor and/or the Consultant of this Agreement, or from the performance or non-performance by the Contractor and/or the Consultant of the Contractor’s obligations hereunder, or from any negligent or unlawful act or omission of the Contractor of Consultant.
12.4 Notwithstanding anything else in this Agreement, the liability which cannot legally of Bluestar Medics Solutions to the Contractor in connection with this Agreement flowing from one event or a series of connected events, whether arising under contract or by way of indemnity, negligence or otherwise, shall be limited, including but not limited to liability for:
i. death payment of the fees paid or personal injury caused by IAL’s negligence or payable in the negligence calendar year in which the event giving rise to the breach of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedthis Agreement occurred.
b) Subject to Clause 11(a) above, neither 12.5 Neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) aboveloss, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, loss of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conductprofit, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.anticipated savings
Appears in 1 contract
Sources: Contract for Services
Liability and Indemnity. aNo Member, Manager or any officer of the Company (“Indemnified Party”) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable or accountable in damages or otherwise to the other partyCompany for any error of judgment or any mistake of fact or law or for anything that such Indemnified Party may do or refrain from doing hereafter, whether except in tort (including negligence)the case of fraud, contract, breach of statutory duty, willful misconduct or otherwise arising under gross negligence in performing or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage failing to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each partyperform such Indemnified Party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to duties hereunder. To the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instancemaximum extent permitted by law, the “Indemnifying Party”) assumes responsibility Company hereby indemnifies, defends, protects and agrees to indemnify hold each Indemnified Party wholly harmless from and defend against any and all loss, expense or damage suffered by such Indemnified Party by reason of anything which such Indemnified Party may do or refrain from doing hereafter for and on behalf of the other party Company and in furtherance of its respective affiliates and their respective directorsinterest; provided, officershowever, agents and employees (in such instancei) no Indemnified Party shall be indemnified, the “Indemnified Parties”) defended, protected and/or held harmless from any third party claimsloss, costscost, losses, damages expense or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case damage which such Indemnified Party may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other suffer as a result of meeting such Indemnified Party’s fraud, willful misconduct or gross negligence in performing or in failing to perform such Indemnified Party’s duties hereunder, and (ii) any such indemnity shall be recoverable only from the assets of the Company and the Member shall not have any personal liability therefor. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Member, Manager, any officer or their representatives, otherwise existing at law or in equity, are agreed by the Exhibition are responsible for entering into Member to replace such duties and liabilities of the Member, manager, any officer or their own business contracts or negotiations / discussionsrepresentatives.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Green Tree SerVertis Acquisition LLC)
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither 9.1 Neither party shall be liable for any special, indirect or consequential loss or damage of any nature whatsoever, including loss of profit, or anticipated profit, arising from its performance of, or failure to perform, the Flight Programme or any of its obligations under th, whether or not such party was negligent, or has, or should have, knowledge that such damage or loss might he sustained. Nothing in these terms and conditions shall restrict the Carrier’s liability for death or bodily injury resulting from its negligence, or under the Civil Aviation (Aircraft Operators' Liability) Act (Chapter 292).
9.2 Any exclusion or limitation of liability available to either party under these terms and conditions or otherwise shall exclude or limit such liability not only in contract, but also in tort, statute or otherwise at law and apply to and be for the benefit of such party and:
(a) employees, agents, directors, officers, subcontractors and representatives of such party and
(b) any party whose aircraft is used by the Carrier for carriage and that party’s employees, agents, directors, officers, subcontractors and representatives.
9.3 Whether or not such liability is covered by the Carrier’s insurance and in addition to any other remedy available to the other partyCarrier, whether in tort the Charterer will indemnify and keep indemnified, hold harmless and defend the Carrier and its employees, agents, directors, officers, subcontractors and representatives from and against any and all liabilities, loss, damage (excluding any loss or damages to any equipment or aircraft owned, operated, borrowed or leased by the Carrier or its agents, subcontractors or representatives), costs (including negligencein respect of legal and professional advice), contract, breach claims and expenses arising wholly or partly out of statutory duty, or otherwise arising under or in connection with these any:
(a) breach by the Charterer of its obligations under the terms for loss of profits, loss of sales and conditions;
(b) any act or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability omission (whether in contractnegligent or not) of the Charterer, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable)its employees, under these Terms & Conditions.
d) Each party (in such instanceagents, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees subcontractors’ or representatives, or owner or consignor of goods carried at its request; or
(in such instancec) any non-performance, the “Indemnified Parties”) partial performance or delay resulting from any third party claims, costs, losses, damages reason other than the wilful misconduct of the Carrier.
9.4 Where the services provided or expenses to be provided by the Carrier to the Charterer under these terms and conditions relate to or involve the emergency transport of a medical patient (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provisionCharterer, as the case may be), the Parties agree that:
(a) without limitation to Clause 3, the Carrier's obligations shall be limited to the provision of the Exhibition Venue by themselves or their agents, subcontractors or employees; Aircraft and the performance of the Flight Programme only;
(b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform Carrier may at its sole discretion and without any liability whatsoever: (i) refer the Contract and/or breach of any representation or warranty set forth in the ContractCharterer to; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.or
Appears in 1 contract
Sources: Charter Agreement
Liability and Indemnity. a36.1 Without prejudice to its liability for breach of any of its obligations under this Agreement, the Commissioner shall be liable to the Provider for, and shall indemnify and keep the Provider indemnified against, and the Provider shall be liable to the Commissioner for, and shall indemnify and keep the Commissioner indemnified against, any loss, damages, costs, expenses, claims or proceedings whatsoever in respect of:
36.1.1 any loss of or damage to property (whether real or personal);
36.1.2 any injury to any person, including injury resulting in death; and
36.1.3 any Losses of the indemnified Party, that result from or arise out of the indemnifying Party's negligence or breach of contract in connection with the performance of this Agreement or the provision of the Services (including, in the case of the Provider (without limitation), its use of Equipment or other materials or products, and the actions or omissions of the Staff or sub-contractors in the provision of the Services), except insofar as such loss, damage or injury has been caused by any act or omission by, or on the part of, or in accordance with the instructions of the indemnified Party, its employees or agents.
36.2 The Provider shall maintain in force (and/or procure that its sub-contractors and Non Employed Consultants shall maintain in force) at its own cost appropriate indemnity arrangements (in accordance with clause 26.3 below) in respect of:
26.2.1 employers’ liability;
26.2.2 clinical negligence where the provision or non-provision of the Services (or any other services under this Agreement) may result in a clinical negligence claim;
26.2.3 public liability; and
26.2.4 professional negligence.
36.3 For the purpose of this clause 26 (Liability and Indemnity), an indemnity arrangement may comprise of either:
36.3.1 a policy of insurance;
36.3.2 an arrangement made for the purposes of indemnifying a person or organisation; or
36.3.3 a combination of a policy of insurance and an arrangement made for the purposes of indemnifying a person or organisation.
36.4 The Provider shall, from time to time and in any event within 5 Operational Days of a written demand, provide documentary evidence to the Commissioner that:
36.4.1 any indemnity arrangements taken out by the Provider pursuant to this clause 26 are fully maintained and that any premiums on them and/or contributions in respect of them (if any) are fully paid; and/or
36.4.2 the Provider’s membership of the Clinical Negligence Scheme for Trusts is properly maintained.
36.5 For the avoidance of doubt, where the Provider obtains cover through the Clinical Negligence Scheme for Trusts, that shall constitute sufficient compliance with the requirement in clause 26.2.2. Where the Provider does not obtain cover through the Clinical Negligence Scheme for Trusts, the Provider shall maintain (and/or procure that its sub-contractors shall maintain) a clinical negligence indemnity arrangement for the duration of this Agreement, in accordance with the following minimum criteria:
36.5.1 such indemnity arrangement shall be maintained in the name of the Provider (and/or sub-contractor as appropriate);
36.5.2 such indemnity arrangement shall be obtained from a reputable indemnifier who has not been identified by the Commissioner as being unacceptable to the Commissioner;
36.5.3 the Provider shall be liable to make good any deficiency in the event that the proceeds of any indemnity arrangement are insufficient to cover the settlement of any claim; and
36.5.4 the Provider warrants that it shall not take any action or fail to take any reasonable action or (in so far as it is reasonable and within its power) permit or allow others to take or fail to take any action, as a result of which the indemnity arrangement may be rendered void, voidable, unenforceable, or be suspended or impaired in whole or in part or which may otherwise render any sum paid out under such indemnity arrangement repayable in whole or in part.
36.6 Upon the expiry or termination of this Agreement the Provider shall (and shall use its reasonable endeavours to procure that each of its Material Sub-contractors shall) procure that any ongoing liability it has or may have in negligence to any Service User (or the Commissioner) arising out of a Service User’s care and treatment under this Agreement shall continue to be the subject of appropriate indemnity arrangements for the period of 21 years from termination or expiry of this Agreement or until such earlier date as that liability may reasonably be considered to have ceased to exist.
36.7 In connection with the Services, unless the Commissioner and the Provider otherwise agree in writing, the Provider shall not require, and shall ensure that no other person shall require, any Service User to sign any document whatsoever containing any waiver of the Provider’s liability (other than a waiver in reasonable terms relating to personal property) to that Service User, except for where such a document is required pursuant to medical research procedures approved by the local research ethics committee and the Service User has given consent in accordance with the Service User Consent Policy.
36.8 This clause 26 (Liability and Indemnity) shall survive in all respects the expiry of this Agreement or its termination for any reason.
36.9 Nothing in these Terms & Conditions limits any this Agreement shall exclude or limit the liability which cannot legally be limited, including but not limited to liability for:
i. of either Party for death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. for fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject 36.10 Each Party shall at all times take all reasonable steps to Clause 11(a) above, neither party shall be liable minimise and mitigate any loss for which one Party is entitled to bring a claim against the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage pursuant to goodwill and any indirect or consequential lossesthis Agreement.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. (a) Nothing Each Party (the "Indemnifying Party") agrees to indemnify and save harmless the other Party, its agents and employees from and against any and all damage, injury, loss, costs and claims suffered or incurred by the other Party, its agents or employees which are in these Terms & Conditions limits any liability which cannot legally way connected with any failure of the Indemnifying Party to perform its obligations under this Agreement; provided, however, that such indemnity shall be limited, including but not limited to liability for:an amount in proportion to the degree to which the Indemnifying Party, its agents and employees are responsible.
i. death or personal injury caused by IAL’s negligence or (b) Except to the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation extent to which each Party is required to indemnify for third party claimsand save harmless the other Party, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
bits agents and employees under subsection (a) Subject to Clause 11(a) abovehereof, neither party Party nor its agents nor employees shall be liable to the other partyParty for any damage, injury, loss, costs or claims suffered or incurred by the other Party, its agents or employees which are in any way connected with the performance or non-performance of this Agreement, howsoever and whensoever caused, and whether arising in tort contract or tort; and each Party hereby forever releases the other Party, its agents and employees from any liability in respect thereof.
(including negligence)c) Notwithstanding anything to the contrary contained herein, contractneither Party nor its agents nor employees shall be liable to the other Party for any damage, breach of statutory duty, injury or otherwise arising under or in connection with these terms for loss of profitsan indirect, consequential, special or incidental nature suffered by the other Party, its agents or employees which is in any way connected with the performance or non-performance of this Agreement, howsoever and whensoever caused, and whether arising in contract or tort, including, without limitation, loss of sales or businessrevenue, loss of agreements or contractsprofit, cost of capital and loss of anticipated savingsuse of any facilities or property owned, loss of damage to goodwill and any indirect operated or consequential lossesused by the other Party.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to The Generator shall also indemnify and defend save harmless the other party and Wire Owner, its respective affiliates and their respective directors, officers, agents and employees from and against any and all damage, injury, loss, costs and claims resulting from:
(in such instancei) notwithstanding subsection 7(d), Islanded Operation of the Generator's Facility;
(ii) if direct or transfer tripping is not installed on the Wire Owner's Facilities or the Interconnection Facilities or, if installed, it fails to operate correctly, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, failure of the Exhibition Venue by themselves Generator's Facility to detect and clear an electrical fault that occurs on the Wire Owner's Facilities or their agentsthe Interconnection Facilities; and
(iii) if live-line close blocking is not installed on the Wire Owner's Facilities or the Interconnection Facilities or, subcontractors or employees; (b) if installed, it fails to operate correctly, the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach Generator's Facility to shut down after disconnection from the Wire Owner's Facilities and before the automatic reclosing of any representation or warranty set forth in the ContractWire Owner's switching devices; and
(civ) death, personal injury or property damage caused by asynchronous reclosing on the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.Generator's Facility
Appears in 1 contract
Liability and Indemnity. (a) Nothing Buyer shall indemnify, defend and hold harmless BHP Petroleum and Subcontractor, and their respective Affiliates, shareholders, officers, directors, employees, subsidiaries, successors and assigns (collectively, the "Indemnified Parties") from and against, and pay or reimburse the Indemnified Parties for, any and all losses, damages, claims, costs and expenses, interest, awards, judgments, fines and penalties (including reasonable legal costs and expenses) incurred, sustained or suffered by the Indemnified Parties arising out of or resulting from all (i) loss and damage caused by any vessel, its owners, charters or operations while it is at the loading or discharging ports, in these Terms & Conditions limits any liability which cannot legally be limitedtransport or otherwise, and regardless of whether such vessel is under pilotage or not, including but not limited (A) loss or damage to liability for:
i. death any property of the Indemnified Parties or personal any other person having an interest in the storage or other facilities from which the Crude Oil is loaded into or discharged from the vessel or (B) death, injury caused by IAL’s negligence or the negligence illness to any person, or (ii) Buyer's failure to observe or perform any of its employees, agents or subcontractors,
iiobligations under this Agreement. fraud or fraudulent misrepresentation; or
iii. any obligation Notwithstanding the foregoing but subject to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligenceSection 7.4(b), contractBuyer shall not have any indemnification obligations under this Section 7.4(a) for any indirect, breach consequential, special or incidental damages of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (kind whether based in contract, tort (including simple or gross negligence or strict liability), warranty or otherwise.
(b) Without limiting the generality of Section 7.4(a), Buyer hereby releases and agrees to indemnify, defend and hold the Indemnified Parties from and against, and pay or reimburse the Indemnified Parties for, any and all losses, damages, claims, costs and expenses, interest, awards, judgments, fines and penalties (including reasonable legal costs and expenses) incurred, sustained or suffered by the Indemnified Parties arising out of or attributable to the release, threatened release, discharge, disposal or presence of Crude Oil or other hazardous materials related to this Agreement when in the custody of Buyer, including (i) all foreseeable and unforeseeable consequential damages, (ii) the costs of any required or necessary repair, cleanup or detoxification of an area of Crude Oil or hazardous material and the preparation and implementation of any closure, remedial or otherwise required plans, (iii) the costs of investigation and handling of any environmental claim by the Indemnified Parties, whether or not any suit or other formal legal proceeding shall have been commenced with respect to the environmental claims and (iv) the costs of the Indemnified Parties' enforcement of Buyer's obligations under this Section 7.4(b), whether or not suit is brought. Notwithstanding that certain legal authorities may have questioned the concept of one party agreeing to release and/or indemnify another party for its sole or concurrent simple or gross negligence, Buyer and the Indemnified Parties fully understand and recognize that the nature of this Agreement and the parties hereto make it appropriate and equitable for Buyer's release and indemnity pursuant to this Section 7.4(b) to apply regardless of who may be at fault or otherwise responsible under any statute, rule or theory of law, and even if the subject loss or claim is wholly or partially attributable to the active, passive, concurrent or sole negligence of the Indemnified Parties and regardless if the negligence is simple or gross. Without limiting the generality of the foregoing release and indemnity, Buyer's duty to release, protect, defend, indemnify, make whole and hold harmless the Indemnified Parties under this Section 7.4(b) shall include any loss or claim (including any loss or claim provided under Section 128D of Hawaii Revised Statutes or the Oil Pollution Act of 1990 as such statutes may be amended or revised from time to time) concerning environmental damage to, or loss of, natural resources, wildlife, or public and private property or its use asserted, imposed or assessed by any party (private, governmental or otherwise) under or in connection with these Terms & Conditions shall be limited to against the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. a) 19.1 Nothing in these Terms & Conditions limits this Agreement shall operate to exclude or limit any Party’s liability which cannot legally be limited, including but not limited to liability the other Party for:
i. 19.1.1 death or personal injury caused by IAL’s negligence or resulting from the negligence of such Party or of its employeesservants, agents or subcontractors,employees;
ii. 19.1.2 fraud or fraudulent misrepresentation; or;
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. 19.1.3 any other liability which cannot be lawfully excluded or limitedlimited by law;
19.2 Subject always to Clause 19.1 neither Party shall have any liability in contract, tort or otherwise (including liability for negligence) arising out of or in connection with this Agreement for:
19.2.1 indirect or consequential loss or damage;
19.2.2 loss of profits (but excluding Revenue Share Losses);
19.2.3 loss of business, revenue, data, anticipated savings or wasted expenditure, or damage to goodwill (in each case whether direct or indirect)
19.3 Subject to Clauses 19.1, 19.2, 19.4 19.5 and 19.6, the Concessionaire is responsible for and shall indemnify, keep indemnified and hold harmless the Authority and the other members of the TfL Group (including their respective employees, sub-contractors and agents) (“the Indemnified Party”) against all Losses which the Indemnified Party incurs or suffers in respect of damage to the real property of the Indemnified Party as a consequence of any breach or any negligent performance of this Agreement by the Concessionaire (or any of its employees, agents or sub-contractors) or of any breach of statutory duty, misrepresentation or misstatement by the Concessionaire (or any of its employees, agents or sub-contractors).
b) Subject to Clause 11(a) above, neither party 19.4 The Concessionaire is not responsible for and shall be liable not indemnify the Authority for any Losses to the extent that such Losses are caused by any breach or negligent performance of any of its obligations under this Agreement by the Authority or any other partymember of the TfL Group including by any of their respective employees, agents or sub- contractors.
19.5 Subject always to the provisions of clause 19.1 the total aggregate liability of the Concessionaire in each year of this Agreement (the first such year commencing on the Agreement Commencement Date) in respect of the indemnity in Clause 19.3 above shall in no event exceed five million pounds (£5,000,000).
19.6 Subject always to the provisions of clause 19.1 the total aggregate liability of the Concessionaire in each year of this Agreement (the first such year commencing on the Agreement Commencement Date) in respect of all claims arising in respect of such year (whether in arising under contract, tort (including negligence), contract, breach by way of statutory duty, indemnity or otherwise arising under or but excluding any liability governed by clause 19.5) shall in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage no event exceed a sum equivalent to goodwill one hundred and any indirect or consequential losses.
ctwenty five percent (125%) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves Annual Concession Fee paid or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused payable by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether Concessionaire during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingsuch year.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Wifi Enabling Agreement
Liability and Indemnity. a) Nothing 16.1 ▇▇▇▇▇▇▇▇▇ shall indemnify, defend and hold ITI, its directors, officers, employees and Affiliates, harmless against losses arising out of or in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for connection with a third party claims, costssuits, actions, demands or judgements to the extent resulting from the negligent (i) breach of representations under this Agreement, or (ii) breach of any of ▇▇▇▇▇▇▇▇▇’▇ obligations under this Agreement, except to the extent ITI is obliged to indemnify Siegfried under Section 16.2 below.
16.2 ITI shall indemnify, defend and hold ▇▇▇▇▇▇▇▇▇, its directors, officers, employees and Affiliates harmless against losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach arising out of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costssuits, lossesactions, damages demands or expenses judgements to the extent resulting from the negligent (including i) breach of representations under this Agreement, or (ii) breach of any reasonable legal feesof ITI’s obligations, or (i) arising out of: the handling, use, distribution fo the Product(s) after delivery to ITI, or (iv) the death of or injury to any person or any damage to property, resulting from side effects, characteristics or defects of the Product; except to the extent ▇▇▇▇▇▇▇▇▇ is obligated to indemnify ITI under Section 16.1 above.
16.3 With respect to any indemnification obligation under this Agreement, the following conditions shall be applicable:
(a) The Party seeking to be indemnified shall notify the Indemnifying Party’s use or provision, as indemnifying Party promptly in writing of any claim which may give rise to an obligation on the case may be, part of the Exhibition Venue by themselves or their agents, subcontractors or employeesindemnifying Party hereunder; and
(b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure indemnifying Party shall be allowed to timely take the sole control of observe and/or perform the Contract and/or breach defense of any representation such action and claim, including all negotiations for the settlement, or warranty set forth in the Contractcompromise of such claim or action at its sole expense; and
(c) deaththe Party to be indemnified shall, personal injury or property damage caused by at the Indemnifying expense of the indemnifying Party’s negligence or , render reasonable assistance, information, co-operation and authority to permit the negligence of its agents, subcontractors or employeesindemnifying Party to defend such action; or and
(d) any violation no settlement or infringement (or claimed violation or infringement) by compromise shall be binding on the Indemnifying indemnifying Party or hereto without its agentsprior written consent, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and which consent shall not be responsible unreasonnably withheld, conditioned or delayed.
16.4 Before the commencement of any Manufacturing Services under this Agreement, ▇▇▇▇▇▇▇▇▇ and ITI shall each obtain and carry in any way full force and effect adequate commercial, general liability insurance as common in the industry, including product liability insurance. Such insurance shall be written by a reputable insurance company and shall be endorsed to include liability coverage for their conduct, business practices, any meetings or negotiations / discussions with such companiesProduct used. Any companies that conduct business with Both Parties shall provide each other as on request with a result copy of meeting at certificates of insurance evidencing the Exhibition are responsible for entering into their own business contracts or negotiations / discussionssame.
16.5 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY OR ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO CLAIMS BASED ON LOST PROFITS, LOSS OF TIME OR LOSS OF BUSINESS OPPORTUNITY SUFFERED OR INCURRED AS A RESULT OF THIS AGREEMENT, WHETHER SUCH LOSS OR DAMAGE MAY BE BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE.
16.6 [***].
16.7 SECTION 12.6 AND SECTION 12.7 SHALL NOT APPLY, FOR DAMAGES CAUSED BY A PARTY’S BREACH OF SECTION 12, DAMAGES CAUSED BY A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
Appears in 1 contract
Liability and Indemnity. (a) Nothing The limitations and exclusions in these Terms & Conditions limits any liability which canthis Agreement shall not legally be limited, including but not limited to liability for:
i. death or apply in respect of claims for personal injury or death caused by IAL’s negligence of the lndemnitees or the negligence Licensee or in respect of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or.
iii. (b) In respect of any obligation to indemnify for third party claims, costs, losses, damages or expenses; orexpenses of whatsoever nature and howsoever arising (including in contract, tort, negligence or for breach of statutory duty or misrepresentation) in connection with any use of the Licensed Technology or otherwise in connection with this Agreement or any relationships established by it:
iv. any other (I) the aggregate liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party of the lndemnitees and the Licensee shall be liable limited to the total income which CE has received from the Licensee during the [####] preceding the year of the Term in which the liability arises or [####] whichever shall be the higher; and
(II) in no circumstances shall the lndemnitees or Licensee be under any liability to each other party, (whether in contract, tort (including negligence), contract, breach of statutory duty, restitution or otherwise arising under otherwise) for any indirect, incidental or in connection with these terms for consequential losses including;
I) pure economic loss, loss of profits, loss of sales or business, loss of agreements revenue, loss of contract, loss or contractsdepletion of goodwill and/or business opportunity, loss of anticipated savings, earnings or savings or like loss; or
II) loss of damage to goodwill and use or value of any data or software; or
III) wasted management, operational or other time; or
IV) any special, indirect or consequential losses.
(c) Subject to Clause 11(a) aboveNotwithstanding anything else in this Agreement the Licensee shall indemnify the lndemnitees in full against all demands, each party’s total claims, judgements and liability (howsoever arising and whether in contract, tort tort, negligence or otherwisefor breach of statutory duty or misrepresentation) under for damages, costs, expenses or any other loss of whatsoever nature including damage to property, financial loss, personal injury and death, which is asserted in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any claim or threatened claim by any third party claims(that is to say not any of the lndemnitees) against all or any of the lndemnitees and which relates to or arises from use by the Licensee or any Sub-Licensee or any end user of the whole or any part of the Licensed Technology. The indemnity also extends to the lndemnitees’ reasonable legal and professional fees and any reasonable expenses incurred in dealing with any such third party claim. Nothing in this sub-clause shall prevent the Licensee recovering from CE, costs(or setting off against sums otherwise due to CE under this Agreement), lossessubject to the exclusions and limitations set out this Agreement, damages or expenses (including any reasonable legal fees) arising out of: (a) awarded by a competent court to the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue Licensee for default by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach CE of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingcontractual obligations under this Agreement.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. a11.1. Each Party hereby undertakes to indemnify, defend and hold harmless the other Party and to keep the other Partyindemnified against all threats of or actual claims, demands, actions, proceedings, damages, losses, costs and expenses (including reasonable legal and other professional advisers’ fees and disbursements) Nothing in these Terms & Conditions limits that are incurred by the indemnified Party arising directly from any liability which cannot legally infringement (or claimed infringement) by the indemnifying Party of any Intellectual Property Right of any third party (save where such infringement arises out of the use of any of the indemnified Party’s trade marks or material originating from the indemnified Party).
11.2. Under no circumstances will either Party be limitedliable to the other Party for any indirect or consequential losses, including but not limited to liability for:
i. death loss of profits, data, business, revenue, goodwill or personal injury caused by IAL’s negligence or the negligence of its employeesanticipated savings, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedhowsoever caused.
b) Subject to Clause 11(a) 11.3. Notwithstanding the provisions of Clauses 12.1 and 12.2 above, neither party shall be liable and subject to the provisions of Clauses 12.4 - 12.6 each Party's total aggregate liability to the other partyParty under this Agreement in respect of all direct losses, whether in tort (including negligence), contract, breach of statutory duty, liabilitiesor damage suffered or otherwise arising incurred by the other Party under or in connection with these terms this Agreement (and whether the liability arises because of breach of contract, negligence, or for loss any other reason), shall not exceed the greater of
(i) 100% of profitsthe total annual amount of TECH360 Distribution Fee paid (excluding SALES TAX and/or any other applicable taxes,(sur)charges, loss (fixed) fees and/or levies) and payable to TECH360 by the Partner pursuant to this Agreement (or if such notification of sales claim arises during the first 12 months of the Term, then calculated by reference to such amount paid assuming that the full 12 month period had occurred calculated on a pro rata basis adjusted for TECH360’s typical seasonality) or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses(ii) £10,000 (ten thousand pounds).
c11.4. Any limitation of liability set out in this Agreement shall not apply so as to restrict either Party’s liability for death or personal injury resulting from that Party’s negligence or for fraud or fraudulent misrepresentation.
11.5. Tech360 and the Partner acknowledge and agree that each booking is made between the Partner (or Drivers) Subject to Clause 11(a) aboveand the relevant Customer and that, each party’s total the Tech360 will have no liability whatsoever vis- à-vis the Customer, the Partner and/or the other Party in respect of any costs, expenses, liabilities (whether in contractincluding any liabilities for Taxes), tort injuries, direct, indirect and consequential loss, damages, claims, demands, proceedings and/or legal costs incurred or otherwise) suffered by the Customer, the Partner and/or the other Party under or in connection with these Terms & Conditions any booking and/or the Transportation Services. Should any Customer hold a Party liable in relation to any such costs, expenses, liabilities (including any liabilities for Taxes), injuries, direct, indirect and consequential loss, damages, claims, demands, proceedings and/orlegal costs, then that Party shall be limited inform that Customer that, he or she should direct his or her claim to the Participation Fees paid in each Exhibition year (Driver and/or the Partner and if required this can be facilitated by the Partner as applicable), under these Terms & Conditionsper clause 7.3 above.
d) Each 11.6. Except as otherwise provided in this Agreement, each party (in such instance, the provides its products and services hereunder on an “Indemnifying Party”) assumes responsibility asis” and agrees to indemnify and defend the other “as available” basis; each party and its respective affiliates licensors make no warranty that its products and their respective directorsservices will be uninterrupted, officerssecure, agents or error free, or that defects in its products and employees (services will be corrected. Except as otherwise provided in such instancethis Agreement, the “Indemnified Parties”) from any third each party claimsand its licensors specifically disclaim, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practicesmaximum extent permitted by applicable law, any meetings and all representations or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionswarranties.
Appears in 1 contract
Sources: Master Service Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to 13.1 Lessee will indemnify for and hold Lessor harmless from all third party claimsclaims (including claims by any User, any Governmental Entity or member of the public), damages, losses, liabilities, costs, lossesexpenses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort suits (including negligence)reasonable attorneys’ fees, contractcosts and expenses of defending against any claims) (“Damages”) arising from (i) any breach by Lessee of or inaccuracy in its representations and warranties contained in or made by or pursuant to this Agreement, (ii) any breach by Lessee of statutory dutyits obligations under this Agreement, (iii) the negligence or wilful misconduct of Lessee or Lessee’s agents, servants, employees, licensees or other invitees in or about any Site, unless such Damages are caused by, or otherwise are the result of, the misconduct or negligence of Lessor (in any capacity) or any of Lessor’s agents, servants, employees, licensees or invitees and (iv) any matter, fact or circumstance arising under out of or in connection with these terms for loss Lessee’s use of profitsa Site or Lessee’s conduct of its Business, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage including any Environmental Damage to goodwill and any indirect or consequential lossesa Site.
c13.2 Lessor will indemnify and hold Lessee harmless from all Damages arising from (i) Subject any breach by Lessor of or inaccuracy in its representations and warranties contained in or made by or pursuant to Clause 11(athis Agreement, (ii) aboveany breach by Lessor of its obligations under this Agreement (iii) the negligence or wilful misconduct of Lessor or Lessor’s agents, each partyservants, employees, licensees or other invitees in or about any Site, unless such Damages are caused by, or are the result of, the misconduct or negligence of Lessee or any of Lessee’s total liability agents, servants, employees, licensees or invitees and (whether in contractiv) any matter, tort fact or otherwise) under circumstance arising out of or in connection with these Terms & Conditions shall be limited Lessor’s use of a Site or Lessor’s conduct of its Business prior to the Participation Fees paid in each Exhibition year (as applicable)commencement of the Term, under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, Environmental Damage to a Site prior to commencement of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingTerm.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. a16.1 Subject to Clause 16.5, but otherwise notwithstanding anything else in this Agreement, each Party's liability to the other in contract, tort (including negligence or breach of statutory duty) Nothing or otherwise arising in these Terms & Conditions limits connection with this Agreement, save in respect of any liability which cannot legally arising pursuant to the payment obligations set out in Clause 7, shall be limited, including but not limited to liability forto:
i. 16.1.1 a maximum of £800,000 in respect of a single event or series of events attributable to a common cause; and
16.1.2 notwithstanding Clause 16.1.1, a maximum of £800,000 in aggregate in any twelve month period.
16.2 Subject to Clause 16.5, but otherwise notwithstanding anything else in this Agreement, neither Party shall in any event be liable to the other in contract, tort (including negligence) or for breach of statutory duty or in any other way for any indirect or consequential losses or for any loss of goodwill or reputation, loss of revenues, profits, contracts, business or anticipated savings.
16.3 It is a condition of any indemnity granted by either Party in this Agreement that the indemnified Party shall:
16.3.1 notify the indemnifying Party in writing of any alleged infringement; and
16.3.2 make no admission nor enter into any settlement or compromise of any such claim without the indemnifying Party's prior written consent; and
16.3.3 permit the indemnifying Party to conduct all negotiations and proceedings with respect to the liability, claim or demand; and
16.3.4 provide all reasonable assistance to the indemnifying Party; and
16.3.5 in any case involving infringement or alleged infringement of another person's intellectual property rights with respect to equipment or software, permit the indemnifying Party, at its own discretion, to modify or replace the affected equipment or software to avoid the infringement provided always that such modification or replacement shall not have any adverse impact upon the cost or quality of the Leased Circuit Services; and
16.3.6 notwithstanding the indemnity, take all reasonable steps to mitigate the loss it may suffer as a consequence of the circumstances giving rise to exercise of the indemnity.
16.4 For the avoidance of doubt, neither Party shall be liable in respect of any indemnity or warranty claim or in respect of any other claim for breach of any other obligation if and to the extent that the loss occasioned thereby has been recovered under the same or any other indemnity, warranty or other claim for breach.
16.5 Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall serve to limit either Party's liability in respect of death or personal injury caused by IAL’s or arising from that Party's negligence or the negligence for liability arising out of its employees, agents or subcontractors,
ii. in connection with that Party's fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which canTENANT agrees to compensate LANDLORD for damages and to indemnify and to hold LANDLORD harmless from all claims (including, but not legally be limitedlimited to, property damages and personal injury, including death), including costs and expenses of defending against such claims, as well as fines and penalties imposed by government and regulatory agencies, including but not limited to liability for:
i. death the FAA and FCC, through counsel designated by TENANT and approved by LANDLORD, arising or alleged to arise directly or indirectly from the occupation or use of the Leased Property by TENANT or its sublessees; the use or failure of the Communications Facility and/or the Improvements by TENANT or its sublessees; any action or activity of TENANT'S agents, employees, contractors or sublessees; or the breach of this Lease by TENANT. LANDLORD agrees to compensate TENANT for damages and to indemnify and hold TENANT harmless from all claims (including, but not limited to, property damages and personal injury caused injury, including death), including costs and expenses of defending against such claims through counsel designated by IAL’s LANDLORD and approved by TENANT, arising or alleged to arise solely from acts of gross negligence or the negligence willful misconduct of its LANDLORD, LANDLORD'S agents, employees, agents contractors, or subcontractors,
iiother tenants of LANDLORD occurring in or about the Leased Property or the Tract or arising out of any breach of this Lease by LANDLORD. fraud or fraudulent misrepresentation; or
iiiThe indemnities described in this Paragraph 5 shall survive termination of this Lease. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. Notwithstanding any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) aboveprovision of this Lease, neither party LANDLORD nor TENANT shall be liable to for lost profits of the other party, whether in tort (including negligence), contract, breach of statutory dutythe other party's customers or sublessees, or otherwise any other person or entity in any event or under any circumstances, whether arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of from damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) abovethe Communications Facility, each party’s total liability (whether in contract, tort the Improvements or otherwise) , and each party hereto shall indemnify and hold the other harmless therefrom. There are no intended third party beneficiaries under this Paragraph or this Agreement. THE PARTIES UNDERSTAND THAT LANDLORD WOULD NOT ENTER INTO THIS AGREEMENT EXCEPT THAT IT IS CLEARLY UNDERSTOOD THAT LANDLORD SHALL NOT BE LIABLE TO TENANT, TENANT'S SUBLESSEES, OR ANY OTHER PERSON OR ENTITY, FOR ANY CONSEQUENTIAL DAMAGES ARISING FROM ANY CAUSE WHATSOEVER. In the event that any third party, including any sublessee of TENANT, obtains a judgment against LANDLORD for consequential damages, then in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable)that event, under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and TENANT agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied LANDLORD pursuant to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingforegoing paragraphs.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Ground Lease Agreement (Scana Corp)
Liability and Indemnity. 11.1 Notwithstanding anything else to the contrary in the Services Agreement, Supplier agrees that:
(a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party it shall be liable to the other partyfor any unauthorized use, whether in tort exposure or loss of data (including negligence), contract, breach of statutory duty, or otherwise Conversant Personal Data) arising under or in connection with these terms for the Services Agreement and the DPA to the extent such loss results from any failure of profits, loss Supplier (or its Subprocessors) to comply with its obligations under the DPA and/or applicable law or regulation; and
(b) any exclusion of sales damages or business, loss limitation of agreements or contracts, loss of anticipated savings, loss of damage liability that may apply to goodwill and any indirect or consequential losses.
c) Subject limit Supplier’s liability in the Services Agreement shall not apply to Clause 11(a) above, each partySupplier’s total liability (whether in contract, tort or otherwise) arising under or in connection with these Terms & Conditions the DPA, howsoever caused, regardless of how such amounts or sanctions awarded are characterized and regardless of the theory of liability, which liability shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionsexpressly excluded from any agreed exclusion of damages or limitation of liability.
d) Each party (in such instance11.2 To the fullest extent permitted by applicable law, the “Indemnifying Party”) assumes responsibility Supplier shall indemnify, defend, and agrees to indemnify hold Conversant, including its Affiliates, and defend the other party and each of its respective affiliates and their respective directorsaffiliates, partners, principals, officers, directors, employees, subcontractors and agents harmless against any claims, suits, or proceedings and employees any resulting liabilities, fines, losses, damages, costs and expenses (in such instanceincluding reasonable attorney's fees) that Conversant may suffer or incur as a result of any act or omission on the part of Supplier or its subcontractors, or anyone acting on their behalf, that leads to Conversant being liable for breach of Data Protection Legislation or a third-party contract.
11.3 In the “Indemnified Parties”) from event there is any third act, error or omission on the part of Supplier and/or its Subprocessors which leads to Conversant being liable for breach of Data Protection Legislation or any third-party claimscontract, then Supplier shall indemnify Conversant for any damages, losses, liabilities, costs, losses, damages harm or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, suffered by Conversant as the case may be, a result.
11.4 The Parties acknowledge and agree that any breach by Supplier of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or DPA shall constitute a material breach of the Services Agreement, in which event and without prejudice to any representation other right or warranty set forth in remedy available to it, Conversant may elect to immediately terminate the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use Services Agreement in accordance with the Contract, provided that termination provisions in the Indemnified Parties have not modified the foregoingServices Agreement.
e) IAL does not represent 11.5 Nothing in the DPA is intended to limit any companies who visit Data Subject rights, as third-party beneficiaries, under the Exhibition at Standard Contractual Clauses against any Party arising out of such Party's breach of the Exhibition Venue and shall not be responsible in any way for their conductStandard Contractual Clauses, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionswhere applicable.
Appears in 1 contract
Sources: Data Processing Agreement
Liability and Indemnity. a) Nothing 20.1 Subject to clause 20.2, neither party shall (except in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. the case of death or personal injury caused by IAL’s its negligence or in the negligence case of its employees, agents fraudulent misrepresentation or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any in other circumstances where liability which canmay not be lawfully so excluded or limited.
blimited under any applicable law) Subject to Clause 11(a) above, neither party shall be liable to the other partyparty in contract, whether in tort (including tort, negligence), contract, breach of statutory duty, duty or otherwise for loss of profit, loss of data, use, anticipated savings, goodwill, reputation or opportunity, economic loss and/or any consequential or indirect loss or damage, costs or expenses incurred or suffered by the other party as a result of any breach by that party of the terms of this Agreement.
20.2 The Company hereby indemnifies the Authority and the Agent, their officers and agents, in full and shall keep the Authority and Agent and such officers, and agents indemnified from and against all claims, demands, actions and proceedings made or brought against the Authority, the Agent, their officers or agents, and all damages, losses, costs and expenses (including legal and other professional advisers' fees) whatsoever arising under statute or at common law whether or not foreseeable at the date of entering into this Agreement, incurred or suffered by the Authority, the Agent or their agents or officers, whether directly or indirectly in respect of:
20.2.1 the breach or non-performance of any provision of clauses 4.5, 16 or 19 of this Agreement by the Company, or
20.2.2 any damage to any property or to persons, including personal injury arising out of or in the course of or in connection with these terms for loss the Project except in so far as such liability arises out of profits, loss the negligence or wilful misconduct of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthe Authority.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort 20.3 The Company shall promptly notify the Authority and the Agent if any claim or otherwise) under demand is made or action brought against the Company for infringement or alleged infringement of the Intellectual Property Rights of a third party in connection with these Terms & Conditions the performance of the Project.
20.4 The Company shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be limited incurred by the Company, arising out of the Company's performance of the Agreement.
20.5 The Company shall produce to the Participation Fees paid Authority and the Agent, on request, copies of all insurance policies referred to in each Exhibition year (as applicable)this clause or other evidence confirming the existence and extent of the cover given by those policies, together with receipts or other evidence of payment of the latest premiums due under these Terms & Conditionsthose policies.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach 20.6 The terms of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence insurance or the negligence amount of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by cover shall not relieve the Indemnifying Party or its agents, subcontractor or employees Company of any image, copyright, trademark or trade secret rights or privileges, whether during liabilities under the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingAgreement.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Development Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits 9.1 Each of the Company and the Licensor shall fully indemnify and compensate the other party for any liability which cannot legally be limitedand all damages, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claimslosses, costs, lossesand expenses (including attorneys’ fees) incurred or suffered by the other party as a direct result of:
(a) its own breach of any of the warranties, damages covenants and/or obligations expressly set forth herein; and/or
(b) willful, negligent act, omission or expenses; or
iv. fraud on its part or of any other liability which cannot be lawfully excluded or limitedperson for whom it is responsible.
b9.2 The Licensor agrees, at its own expense, to indemnify the Company against any and all damages and costs, including legal fees, under any such claim or action, alleging that the Game, Mobile Application, Client Software, the Licensor’s Trademarks, or other rights granted or used in license, cooperation, distribution and Services of the Game hereunder, in whole or in part, infringe the intellectual property rights of any third party; provided that the Company provides the Licensor with (i) Subject prompt written notice of such claim or action, (ii) sole control and authority over the defense or settlement of such claim or action and (iii) proper information and reasonable assistance to Clause 11(a) above, neither party defend and/or settle any such claim or action.
9.3 The indemnification procedures shall be liable to as follows:
(a) a party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees in writing of any claim for indemnification; provided that failure to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in give such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) notice will not relieve the Indemnifying Party’s use or provision, as Party of any liability hereunder (except to the case may be, of extent that the Exhibition Venue Indemnifying Party has suffered actual material prejudice by themselves or their agents, subcontractors or employees; such failure).
(b) the Indemnified Party will tender sole defense and control of such claim to the Indemnifying Party’s or their agents’. The Indemnified Party will, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused if requested by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by give reasonable assistance to the Indemnifying Party or its agents, subcontractor or employees in defense of any imagesuch claim. The Indemnifying Party will reimburse the Indemnified Party for any reasonable expenses (including, copyrightwithout limitation, trademark or trade secret rights or privileges, whether during attorney expenses) directly incurred from providing such assistance).
(c) the Exhibition or in connection with materials supplied Indemnifying Party will have the right to consent to the Indemnified Parties for use in accordance entry of judgment with respect to, or otherwise settle, an indemnified claim with the Contractprior written consent of the Indemnified Party, provided whose consent will not be unreasonably withheld or delayed; provided, however, that the Indemnified Parties have Party may withhold its consent only if any such judgment or settlement (i) imposes a non- reimbursable monetary or continuing non-monetary obligation on such Indemnified Party, (ii) does not modified include an unconditional release of such Indemnified Party and its affiliates from all liability in respect of claims that are the foregoingsubject-matter of the indemnified claim, and/or (iii) requires a stipulation to, or admission or acknowledgment of, any liability or wrongdoing.
e9.4 THE COMPANY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS (COLLECTIVELY, “COMPANY” FOR PURPOSES OF THIS SECTION 9.4 AND 9.5) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conductDO NOT PROMISE THAT THE GOODGAMES PLATFORM, business practicesCONTENT, any meetings or negotiations / discussions with such companiesSERVICES (INCLUDING, FUNCTIONALITY OR FEATURES OF THE FOREGOING), COMPATIBILITY LABS OR ANY OTHER INFORMATION OR MATERIALS THAT YOU RECEIVE AS A LICENSOR UNDER THIS AGREEMENT (COLLECTIVELY, THE “SERVICE” FOR PURPOSES OF THIS SECTION 9.4 AND 9.5) WILL BE ACCURATE, RELIABLE, TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsTHE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. THE COMPANY CANNOT ENSURE THAT ANY CONTENT (INCLUDING FILES, INFORMATION OR OTHER DATA) THE LICENSOR ACCESSES OR DOWNLOADS FROM THE SERVICE WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. FURTHER, THE COMPANY DOES NOT GUARANTEE ANY RESULTS OR IDENTIFICATION OR CORRECTION OF PROBLEMS AS PART OF THE SERVICE AND THE COMPANY DISCLAIMS ANY LIABILITY RELATED THERETO. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO THE LICENSOR’S USE OF THE SERVICE. THE LICENSORASSUMES TOTAL RESPONSIBILITY AND ALL RISKS FOR THE LICENSOR’S USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
9.5 TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE WITH RESPECT TO THE GOODGAMES PLATFORM OR THE SERVICE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
Appears in 1 contract
Sources: Online Publishing Agreement
Liability and Indemnity. a1. XXX shall not make any claim against SIA Cargo for, and agrees to indemnify and hold harmless SIA Cargo, its officers, sub-contractors, agents, servants and/or employees from and against all, liabilities, damages and claims (including claims relating to ground handling services) Nothing and all costs and expenses incidental thereto, which may accrue against, be charged to or recoverable from SIA Cargo, its officers, sub-contractors, agents, servants and/or employees, by reason of injury to or death of any person or persons or any damage to property suffered by third parties arising out of or in these Terms & Conditions limits any liability which cannot legally be limitedway connected with this Agreement, including but not limited to liability for:
i. death or personal injury unless the same is caused by IAL’s the gross negligence and / or the negligence wilful misconduct of SIA Cargo, its officers, sub-contractors, agents, servants and/or employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither 2. In no event will either party shall be liable to the other partyfor any consequential loss or damage.
3. Notwithstanding anything to the contrary under this Agreement, whether in tort (including negligence), contract, the event that XXX is in breach of statutory dutyArticle 2, or otherwise arising under or in connection with these terms for loss of profitsXXX shall not make any claim against SIA Cargo for, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and hold harmless SIA Cargo, its respective affiliates and their respective directors, officers, agents sub-contractors, agents, servants and/or employees from and employees (in such instanceagainst all, the “Indemnified Parties”) from any third party claims, costs, lossesliabilities, damages and claims (including, but not limited to claims relating to ground handling services) and all costs and expenses incidental thereto, which may accrue against, be charged to or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provisionrecoverable from SIA Cargo, as the case may beits officers, of the Exhibition Venue by themselves or their sub- contractors, agents, subcontractors or servants and/or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied such a breach. For avoidance of doubts, XXX agrees to the Indemnified Parties reimburse SIA Cargo for use in accordance with the Contractall liabilities, provided that the Indemnified Parties have damages and claims (including, but not modified the foregoing.
elimited to claims relating to ground handling services) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not all costs and expenses incidental thereto, which may accrue against, be responsible in any way for their conduct, business practices, any meetings charged to or negotiations / discussions with such companies. Any companies that conduct business with each other recoverable from SIA Cargo as a result of meeting XXX’s breach of the provisions specified under Article 2 above. Any such reimbursement by XXX shall not absolve SIA Cargo of any of its rights under equity or at law.
4. In the Exhibition are responsible for entering into their own business contracts event of a dispute between XXX and SIA Cargo on the quantum of settlements with claimants, the decision of SIA Cargo on such settlements shall be deemed final and conclusive.
5. For the avoidance of doubt, the transportation and carriage performed or negotiations / discussionsto be performed hereunder is subject to the rules relating to liability of a carrier established by the applicable international convention(s) as ratified under the applicable governing laws of this Agreement.
Appears in 1 contract
Sources: Aircraft Charter Agreement
Liability and Indemnity. a) Nothing 10.1 This paragraph 10 shall be in these Terms & Conditions limits any addition to the liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedand indemnity provisions set out elsewhere in this Agreement.
b) Subject to Clause 11(a) above, neither party 10.2 We shall not under any circumstances be liable to the other party, whether in tort you or any third party (including your customers, invitees, affiliates, employees or contractors) for any indirect, incidental, punitive, special or consequential loss, cost or damage of any kind including loss of business, profits, revenue, contracts, goodwill, anticipated savings, production or claims by any other parties whether arising out of negligence), contract, breach of statutory duty, breach or otherwise non-performance of this Agreement, any act or omission of our employees, agents, or sub-contractors, or otherwise.
10.3 We exclude all statutory and tortious liability incurred by you or any third party (including your customers, invitees, affiliates, employees or contractors) and all liability for any losses, damages, costs, expenses incurred by you or any third party (including your customers, invitees, affiliates, employees or contractors) arising under from or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthis Agreement.
c) Subject to Clause 11(a) above10.4 To the fullest extent allowed by the law, each party’s total liability (whether we do not give any assurances, guarantees, or warranties, either express or implied, in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited relation to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & ConditionsServices.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to 10.5 You must indemnify and defend the other party keep us indemnified in full from and its respective affiliates and their respective directorsagainst all claims, officersdemands, agents and employees (in such instanceactions, the “Indemnified Parties”) from any third party claimssuits, proceedings, damages, costs, losses, damages loss and expenses of any nature whatsoever and howsoever that we may suffer or expenses (including any reasonable legal fees) incur arising out of: (a) of any occurrences in or the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue Building by themselves you, your customers, affiliates, agent, contractors or their agents, subcontractors invitees or employees; (b) arising out of the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of the Agreement or the Customer Equipment or any representation or warranty set forth other equipment located in the Contract; (c) deathFM Space, personal injury or property any loss or damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the ContractBuilding caused directly or indirectly by you, provided that the Indemnified Parties have not modified the foregoingyour agent, contractors or invitees.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. aNeither Cantor nor PSIL (nor their respective directors, employees or agents) Nothing shall be liable for any loss or damage suffered by you as a direct or indirect result of the provision by ▇▇▇▇▇▇ or PSIL of its services, save that nothing in these Terms & Conditions limits terms shall exclude or restrict liability of PSIL resulting from negligence, fraud or wilful default or contravention of CBOI rules on the part of Cantor and or PSIL. Neither Cantor nor PSIL shall have any liability for any market or trading losses you may incur. You undertake to indemnify ▇▇▇▇▇▇ and PSIL and each of their respective directors, employees and agents (“Indemnified Persons”) on an after tax basis against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than ▇▇▇▇▇▇’▇ and PSIL’s corporation tax) which cannot legally be limited, including but not limited to liability forare caused by:
i. death (i) the provision by ▇▇▇▇▇▇ and/or PSIL of their services to you;
(ii) any material breach by you of any of these terms;
(iii) any default or personal injury caused failure by IAL’s negligence you in performing your obligations to make delivery or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentationpayment when due; or
iii(iv) any defect in title or any fraud or forgery in relation to any investments delivered to Cantor and or PSIL by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which canPSIL shall not be lawfully excluded entitled to be indemnified against the consequences to PSIL of their own fraud, negligence or limited.
b) Subject to Clause 11(a) above, neither wilful default or any contravention by PSIL of any provision of the CBOI’s rules or applicable law. You hereby acknowledge that ▇▇▇▇▇▇ and PSIL and any related party shall not in any event be liable to the other partyresponsible and shall have no liability for any loss or damage (whether arising directly or indirectly), whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales revenue or business, loss of agreements goodwill or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses (including loss of profit or loss or damage to business or reputation), liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses.
c) Subject , damages, liabilities, claims, expenses, awards, proceedings and costs was disclosed to Clause 11(a) or could reasonably have been paragraph 1.A. above. Neither Cantor nor PSIL shall have any liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond the control of Cantor or PSIL, each partyincluding, without limitation, any failure of communication, computer systems, settlement computer or accounting systems or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action or the suspension of trading by any exchange or clearing house or any fire, flood, or other natural disaster. In such circumstances, any of Cantors or PSIL’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions obligations shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, suspended pending resolution of the Exhibition Venue by themselves event or their agents, subcontractors state of affairs in question. See also paragraph 36 below (force majeure). The provisions of this paragraph 13 shall continue to apply notwithstanding the fact that Cantor or employees; (b) the Indemnifying Party’s PSIL cease to provide services and shall be in addition to any other right of indemnity or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach claim of any representation Indemnified Person whether pursuant to these terms or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue otherwise and shall not be responsible in affected by any way forbearance, whether as to payment, time, performance or otherwise. In the event that you have a Contracts for their conductDifference (CFD) exposure and you are on a margin call with the CFD provider and the position is not closed out or settled by the CFD provider (including due to insufficient funds), business practices, then ▇▇▇▇▇▇ will have no liability for any meetings losses incurred by you due to such non settlement or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsnon closure.
Appears in 1 contract
Sources: Execution Only, Professional Client Terms and Conditions
Liability and Indemnity. (a) Nothing The Servicer and UDC shall be strictly accountable to Client and Agent for all payments actually received by it (or any party with which it has contracted) on Receivables and shall be liable for any actual damages resulting from its breach of such obligation. However, in these Terms & Conditions limits no event shall any liability which cannot legally party to this Servicing Agreement be limitedliable for any consequential, including but not limited to liability for:incidental or special damages.
i. death or personal injury caused by IAL’s negligence or the negligence of its employees(b) Servicer and UDC hereby indemnify Client and Agent from any and all losses, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claimsdamages, costs, lossesgood faith settlements, damages expenses, taxes, reasonably attorneys' and paralegals' fees, and all other liabilities of any kind or expenses; ornature whatsoever, resulting, directly or indirectly, in whole or in part, from any claim, demand or suit by any third party against Client or Agent arising from an action or omission by the Servicer under this Servicing Agreement or from the action or inaction of any Servicer Provider.
iv. (c) The following procedures shall apply with respect to any indemnity obligation pursuant to this Servicing Agreement:
(1) Any party seeking indemnification pursuant to this Servicing Agreement (the "Indemnified Party") shall give to the party obligated to provide ----------------- indemnification to such Indemnified Party (the "Indemnitor") a notice (a "Claim ---------- ----- Notice") describing in reasonable detail the facts giving rise to any claim for ------ indemnification and shall include in such Claim Notice (if then known) the amount or the method of computation of the amount of such claim, and a reference to the provision of this Servicing Agreement or any other liability agreement, document or instrument executed hereunder or in connection herewith upon which cansuch claim is based; provided, that a Claim Notice in respect of any action at law or suit in equity by or against a third Person as to which indemnification will be sought shall be given promptly after the action or suit is commenced; provided further that failure to give such notice shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure.
(2) In calculating any amount claimed pursuant to a Claim Notice, there shall be deducted (i) any insurance recovery in respect thereof (and no right of subrogation shall accrue hereunder to any insurer), and (ii) the amount of any tax benefit to the Indemnified Party (or any of its Affiliates) with respect to such amount (after giving effect to the tax effect of receipt of the indemnification payments).
(3) After the giving of any Claim Notice pursuant hereto, the amount of indemnification to which an indemnified Party shall be entitled shall be determined: (i) by the written agreement between the Indemnified Party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the Indemnified Party and the Indemnitor shall agree. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined. The Indemnified Party shall have the burden of proof in establishing the amount sought through indemnification.
(4) The Indemnified Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnitor hereunder, and in any such case the Indemnitor shall cooperate in connection therewith and shall furnish, at its own expense, such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that the Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof; and provided, further, that the Indemnified Party shall not, without the written consent of the Indemnitor (which written consent shall not be lawfully excluded unreasonably withheld), pay, compromise or limitedsettle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.
b(d) Subject UDO, until such time as it has transferred all of its rights and obligations pursuant to Clause 11(a) abovethis Servicing Agreement to a Spin-Off or another entity which is not an Affiliate in compliance with Section 6.05, neither party shall be liable to the other party------------ Client and Agent for any and all liability of Servicer to Client or Agent. Thereafter, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
ci) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and UDC shall not be responsible liable for the liability of Servicer except for claims against Servicer arising before the effective date of the Spin-Off or assignment to such other non-Affiliate entity, and (ii) the events of default listed in any way Section 5.01 shall not apply to UDC, except for their conduct, business practices, any meetings defaults occurring ------------ prior to the effective date of the Spin-Off or negotiations / discussions with such companies. Any companies that conduct business with each assignment to such other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsnon-Affiliate entity.
Appears in 1 contract
Sources: Servicing Agreement (Reliance Acceptance Group Inc)
Liability and Indemnity. 10.1 The Customer shall indemnify WIG against all costs, expenses, charges, damages, actions, claims and demands relating to any property or any person by reason of any act, omission or default by the Customer or those for whom the Customer is responsible.
10.2 The consequences of WIG failing to perform the Services are specified in the Service Levels and the Customer agrees that the remedies set out in the Service Levels provide the Customer's sole remedy for a failure to perform the Services.
10.3 WIG is not liable for any special, punitive, indirect, consequential or exemplary loss or damages of any kind, including without limitation, lost profits, lost data, lost revenues, lost productivity or loss of business opportunity, regardless of whether WIG was aware or should have been aware of the possibility of these damages.
10.4 Under no circumstances will WIG's liability (howsoever arising) exceed the total amount that has been paid by the Customer under the Agreement in the preceding three years.
10.5 The full extent of WIG's obligations are set out in the Agreement and there are no conditions, warranties or other terms express or implied as to quality, fitness for a particular purpose, or any other kind whatsoever.
10.6 Neither Party will be liable to the other for any delay or failure in performing its obligations (other than for obligations to pay money) that is due to any event or circumstance beyond the reasonable control of the affected Party (other than where such event or circumstance was caused by an action or omission of the affected Party in contravention of the terms of an agreement).
10.7 Under no circumstances will WIG be liable for acts or omissions of the Customer or any third party.
10.8 Nothing in the Agreement excludes or limits a Party's liability for (a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. own negligence; (b) fraud or fraudulent misrepresentation; or
iii. or (c) breach of any obligation to indemnify for third party claims, costs, losses, damages statutory implied term or expenses; or
iv. warranty (or any other liability which lability) to the extent that that term or warranty cannot be lawfully excluded limited or limitedexcluded.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. a) Nothing 10.1 Subject to the applicable limitations set forth in these Terms & Conditions limits this Article 10, and except as expressly provided in Section 10.2, the Company shall indemnify, defend, and hold DASIPL, DASIPL’s Affiliates, and Third Party contractors providing the Services, together with each of their respective directors, officers and employees, harmless from and against any liability which cannot legally be limitedand all Losses based upon or related to the Services performed for the Company hereunder, including but not limited to liability for:
i. death or personal injury caused by IAL’s even if such Losses were the result of the negligence or strict liability of DASIPL, any Affiliate of DASIPL or any Third Party contractor providing the negligence Services or any of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instanceemployees, contractors or agents.
10.2 Subject to the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty applicable limitations set forth in this Article 10, DASIPL shall indemnify, defend, and hold the Contract; (c) deathCompany, personal injury its directors, officers and employees, harmless from and against any and all Losses based upon or property damage related to the Services performed for the Company hereunder to the extent that any such Losses were caused by the Indemnifying gross negligence or wilful misconduct of DASIPL.
10.3 In no event shall DASIPL, DASIPL’s Affiliates or Third Party contractors providing the Services be liable to the Company or the Company’s Affiliates for indirect, incidental, consequential (including lost profits) or punitive damages; provided, however, that this limitation shall not apply to any indirect, incidental, consequential (including lost profits) or punitive damages asserted or awarded to any Third Party for which DASIPL would otherwise be responsible under Section 10.2.
10.4 Any cause of action that either Party may have against the other Party, such Party’s negligence Affiliates, and/or its or their Third Party contractors (if any) providing the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition Services that may arise under or in connection with materials supplied the Services or this Agreement must be commenced within two (2) years after the cause of action has accrued, or shall be deemed to have been waived and withdrawn.
10.5 Notwithstanding anything else herein to the Indemnified Parties contrary, the maximum aggregate liability of DASIPL, Affiliates of DASIPL and Third Party contractors providing the Services to the Company under or in connection with this Agreement shall not exceed and shall be limited to the amount of the Service Fees actually received by DASIPL from the Company for use the Service with respect to which the claim is made during the six (6) months preceding the last act or omission giving rise to such damages or, in accordance the event such last act or omission occurs during the first six (6) months following the Effective Date, an amount equal to six (6) times the Service Fees paid in the month preceding such last act or omission for the Service with respect to which the claim is made. DASIPL may, in its sole discretion, replace any Services to which any indemnified damages are attributable in mitigation of such damages.
10.6 Except for any claims seeking equitable relief in connection with the Contractfailure of any Party to perform its covenants or agreements hereunder, provided the Parties, for themselves and their respective Affiliates, agree that the Indemnified provisions of this Article 10 shall be the exclusive remedies of the Parties have not modified (and their respective Affiliates) with respect to the foregoing.
esubject matter of this Agreement and the Parties (and their respective Affiliates) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible entitled to any further indemnification, contribution, recovery or other rights or claims of any nature whatsoever in respect thereof (whether under this Agreement or under any common law theory or any statute or other Law or otherwise), all of which the Parties hereby waive.
10.7 The Company agrees that any and all claims, disputes or demands that the Company or any Affiliate of the Company may have that is in any way for their conductrelated to the provision of the Services (whether the Service(s) in question was provided by DASIPL, business practices, any meetings an Affiliate of DASIPL or negotiations / discussions with such companies. Any companies that conduct business with each other as a result Third Party contractor of meeting at DASIPL) shall only be asserted against DASIPL (and not against an Affiliate or Third Party contractor of DASIPL) under and pursuant to the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsterms of this Agreement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Boulevard Acquisition Corp.)
Liability and Indemnity. a) Without prejudice to any other remedy which the Buyer has against the Contractor, any defective parts, materials or workmanship which shall appear within a period of twelve months following acceptance of the Works shall be replaced or made good by the Contractor at its own expense within a reasonable time of written notification of such by the Buyer.
b) Nothing in these Terms & Conditions limits clause 23(a) above shall prejudice the right of the Buyer to enforce any remedy at law which the Buyer may have as against the Contractor for breach of the Agreement
c) The Contractor shall indemnify the Buyer against all claims, costs, expense, loss or damage (including legal fees and expenses) whether direct or consequential which the Buyer may suffer arising from (1) the supply of the Works to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Contractor, its agents or subcontractors; or arising from (2) any actual or alleged infringement of a third party’s intellectual property rights or other rights arising out of, or in connection with, the supply or use of the Works.
d) Nothing in this clause shall render the Contractor liable for any claim, cost, expense, loss or damage caused by the wrongful act or omission of the Buyer.
e) To the fullest extent permissible by law, the Buyer shall not be liable for any loss of revenue, anticipated savings, profits, data or for damage to property or for any indirect or consequential loss howsoever arising whether from negligence, breach of contract or otherwise.
f) Nothing in this Agreement shall limit or exclude liability which cannot legally be limited, including but not limited to liability for:
i. for death or personal injury caused by IAL’s negligence or the negligence of its employeesresulting from negligence, agents or subcontractors,
ii. liability for fraud or fraudulent misrepresentation; or
iii. liability for any obligation matter for which it would be illegal to indemnify for third party claims, costs, losses, damages exclude or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedattempt to exclude liability.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Conditions of Sale for Supply of Goods and Services
Liability and Indemnity. (a) Nothing None of the Government, its employees and agents shall be liable in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability forway for or in respect of :
i. death (i) any loss of or personal injury caused by IALdamage to any of the Contractor’s negligence property or the negligence that of its employees, agents or subcontractors,
ii. fraud sub-contractors howsoever caused whether by any act, omission, default or fraudulent misrepresentationNegligence of the Government or any of its employees or agents or otherwise; or
iii. (ii) any obligation injury to or death of any of the Contractor’s employees, agents or sub-contractors save and to the extent any such injury or death is caused by the Negligence of the Government or any of its employees or agents (in which case the Government will be liable or vicariously liable for any such injury or death).
(b) Without prejudice to sub-Clause (a) above, the Contractor shall indemnify for third party claimsthe Government and keep the Government fully and effectively indemnified from and against
(1) all and any claims (whether or not successful, compromised or settled), actions, proceedings, threatened, brought or instituted against the Government; and (2) all liabilities (including liability to pay compensation or damages), damages, costs, losses, damages charges and expenses (including the fees payable to all lawyers and expert witnesses and other costs and expenses, on a full indemnity basis, which the Government may pay or expensesincur in initiating or defending any claim, counter-claim, action or proceeding), (3) any awards and costs which ordered by the court or as may be agreed to be paid in settlement of any procedures, which in any case arise directly or indirectly from, or in connection with, or out of, or which relate in any way to:
(i) the negligence, recklessness or willful misconduct of the Contractor or any of its employees, agents or sub-contractor;
(ii) the failure of the Contractor to comply with or observe any terms or conditions of this Contract;
(iii) any warranties or representations made by the Contractor in this Contract or from time to time to the Government during the continuance of this Contract being untrue or inaccurate;
(iv) failure of the Contractor or any of its employees, agents or sub-contractors to comply with or observe any law and regulation in the performance of the Services;
(v) any act or omission of the Contractor or any of its employees, agents or sub-contractors in the performance of the Services notwithstanding that the Contractor is authorised or obliged to do or commit any such act or omission under this Contract;
(vi) any loss, damage, injury or death referred to in sub-Clause (a) above save and except injury or death caused by the Negligence of the Government or any of its employees or agents; or
iv. (vii) any other liability which cannot be lawfully excluded injury or limiteddeath of any third party, or any loss of or damage to property sustained by any third party, in consequence of any act, omission, default or negligence of the Contractor or any of its employees, agents or sub-contractors.
b(c) Subject to For the purposes of sub-Clause 11(a(a) and sub-Clause (b)(vi) above, neither party but not otherwise ‘Negligence’ shall have the same meaning given to it in Section 2(1) of the Control of Exemption Clauses Ordinance (Cap. 71) of the Laws of Hong Kong. Each of sub-Clauses (b)(i) to (b)(vii) above shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue construed independently and shall not be responsible in limited or restricted by reference to or inference from the terms of any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionssub-Clauses.
Appears in 1 contract
Sources: Contract for the Supply of Services
Liability and Indemnity. a) Nothing 6.1 Customer and Supplier shall each be responsible for and shall indemnify and hold the other party and its Group harmless from and against any and all loss of or damage to its own property or equipment and that of their respective subcontractors of whatever tier, regardless of cause and even if caused or contributed to by the negligence, fault, strict liability or breach of duty, statutory or otherwise, of the indemnified party or its Group. For the purposes of this clause, property and equipment of Customer's customer and any other intermediary party up to and including the end user shall be deemed to be the property of Customer.
6.2 With regard to third party claims not addressed in these Terms & Conditions limits subsections above, Supplier shall indemnify and hold Customer harmless from and against any liability which cannot legally be limited, including but not limited and all claims for loss of or damage to liability for:
i. death property or any personal injury or death suffered by such third parties to the extent caused by IAL’s negligence or the negligence of Supplier, its employees, agents agents, servants or subcontractors,. Supplier's liability hereunder shall be limited to one hundred percent of the value of the Order and Customer shall indemnify Supplier for any such claim, loss or damage to the extent it exceeds such limit, regardless of cause and even if caused or contributed to by the negligence, fault, strict liability or breach of duty, statutory or otherwise, of Supplier.
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. 6.3 Notwithstanding any other liability which cannot be lawfully excluded or limited.
b) Subject provision of this Agreement to Clause 11(a) abovethe contrary, neither party shall be liable to the other partyparty for the indirect, whether in tort (including negligence)consequential or economic losses or damages suffered by the other party or any member of its Group including, contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profitsbut not limited to, loss of sales or businessprofit, loss of agreements or contractsrevenue, exclusion, loss of anticipated savingsuse, downtime, loss of damage production, increased cost of working, loss of contract or business interruption regardless of cause and even if caused or contributed to goodwill by the negligence, fault, strict liability, strict products liability, or breach of duty, statutory or otherwise and any indirect whether or consequential losses.
c) Subject to Clause 11(a) above, not foreseeable and each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend hereby releases the other party and its respective affiliates Group in this regard.
6.4 The Contracts (Rights of Third Parties) Act 1999 shall apply to the Agreement only to the extent that the Supplier’s Group and not any other third party shall be entitled in their respective directorsown right to enforce the benefit only of the exclusions and limitations in Clause 6 and Clause 19 in the Supplier’s favour in this Agreement, officersbut not in any other respect. Further, agents and employees (Change Consultancy Squared in such instancemaking a claim under the Agreement, the “Indemnified Parties”) from remedies of any third parties shall be limited to claiming for damages and no third party claims, costs, losses, damages shall be entitled to assign any benefit conferred on it pursuant to the Agreement. The Parties may rescind or expenses (including vary any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, term of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) Agreement without the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach consent of any representation or warranty set forth in the Contract; (c) deaththird party, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other even if as a result thereof that third party’s rights to enforce a term of meeting at the Exhibition are responsible for entering into their own business contracts Agreement would be varied or negotiations / discussionsextinguished.
Appears in 1 contract
Sources: Service Order Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits 11.1. Teva shall indemnify and hold harmless the Company, and the Company's affiliates, officers, directors and employees (each a "The Company Indemnified Party"), from any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costsand all damages, losses, damages liabilities, claims including without limitation, claims for bodily injury or expensesdeath, and reasonable attorney fees (collectively, "Liabilities") to the extent that such Liabilities arise from a third party claim based upon: (i) the gross negligence or willful misconduct of Teva or of any officers, directors or employees of Teva; or
iv. (ii) any material breach of this Agreement by Teva or any other liability person for whose actions Teva is liable under applicable law; and/or (iii) the violation by Teva, or any of its directors, officers or employees, of the applicable law or other governmental requirement, which canshall directly arise as a result of the Trial Management Services performed by Teva, according to this Agreement, provided; however, that the above indemnification obligations shall not be lawfully excluded apply to the extent that any Liabilities arise out of: (i) any breach of this Agreement, relating to the cause of the Liabilities, by the Company or limitedany other person for whose actions the Company is liable under applicable law; (ii) any violation by any the Company Indemnified Party of applicable law or other governmental requirement, relating to the cause of the Liabilities; or (iii) the gross negligence or willful misconduct of any the Company Indemnified Party, relating to the cause of the Liabilities.
b) Subject to Clause 11(a) above, neither party 11.2. The Company shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party hold harmless Teva, and its respective affiliates and their respective directorsTeva's affiliates, officers, agents directors and employees (in such instanceeach a "Teva Indemnified Party"), the “Indemnified Parties”) from any and all Liabilities, to the extent that such Liabilities arise from a third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out ofclaim based upon: (a) the Indemnifying Party’s use or provision, as the case may be, performance by Teva of the Exhibition Venue Trial Management Services in accordance with this Agreement and/or as a result of any instructions received by themselves or their agents, subcontractors or employeesthe Company; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or any material breach of this Agreement by the Company or any representation or warranty set forth in other person for whose actions the ContractCompany is liable under applicable law; (c) deaththe negligence or willful misconduct of the Company or of any directors, personal injury officers or property damage caused employees of the Company; and (d) the use of the Drug by Teva and/or the Study Team, during the performance of the Trial and/or the Trial Management Services and/or (e) the use of the Drug by the Indemnifying Party’s negligence hospitals and/or centers and/or the investigator, during the performance of the Trial; (f) the violation by the Company, its directors, officers or employees of the negligence applicable law or other governmental requirement, provided; however, that the above indemnification obligations shall not apply to the extent that any Liabilities arise out of: (i) any breach of its agentsthis Agreement, subcontractors relating to the cause of the Liabilities, by Teva or employeesany other person for whose actions Teva is liable under applicable law; (ii) any violation by a Teva Indemnified Party of applicable law or other governmental requirement, relating to the cause of the Liabilities; or (diii) the gross negligence or willful misconduct of a Teva Indemnified Party, relating to the cause of the Liabilities.
11.3. If any violation or infringement (or claimed violation or infringement) by the Indemnifying Company Indemnified Party or its agents, subcontractor or employees Teva Indemnified Party (such party an "Indemnified Party") receives notice of any imageclaim or action for which indemnity may be sought from the relevant indemnifying party pursuant to this Section 11 above, copyrightsuch indemnifying party shall be, trademark or trade secret rights or privilegesas soon as reasonably possible, whether during notified thereof in writing. The indemnifying party shall have sole control over the Exhibition or in connection with materials supplied to defence and settlement of such claim and the Indemnified Parties for use in accordance Party shall not be entitled to settle or compromise such claim or action without the prior written consent of the indemnifying party and shall reasonably cooperate with the Contractindemnifying party in the investigation and defence of such claim or action, provided that in any event the indemnifying party shall use its best efforts to ensure that the good name and reputation of the Indemnified Parties have not modified the foregoingParty remains intact . The Indemnified Party may employ its own counsel if it wishes to do so, at its sole expense.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct11.4. IN NO CASE SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, business practicesSPECIAL, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsINCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT; PROVIDED HOWEVER THAT THIS LIMITATION WILL NOT LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY FOR THIRD PARTY CLAIMS OR DAMAGES AVAILABLE FOR WILLFUL OR INTENTIONAL BREACH BY EITHER PARTY OF THE CONFIDENTIALITY OBLIGATIONS IN ARTICLE 9.
Appears in 1 contract
Sources: Exclusive License and Distribution Agreement (Cel Sci Corp)
Liability and Indemnity. (a) Nothing in these Terms & Conditions limits any liability which cannot legally be limitedEach Party shall indemnify, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify hold harmless and defend the other party and Party, its respective affiliates and their respective directorsofficials, officers, employees, including its past, present, and future board members, elected officials and agents and employees (in such instancecollectively, the “Indemnified Parties”) from any third party and against all liability, claims, suits, causes of action, demands, proceedings, set-offs, liens, attachments, debts, actual out-of-pocket expenses, judgment, or other liabilities including actual out-of-pocket costs, lossesreasonable fees and expense of defense, damages arising from any loss, damage, injury, death, or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use loss or provision, as the case may bedamage to property, of whatsoever kind or nature (except as set forth in Section 12(c) below) to the Exhibition Venue extent arising from any breach by themselves the indemnifying Party of any covenant, representations or their agentswarranties made within this Sublease (collectively, subcontractors the "Claims"), except to the extent such Claims result from the gross negligence or employees; willful misconduct of any Indemnified Party.
(b) Nothing contained herein shall be construed as prohibiting Sublessor, its officials, directors, officers, agents and employees, from defending through the Indemnifying Party’s selection and use of their own agents, attorneys and experts, any claims, suits, demands, proceedings and actions brought against them. Sublessor's participation in its defense shall not remove ▇▇▇▇▇▇▇▇▇'s duty to indemnify, defend, and hold Sublessor harmless, as set forth above.
(c) Notwithstanding any provision in this Sublease to the contrary, neither Sublessee nor Sublessor shall be liable to the other for damages arising out of this Sublease which are not reasonably foreseeable as of the Effective Date, including indirect, special, incidental, exemplary, or their agents’consequential loss or damage of any nature (including, subcontractors’ without limitation, lost revenues, lost profits, lost business opportunity or employees’ failure any business interruption). The foregoing provision shall not prohibit either Party from seeking and obtaining recovery of observe and/or perform the Contract and/or third party damages for which it is entitled to indemnification hereunder, or ii) general contract damages for a breach of this Sublease.
(d) Notwithstanding any representation other provision herein, nothing herein shall be deemed or warranty interpreted to be a waiver of any and all rights and protections set forth in the Contract; (c) deathSection 893.80, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingWis. Stats.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Site Sublease for Solar Installation
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and A. Tenant agrees to indemnify and defend save Landlord harmless from all third-party claims (including costs and expenses of defending against such claims) arising or alleged to arise from any negligent act or omission or willful misconduct of Tenant or Tenant's agents, employees, or contractors. Landlord agrees to indemnify and save Tenant harmless from all third-party claims (including costs and expenses of defending against such claims) arising or alleged to arise from any negligent act or omission or willful misconduct of Landlord or Landlord's agents, employees or contractors.
B. Notwithstanding any provision in this Lease to the contrary, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action, or cause of action, against the other, its agents, officers, or employees, for any loss or damage that may occur to the Leased Premises, or any improvements thereto, or the Building of which the Leased Premises are a part, or any improvements thereto, or any personal property of such party, therein, by reason of fire, the elements, or any other cause which is or would be insured against under the terms of the property insurance policies carried or required to be carried under the terms of this Lease by the respective parties hereto, regardless of cause or origin, including negligence of the other party and hereto, its respective affiliates and their respective directorsagents, officers, or employees, and covenants that no insurer shall hold any right of subrogation against such other party (and all such insurance policies shall be amended or endorsed to reflect such waiver of subrogation). This waiver of subrogation provision shall be effective to the full extent, but only to the extent that it does not impair the effectiveness of insurance policies of Landlord and Tenant.
C. Tenant, to the extent permitted by law, waives all claims Tenant may have against Landlord, and against Landlord's agents and employees (in such instancefor injury to person or damage to or loss of property sustained by Tenant or by any occupant of the Leased Premises, the “Indemnified Parties”) or by any other person, resulting from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, part of the Exhibition Venue by themselves Building or their agentsany equipment or appurtenances becoming out of repair, subcontractors or employees; (b) resulting from any accident in or about the Indemnifying Party’s Building or their agents’, subcontractors’ resulting directly or employees’ failure of observe and/or perform the Contract and/or breach indirectly from any act or neglect of any representation tenant or warranty set forth occupant of any part of the Building or of any other person, unless such damage is a result of the negligence or willful misconduct of Landlord, or Landlord's agents or employees or Landlord's default in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence performance of its agentsobligations under this Lease. If any damage results from any act or neglect of Tenant and if the cost of repair of such damage would not be covered by a fire and extended coverage insurance policy maintained by Landlord on the Project, subcontractors then Landlord may, at Landlord's option, repair such damage, and Tenant shall thereupon pay to Landlord the total cost of such repair. All personal property belonging to Tenant or employees; any occupant of the Leased Premises that is in or (d) on any violation part of the property belonging to Tenant or infringement (any occupant of the Leased Premises that is in or claimed violation or infringement) by on any part of the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition Building shall be there at the Exhibition Venue risk of Tenant or of such other person only, and Landlord, Landlord's agents and employees shall not be responsible in liable for any way damage thereto or for their conductthe theft or misappropriation thereof unless such damage, business practices, any meetings theft or negotiations / discussions with such companies. Any companies that conduct business with each other as misappropriation is a result of meeting at the Exhibition are responsible for entering into their own business contracts negligence or negotiations / discussionswillful misconduct of Landlord or Landlord's agents or employees.
Appears in 1 contract
Sources: Office Lease Agreement (Communication Telesystems International)
Liability and Indemnity. (a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which canThe Rights Agent shall not be lawfully excluded liable for any action taken or limited.
b) Subject omitted to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising taken by it under or in connection with these terms this Agreement, except for loss of profitslosses caused by its bad faith, loss of sales wilful misconduct or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesgross negligence.
c(b) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to The Company indemnifies and holds harmless the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party Rights Agent and its affiliates, their respective affiliates successors and assigns, and each of their respective directors, officers, employees and agents and employees (in such instancecollectively, the “Indemnified Parties”) ), from any third party and against all claims, demands, losses, actions, causes of action, suits, proceedings, liabilities, damages, costs, lossescharges, damages or assessments, judgments and expenses (including any reasonable expert consultant and legal feesfees and disbursements on a solicitor and client basis) whatsoever arising in connection with this Agreement including, without limitation, those arising out of: of or related to actions taken or omitted to be taken by the Indemnified Parties and expenses incurred in connection with the enforcement of this indemnity, which the Indemnified Parties, or any of them, may suffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of the Right Agents’ duties, and including any services that the Rights Agent may provide in connection with or in any way relating to this Agreement (unless arising from the Rights Agent's gross negligence, wilful misconduct or bad faith) and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any breach by the Company. Notwithstanding any other provision hereof, the Company agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other precedent action or proceeding.
(c) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Agent shall not be liable under any circumstances whatsoever for any (a) the Indemnifying Party’s use breach by any other party of securities law or provisionother rule of any securities regulatory authority, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s lost profits or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) deathspecial, personal injury indirect, incidental, consequential, exemplary, aggravated or property damage caused by the Indemnifying Party’s negligence punitive losses or the negligence of its agents, subcontractors or employees; or damages.
(d) Notwithstanding any violation or infringement (or claimed violation or infringement) other provision of this Agreement, the Rights Agent’s liability shall be limited, in the aggregate, to the amount of fees paid by the Indemnifying Party or its agents, subcontractor or employees Company to the Agent under this Agreement in the 12 months immediately prior to the Rights Agent receiving the first notice of any imageclaim.
(e) In the event of any claim, copyrightaction or proceeding brought or commenced against the Rights Agent, trademark the Rights Agent shall notify the Company promptly after the Rights Agent receives written assertion of such claim or trade secret rights has been served with a summons or privilegesother legal process, whether during the Exhibition or in connection with materials supplied giving information as to the Indemnified Parties for use in accordance with nature and basis of the Contractclaim, action or proceeding. The Company shall undertake the investigation and defence of any such claim, action or proceeding and the Rights Agent shall have the right to retain other counsel, at the Rights Agent’s own expense, to act on the Rights Agent’s behalf, provided that, if the Agent reasonably determines that a conflict of interest or other circumstances wherein the Indemnified Parties have Rights Agent’s best interests would not modified be adequately represented exist that make representation by counsel chosen by the foregoingCompany not advisable, the fees and disbursements of such other counsel shall be paid by the Company.
e(f) IAL does The provisions of this Section 18 shall survive indefinitely, including the termination of this Agreement.
(g) The Rights Agent shall retain the right not represent any companies who visit the Exhibition at the Exhibition Venue to act and shall not be responsible liable for refusing to act under this Agreement if, due to a lack of information or for any other reason whatsoever, the agent, in its sole judgment, determines that such act might cause the Rights Agent to be in non-compliance with any way for their conductapplicable anti-money laundering, business practicesanti-terrorist or economic sanctions legislation, regulation or guideline. Further, should the Rights Agent, in its sole judgment, determine at any meetings time that the Right Agent acting under this Agreement has resulted in the Rights Agent being in non-compliance with any applicable anti-money laundering, anti-terrorist or negotiations / discussions with economic sanctions legislation, regulation or guideline, then the Rights Agent shall have the right to resign on 10 days written notice to the Company, provided (a) that the Rights Agent’s written notice shall describe the circumstances of such companies. Any companies non-compliance; and (b) that conduct business with each other as a result of meeting at if such circumstances are rectified to the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsRights Agent’s satisfaction within such 10 day period, then such resignation shall not be effective.
Appears in 1 contract
Sources: Shareholder Rights Agreement (Snow Lake Resources Ltd.)
Liability and Indemnity. 42.1 The Contractor shall be liable to and shall indemnify the Owner, its officers, directors, employees, consultants and agents for all losses, damages and expenses on account of:
(a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury all physical damage caused by IALthe Contractor or its Subcontractors to the Work, the Work Site, the property of the Owner or Other Contractors or property under the care, custody or control of the Owner or Other Contractors; and
(b) the cost to repair or make good any and all damage to roads, bridges, railroads, highways, land adjacent to the Owner’s negligence Site, irrigation canals or facilities, ditches or equipment relating thereto caused by or resulting from the negligence actions howsoever of the Contractor or its employeesSubcontractors.
42.2 Contractor shall defend, indemnify and hold Owner, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Contractor, Subcontractors, and their respective officers, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedemployees.
b42.3 Owner shall defend, indemnify and hold Contractor, its officers, agents and employees harmless from and against any and all liability, loss, expense (including reasonable attorneys’ fees) Subject or claims for injury or damages arising out of the performance of EPC Contract this Agreement but only in proportion to Clause 11(a) aboveand to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Owner, Other Contractors and their respective officers, agents or employees.
42.4 Notwithstanding anything to the contrary contained herein, neither party shall be liable to the other partyin contract or in tort, whether in tort (including negligence)directly or under any indemnity, contractfor lost profits or for any indirect, breach of statutory dutyspecial, or otherwise consequential damages, arising under out of or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage related to goodwill and any indirect or consequential lossesthis Contract.
c) Subject to Clause 11(a) above42.5 Notwithstanding any other provision of the Contract, each party’s total liability to the other for damages hereunder (whether in contractexcluding any damages owed to the other party pursuant to any indemnification obligation hereunder, tort or otherwisewhere such damages relate to claims by third parties against the indemnified party) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions$18,403,721.00.
d) Each party (in such instance42.6 Contractor shall release, the “Indemnifying Party”) assumes responsibility and agrees to defend, indemnify and defend the other party hold harmless Owner, its affiliates and its respective affiliates other contractors from and their respective directorsagainst any and all liability, officersloss, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses expense (including any reasonable legal attorneys’ fees) or claims for injury or damages arising out of: (a) the Indemnifying Party’s use of or provision, as the case may be, of the Exhibition Venue by themselves relating to Hazardous Material which escapes or their agents, subcontractors or employees; (b) the Indemnifying Partyemanates directly from Contractor’s or their agents’, subcontractors’ any Subcontractor’s equipment or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other which is otherwise released as a result of meeting at the Exhibition are responsible acts or omissions of Contractor or any Subcontractors or their respective officers, agents or employees. Owner shall release, defend, indemnify and hold harmless Contractor from and against any and all liability, loss, expense (including reasonable attorneys’ fees) or claims for entering into injury or damages arising out of or relating to Hazardous Material which exists on the Work Site as of the date of this Contract, or which is released as a result of the acts or omissions of Owner.
42.7 The Owner and Contractor waive all rights against each other and any of their own business contracts Subcontractors, sub-subcontractors, agents and employees, each of the other, for damages caused by fire or negotiations / discussionsother causes of loss to the extent covered by property insurance obtained pursuant to Sections 43.1(d) or 44.1(a) or other property insurance applicable to the Work. The policies shall provide such waivers of subrogation by endorsement or otherwise.
Appears in 1 contract
Liability and Indemnity. a) Nothing 10.1 Neither Party will be liable for any act or omission of the other Party in these Terms & Conditions limits the furnishing of that Party’s service to its customers.
10.2 To the extent not prohibited by law or tariff and except as otherwise provided in the Agreement, each Party will indemnify, defend and hold harmless the other Party from any loss, cost, claim, injury or liability brought by a person not a Party under this Agreement which cannot legally be limited, including but not limited to liability for:
i. death or personal injury is proximately caused by IAL’s negligence the negligent acts or omissions or willful misconduct of the negligence of indemnifying Party or its employees, agents or subcontractors,
iicontractors in connection with the performance of this Agreement. fraud or fraudulent misrepresentation; or
iii. any obligation Such indemnity only extends to indemnify for third party claimsthe comparative degree of negligence attributable to the indemnifying Party, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedas determined by state law negligence standards.
b) Subject 10.3 To the extent not prohibited by law or tariff, Citizens will reimburse Carrier for damages to Clause 11(a) abovepremises or equipment of Carrier resulting from the installation or removal of facilities, neither party shall services or arrangements by Citizens and/or its employees or agents on such premises if predominately caused by the sole or comparative negligence or willful misconduct of Citizens, its employees or agents.
10.4 Carrier will reimburse Citizens for damages to facilities of Citizens provided under this Agreement if caused by the sole or comparative negligence or willful act of Carrier or due to malfunction of any facilities or equipment provided to Carrier by an entity, other than Citizens. Citizens will cooperate with ▇▇▇▇▇▇▇ in prosecuting a claim against the person causing such damage and Carrier will be liable subrogated to Citizens right to recover for the damages to the extent of such payment.
10.5 Each Party will reimburse the other Party for any loss through theft of facilities provided under this Agreement on such Party’s premises attributable to the reimbursing Party’s actions (or to that of its agents or employees), except to the extent that such loss is due to the other party, whether in tort (including Party’s comparative negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified 10.6 The Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business will cooperate with each other as in the defense of any suit, claim or demand by third persons against either or both of them arising out of the connection arrangements and interchange of traffic including, without limitation, Workers Compensation claims, actions for infringement of copyright and/or unauthorized use of program material, libel and slander actions based on the content of communications.
10.7 Neither Party will be required to reimburse the other for any claim or loss pursuant to this Section 10 arising out of a result of meeting at single incident, where the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsamount in controversy is less than one hundred dollars ($100.00).
Appears in 1 contract
Liability and Indemnity. a) Nothing a. This Agreement shall create no right, benefit or privilege in these Terms & Conditions limits favor of any liability which cannot legally be limitedperson or entity other than Company and Servicer.
b. Company shall indemnify, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of defend and hold harmless Servicer and its subsidiaries and affiliates and their respective officers, directors, managers, members, employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. representatives, agents, successors and assigns (each, an “Indemnified Party”) from and against any obligation to indemnify for third party claims, costsand all expenses, losses, damages damages, liabilities, demands, charges and claims, including reasonable attorneys’ fees (collectively, “Losses”), incurred by Servicer arising or expenses; or
iv. resulting (x) from or related to Servicer’s performance of (or omission to perform) its obligations under this Agreement as well as its errors of judgment or mistakes of law made in good faith in connection with same, including without limitation Servicer’s own negligence (but excluding circumstances where there exists bad faith, willful misconduct, gross negligence or reckless disregard of duties) and (y) from or related to acts of Company in respect of any other liability which cannot be lawfully excluded or limitedmatters unrelated to this Agreement.
bc. Servicer shall indemnify, defend and hold harmless Company and its subsidiaries and affiliates and their respective Indemnified Parties from and against any and all Losses incurred by Company arising or resulting (x) Subject from or related to Clause 11(aacts of Servicer that constitute bad faith, willful misconduct, gross negligence or reckless disregard of duties under this Agreement and (y) above, neither from or related to acts of Servicer in respect of any matters not constituting Services or otherwise unrelated to this Agreement.
d. Under no circumstance shall any party shall hereto be liable to the other partyparty or any Indemnified Party for any incidental, whether in tort (including negligence)consequential, contractpunitive or other special damages, breach even if apprised of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable)same. Furthermore, under these Terms & Conditions.
d) Each party (in such instanceno circumstances shall Servicer be liable to Company or any Indemnified Party, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) deathaggregate, personal injury or property damage caused for an amount exceeding the amount of annual fees earned by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether Servicer hereunder during the Exhibition or in connection with materials supplied 12 months immediately preceding the event giving rise to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingsuch liability.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Administrative Services Agreement (Madison Square Capital, Inc.)
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) 8.1 Subject to Clause 11(a) aboveclause 8.4, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms Questionmark excludes liability for loss of profits, loss of sales or business, loss of agreements or contractsprofit, loss of anticipated savings, loss of damage to goodwill reputation, interest, penalties, legal or other professional costs and any expenses in each case whether direct or indirect, and for all indirect or consequential lossesloss or damage suffered or incurred by the Customer arising out of or in connection with Questionmark’s breach or negligent performance or non- performance of this Agreement.
c) 8.2 Subject to Clause 11(a) aboveclause 8.4, each party’s total the maximum aggregate liability (whether in contract, tort or otherwise) of Questionmark to the Customer under or in connection with these Terms & Conditions this Agreement (whether in contract or tort, including negligence, misrepresentation or otherwise) shall be limited to a sum no greater than the Participation higher of 105% of the Fees actually paid in each Exhibition accordance with clause 6 in the year in which the liability is incurred or twenty-five thousand UK pounds sterling (as applicable£25,000), under these Terms & Conditionsthe Customer acknowledging that where Questionmark is providing a free trial, the cap shall be zero.
d) Each party (in such instance8.3 The Customer shall indemnify Questionmark for all direct costs, the “Indemnifying Party”) assumes responsibility expenses, damages and agrees to losses suffered or incurred by Questionmark, and indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) hold harmless Questionmark from any claim from a third party claimsin each case, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied the Customer’s breach or negligent performance or non-performance of this Agreement to the Indemnified Parties for use full extent of such liability
8.4 Nothing in accordance with the Contract, provided that the Indemnified Parties have this Agreement shall exclude either party’s liability for:
8.4.1 death or personal injury caused by its negligence;
8.4.2 fraud or fraudulent misrepresentation; or
8.4.3 any other liability which cannot modified the foregoingbe properly excluded by law.
e8.5 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED (BY STATUTE OR OTHERWISE) IAL does not represent ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
8.6 Notwithstanding any companies who visit other provision of this Agreement, in the Exhibition at the Exhibition Venue event Customer re- orders Services, Customer expressly waives and shall not be responsible forever releases Questionmark from any and all claims, demands, damages, lawsuits, liabilities, losses, judgments, and/or costs related to or in any way for their conduct, business practices, any meetings or negotiations / discussions connected with such companies. Any companies that conduct business with each other as a result its prior receipt of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsServices.
Appears in 1 contract
Sources: Training, Consulting and Services Terms and Conditions
Liability and Indemnity. a) Nothing in these Terms & Conditions limits 14.1. Neither Party assumes any liability which cannot legally be limitedfor any act or omission of the other in the furnishing of its service to its Customers solely by virtue of entering into this Agreement.
14.2. Except as otherwise stated in this Section 14, including but not limited and except for damages resulting from gross negligence or willful misconduct, the liability of each Party for damages arising out of delays in installation, maintenance, or restoration of Facilities, services, or arrangements or out of mistakes, omissions, interruptions, or errors or defects in transmission occurring in the course of exchanging traffic over the Facilities, services or arrangements described herein shall in no event exceed the amount of the allowance, if any, available under the applicable Tariff.
14.3. Each Party agrees to liability for:
i. death reimburse the other for damages to premises or personal injury equipment resulting from the installation, maintenance, or removal of Facilities, services, or arrangements, if caused by IAL’s negligence or willful act of the negligence reimbursing Party.
14.4. Each Party shall reimburse the other for any loss through theft of its employeesFacilities or services, agents by or subcontractors,through employees of the reimbursing Party while on the premises of the other.
ii14.5. fraud The Parties shall cooperate with each other in the defense of any suit, claim, or fraudulent misrepresentation; or
iii. any obligation to indemnify for demand by third party persons against either or both of them arising out of the interconnection arrangements and exchange of traffic hereunder including, without limitation, Workers' Compensation claims, costsactions for infringement of copyright and/or unauthorized use of program material, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limitedlibel and slander actions based on the content of communications.
b) Subject 14.6. Neither Party shall be required to Clause 11(a) above, neither party reimburse the other for any claim or loss pursuant to this Section 14 where the amount in controversy is less than two hundred and fifty dollars ($250.00).
14.7. Neither Party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms the provision or use of services offered under this Agreement for loss of indirect, incidental, consequential, or special damages, including (without limitation) damages for lost profits, loss regardless of sales or businessthe form of action, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort indemnity, warranty, strict liability, or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionstort.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: CMRS Interconnection Agreement
Liability and Indemnity. a28.1 The Contractor shall be liable for and shall fully and promptly indemnify the Authority, its Employees, agents and other contractors including Fellow Contractors, and any person whatsoever against all Losses, including without limitation all losses referred to at Condition 28.2, whatsoever and howsoever arising, whether directly or indirectly or in relation to any third party liabilities, out of or connected with:
28.1.1 the Contractor’s performance of, default or act or omission of the Services or this Contract generally,
28.1.2 the use of or occupation by the Contractor of any of the Authority’s premises,
28.1.3 any damage (physical or otherwise) caused to any land, building or chattel in the ownership, occupation or possession of the Authority (whether such damage be caused by negligence or in any other way whatsoever).
28.1.4 the use by the Contractor of any equipment including street furniture owned by the Authority, including any negligent, other tortuous or fraudulent act or omission of or breach of statutory duty by the Contractor. For the purposes of this Condition 28.1 references to the Contractor shall include any employee, agent, or sub-contractor of the Contractor and third party liabilities shall mean any demands made by third parties against the Authority to third parties.
28.2 The additional losses referred to at Condition 28.1 are as follows:
28.2.1 all losses arising from any demands made by third parties including without limitation service users against the Authority;
28.2.2 all liabilities of the Authority to third parties;
28.2.3 any fines or monetary penalties imposed on the Authority as a result of the Contractor’s performance or non-performance of this Contract whether regulatory or otherwise;
28.2.4 damage to property; and
28.2.5 loss of anticipated savings.
28.3 Nothing in these Terms & Conditions this Contract excludes or limits any the liability which cannot legally be limited, including but not limited to liability for:
i. of each Party for death or personal injury caused by IALthat Party’s negligence negligence.
28.4 To the extent permitted by the Unfair Contract Terms Act 1977, the Authority shall be liable for any loss or damage (except the negligence of the Authority, its officers or employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. ) and the Authority shall in any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall circumstances be liable to the other partyContractor for any indirect or consequential loss or damage (whether for loss of profit, whether in tort (including negligenceloss of business, depletion of goodwill or otherwise), contractcosts, breach of statutory dutyexpenses, or otherwise arising under other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthis Contract.
c) 28.5 Subject to Clause 11(a) aboveConditions 28.3 and 28.4, each party’s total the aggregate liability of the Authority in respect of all causes of action, loss, damage or liability (whether for breach of contract, in negligence or for any other tort under statute or otherwise) arising out of or in connection with this Contract shall not exceed the lesser of (i) the amount that the Authority paid the Contractor in the proceeding 12-month period; or (ii) £1,000,000, in the aggregate.
28.6 Without prejudice to the generality of this Condition the Parties’ liability to one another in respect of loss or damage to any property of any nature whatsoever shall include an obligation to reimburse all costs and expenses reasonably incurred by the other in the re-instatement or replacement of any such property, whether or not such re-instatement or replacement results in an improvement of or to the property so lost or damaged.
28.7 Notwithstanding anything contained in this Contract the Contractor’s liability to the Authority in contract, tort negligence, statutory duty or otherwise) under otherwise arising by reason of or in connection with these Terms & Conditions this contract (except in relation to death or personal injury caused by negligence) shall be limited in aggregate per year to:
28.7.1 where under the terms of Condition 29 the Contractor is obliged to hold insurance in respect of the matter from which the liability arises, the insurance levels set out in Condition 29;
28.7.2 in respect of matters for which the Contractor is not obliged to hold insurance under the provisions of Condition 29 £ 1 million.
28.8 The Contractor’s liability to the Participation Fees paid in each Exhibition year (as applicable)Authority under Condition 28.1 shall be, for the avoidance of doubt, without prejudice to any other right or remedy available to the Parties whether under the common law principles of contract, equity or tort, under these Terms & Conditions.
d) Each party (statue or as expressly provided in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the this Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible (without limitation) prejudice the Authority’s right to enforce at any time and in any way for their conduct, business practices, manner whatsoever any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionssub-contractor warranty.
Appears in 1 contract
Sources: Contract for the Provision of Parking Enforcement Services
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party The Contractor shall be liable to and shall indemnify the other partyOwner for all losses, damages and expenses on account of: all physical damage caused by the Contractor or its Subcontractors to the Work, the Work Site, the property of the Owner or Other Contractors or property under the care, custody or control of the Owner or Other Contractors; and the cost to repair or make good any and all damage to roads, bridges, railroads, highways, land adjacent to the Owner’s Site, irrigation canals or facilities, ditches or equipment relating thereto caused by or resulting from the actions howsoever of the Contractor or its Subcontractors. Subject to Section 42.4, except for Liquidated Damages and except to the extent to which coverage is provided by a policy or policies of insurance, as applicable, the Contractor, its Subcontractors, and their respective officers and directors shall not be liable to the Owner, or anyone claiming through or under it, whether by way of indemnity or by reason of breach of contract or in tort (tort, including negligence), contract, liability for negligence and breach of statutory duty, or otherwise arising under on any other legal or in connection with these terms for equitable basis, for: special, punitive, indirect, economic or consequential loss or damage; loss of profitsuse, whether complete or partial, of the Work or existing facilities of the Owner or third parties; loss of sales or business, product; loss of agreements revenue, overhead and profit; or contracts, loss of anticipated savingsany contract that may be suffered by the Owner. Notwithstanding any other provision of the Contract, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each partythe Contractor’s total aggregate liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions to the Owner shall be limited to $*. [NTD: Section 42.3 is to be used only where the Participation Fees paid parties choose not to include Liquidated Damages in each Exhibition year (as applicable)the Contract. In addition, under these Terms & Conditions.
d) Each party (in such instanceif Section 42.3 is to be incorporated, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend COAA Contracts Committee suggests that the other party and its respective affiliates and their respective directors, officers, agents and employees parties negotiate whether the following indemnities obligations of the Contractor should be carved-out of the cap: Section 28.1 (in such instance, the “Indemnified Parties”) from any intellectual property infringement); Section 39.1 (liens); Section 41.1 (third party claims, costs, losses, damages or expenses ); Section 45.3 (including independent contract indemnity); obligations relating to workers’ compensation premiums if the Owner is held accountable; and any reasonable legal fees) arising out of: (a) taxes payable by the Indemnifying Party’s use or provision, as Contractor for which the case may be, Owner is held accountable.] In the event of a sale by the Owner of the Exhibition Venue Work Site, the Owner agrees to cause the purchaser to enter into an agreement whereby the purchaser covenants to be bound by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied and to afford to the Indemnified Parties for use in accordance with Contractor the Contract, provided that the Indemnified Parties have not modified the foregoingbenefit of Sections 42.2 and 42.3.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Epc Contract
Liability and Indemnity. a) Nothing in these Terms & Conditions limits Under no circumstances will either party be liable for any liability which cannot legally be limitedliabilities, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costsor amounts to the extent that such liabilities, lossesclaims, damages or expenses; or
iv. any other liability which cannot be lawfully excluded amounts resulted from the acts or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to omissions of the other party. Client will indemnify, whether in tort defend, and hold harmless Humanscale for all liabilities and amounts, resulting from Client’s breach of this DPA (including negligencesuch as, by way of example, a breach of Section2.4), contractData Protection Legislation, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directorsacts or omissions causing Humanscale to breach the same, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out ofwithout limitation: (a) the Indemnifying Party’s use costs (including legal costs), claims, demands, actions, settlements,charges, procedures, expenses, losses, liabilities and damages (e.g. relating to material or provisionnon-material damage, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other incurred as a result of meeting at defending or settling a claim by a third party); and (b) to the Exhibition are responsible extentpermitted by any applicable law: (i) administrative fines, penalties, sanctions, liabilities or other remedies imposed by a government or regulatory authority; (ii) compensation to a Data Subject ordered by a regulatory authority; and (iii) the reasonable costs of compliance with investigations by a regulatory authority. Humanscale will indemnify, defend, and hold harmless Client for entering into their own business contracts all liabilities and amounts, resulting from Humanscale’s breach of this DPA (such as, by way of example, a breach of Section 2.5), Data Protection Legislation, and its acts or negotiations / discussionsomissions causing Client to breach the same, including without limitation: (a) costs (including legal costs), claims, demands, actions, settlements, charges, procedures, expenses, losses, liabilities and damages (e.g. relating to material or non-material damage, or incurred as a result of defending or settling a claim by a third party); and (b) to the extentpermitted by any applicable law: (i) administrative fines, penalties, sanctions, liabilities or otherremedies imposed by a government or regulatory authority; (ii) compensation to a Data Subject ordered by a regulatory authority; and (iii) the reasonable costs of compliance with investigations by a regulatory authority. Notwithstanding anything to the contrary in this DPA, to the extent that is permissibleunder applicable law, the Parties’ liability under this Section shall be capped in accordance with Section 11 of the Agreement. Humanscale Corporation: Name: Date: ANNEX A APPENDIX 1 TO THE CONTROLLER TO PROCESSOR STANDARD CLAUSES Data exporter The data exporter is: Client Data importer The data importer is: Humanscale Corporation Data subjects The personal data transferred concern the following categories of Data Subjects: Client’s employees or other personswho may provide information relevant to Client’s use of the Services. Categories of data The personal data transferred concern the following categories of data: name, email address, information about the data subject workstation. Special categories of data (if appropriate) The personal data transferred concern the following special categories of data: information regarding whether theindividual wears glasses as it relates to workstation. Processing operations The personal data transferred will be subject to the following basic processing activities: To perform the Services.
Appears in 1 contract
Sources: Master Agreement
Liability and Indemnity. a) Nothing The Contractor shall be liable for any loss, damage, expense or delay incurred or suffered by the Customer arising from or in these Terms & Conditions limits any liability which cannot legally be limitedway connected with the provision of the Services by the Contractor to the Customer in particular but without limitation any loss, including but not limited injury, damage, expense or delay arising from or in any way connected with: failure of the Contractor to liability for:
i. death perform the Services, or personal injury caused by IAL’s negligence any act or omission of the negligence of its employeesContractor, agents whether wilful, negligent, fraudulent or subcontractors,
iiotherwise. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) aboveExcept as otherwise specifically provided herein, neither party Party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, or for any other special, punitive, consequential loss or damages unless arising from gross negligence or a wilful act or omission of agreements the other Party. The provisions of this Article shall not be taken as excluding or contractslimiting the Customer’s rights under the Contract to claim for costs and expenses which would not otherwise have been incurred by the Customer or which would have ceased or would not have recurred. The Contractor shall be liable to a penalty for mere delay of twenty Euro (€20) per day when the Contractor fails to meet the time-frames indicated in Schedule B and such failure arises through the fault of the Contractor. The Customer shall indemnify, loss protect and defend the Contractor, its employees, agents or authorised representatives from and against all actions, claims, losses or damages arising directly or indirectly as a result of anticipated savingsfraud, loss bad faith, wilful default or negligence of damage the Customer, its employees, agents or authorised representatives in performing its obligations pursuant to goodwill this Contract. The Contractor shall indemnify, protect and defend the Customer, its employees, agents or authorised representatives from and against all actions, claims, losses or damages arising directly or indirectly as a result of fraud, bad faith, wilful default or negligence of the Contractor, its employees, agents or authorised representatives in performing its obligations pursuant to this Contract. Notwithstanding any indirect or consequential losses.
c) Subject to Clause 11(a) aboveother provision of the Contract, each party’s total the maximum liability (whether in contract, tort or otherwise) of either Party under or in connection with these Terms & Conditions the Contract per breach of Contract shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, total value of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure Contract exclusive of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingVAT.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Contract for Electrician Services
Liability and Indemnity. a) Nothing Notwithstanding anything to the contrary contained herein or in these Terms & Conditions limits any liability which cannot legally be limitedother agreement between the Parties, including but not limited to liability forthe following shall apply :
i. death or personal injury caused by IAL’s negligence or 14.1 Except as set forth in Clause 4.3 of Section 2 above, each Party (as indemnitor) shall defend, indemnify and hold harmless the negligence other Party (as indemnitee) from and against any and all liability, causes of its employeesaction, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party actions, claims, costsdemands, suits, damages, losses, damages costs and expenses (including reasonable attorneys fees) for property damage or expenses; or
iv. any loss and/or personal injury, illness or death incurred by the indemnifying Party, its affiliated companies, co-venturers, partners, other liability which cannot be lawfully excluded or limitedcontractors, sub-contractors, agents, representatives and all their respective employees, officers and directors.
b) Subject to Clause 11(a) above, neither party 14.2 All claims of third parties shall be determined at law.
14.3 Neither Company nor Contractor shall be liable to the other partyfor loss of production, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and a well, formation or reservoir, damage or injury resulting from pollution originating in a well, formation or reservoir, inaccuracy of any data or incorrect interpretation or recommendation, or any other indirect or consequential lossesdamages, including, inter-alia, special and punitive damages.
c) Subject 14.4 Notwithstanding anything to Clause 11(a) the contrary contained herein, in no event shall Contractor be liable for any subsea or submerged equipment of any type located within the Survey Area and belonging to the Company Group, their contractors or any third party and Company shall defend, indemnify and hold Contractor Group harmless from and against any and all claims relating to the loss of or damage to any such equipment, whether or not resulting from any act or omission, breach of duty, statutory or otherwise, or the negligence in any form of Contractor Group.
14.5 Unless stated otherwise above, each party’s total the exclusions of liability (whether and indemnities contained in contractthis Clause 13, tort shall apply to any such injury, illness, death, loss or otherwise) under or in connection with these Terms & Conditions shall be limited damage, without regard to the Participation Fees paid in each Exhibition year (as applicable)cause(s) thereof including, under these Terms & Conditions.
d) Each party (in such instancewithout limitation, unseaworthiness, strict liability, negligence, gross negligence or wilful misconduct, ultra-hazardous activity, breach of express or implied warranty, breach of duty, imperfection of material, defect of failure of equipment, defect or "ruin" or other condition of premises, or the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend sole, joint or concurrent negligence or other fault of the other party and indemnified Party or its respective affiliates and their respective owners, directors, officers, employees, agents and/or representatives.
14.6 For the purposes of this Clause 13 and with regard to when acting only as an indemnitee, "Company", "Contractor" and "Party" shall include such Party’s parent, subsidiary and affiliated companies (where affiliated means any entity more than 50% owned or controlled, either directly or indirectly, by said Party’s ultimate parent company), subcontractors, coventurers and other contractors, and their respective owners, shareholders, directors, officers and employees (in such instance, the “Indemnified Parties”) from where any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue person provided by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying a Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided Services shall be deemed that the Indemnified Parties have not modified the foregoingParty’s employee).
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. a27.1 The Recipient will at all times indemnify ARENA and its Personnel (each, an "Indemnified Party") Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party from and against all claims, costsliabilities, obligations, losses, damages (compensatory, punitive or expensesotherwise), penalties, claims, actions, taxes, suits, costs and expenses (including, reasonable legal costs on a solicitor and own client basis and costs of investigation) of whatsoever kind and nature, including, without prejudice to the generality of the foregoing, those arising in contract or tort (including negligence) or by strict liability or otherwise, which are imposed on, incurred by or asserted against any Indemnified Party (whether or not also indemnified by any other person under any other document) and which in any way relate to or arise out of, whether directly or indirectly:
(a) the carrying out of works or services, or the supply of goods, in connection with the Project;
(b) the Licensed Materials (including the use of the Licensed Materials by an Indemnified Party) infringing or allegedly infringing the Intellectual Property Rights or Moral Rights of any person;
(c) any of the transactions contemplated by this Agreement or the execution, delivery or performance thereof;
(d) any use made or proposed to be made of the proceeds of the ARENA Funding;
(e) the operation or maintenance of the Recipient's facilities related to the Project or the ownership, Change in Control or possession thereof by the Recipient;
(f) non-compliance with any Law or regulation; or
iv. (g) any other actual or prospective claim, investigation or proceeding relating to the foregoing, whether or not any Indemnified Party is party thereto; provided that the Recipient’s liability which cannot to indemnify an Indemnified Party will be lawfully excluded reduced proportionally to the extent that any breach of this Agreement by that Indemnified Party, or limitedany negligent act or omission of that Indemnified Party, contributed to the loss.
b) Subject to Clause 11(a) above, neither 27.2 Neither party shall will be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise party for Consequential Loss arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthis Agreement.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to 14.1 Each Party shall indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to and save the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill Party and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, employees and agents of such other Party harmless from liability, loss, damage, claim, costs and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal attorney fees) arising out of: on account of injury to persons (aincluding death) or damage or destruction of property, occasioned by the Indemnifying Party’s use negligence, whether active or provision, as the case may bepassive, of the Exhibition Venue by themselves indemnifying Party and its officers, directors, employees or agents in the performance of this Agreement; provided, however:
14.1.1 Each Party shall be solely responsible to its own employees for all claims or benefits due for injuries in the course of their agents, subcontractors employment or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach arising out of any representation workers’ compensation law. Neither Party shall seek reimbursement or warranty set forth in subrogation from the Contract; (c) deathother Party for any benefits paid to the employees of either Party pursuant to any workers’ compensation law except as necessary to prevent double recovery by the employee.
14.1.2 Each Party hereby releases the other Party, personal its officers, directors, employees and agents from any and all liability or responsibility for any loss, damage or injury or property damage caused by the Indemnifying Party’s negligence fire or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) other casualty for which insurance is carried by the Indemnifying injured Party at the time of such loss, damage or injury, to the extent of any recovery by the injured Party under such insurance.
14.2 Neither Party or its agentsdirectors, subcontractor officers, employees or employees agents shall be liable for any loss of any imageearnings, copyrightrevenues, trademark indirect or trade secret rights consequential damages or privileges, whether during the Exhibition or in connection with materials supplied injury which may occur to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other Party as a result of meeting at outages in delivery of service hereunder.
14.3 TNMP shall hold harmless and indemnify PNM from and against any liability for death, injury, loss or damage to TNMP’s customers arising out of electric service to such customers caused by the Exhibition are responsible performance of either Party under this Agreement, except in the case of PNM’s negligence or willful misconduct.
14.4 TNMP assumes all responsibility for entering into the electric Capacity and Energy delivered hereunder after it has been delivered to and received by TNMP.
14.5 The Parties shall have an obligation to mitigate their own business contracts or negotiations / discussionsdamages hereunder.
Appears in 1 contract
Sources: Wholesale Requirements Power Sale and Services Agreement (Texas New Mexico Power Co)
Liability and Indemnity. (a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which canAgent shall not be lawfully excluded liable for any losses or limited.
b) Subject taxes to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory dutyor of, or otherwise payable by EFSPV at any time from any cause whatsoever or any losses or taxes directly or indirectly arising under out of or in connection with these terms for loss or related to the performance by Agent of profitsthis Agreement unless such losses or taxes are the result of Agent's own willful misconduct, loss of sales gross negligence, deceit or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesfraud.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) Agent shall indemnify and hold harmless the Indemnifying Party’s EFSPV Indemnified Parties for any Losses which they may incur or their agents’be subject to as a result of or arising from: (i) the performance of the Services or any breach of this Agreement by Agent, subcontractors’ or employees’ failure of observe and/or perform (ii) the Contract and/or breach material inaccuracy of any representation or warranty set forth in the Contract; made by Agent, (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (diii) any violation or infringement (or claimed violation or infringement) by failure of Agent to comply in respect of the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or EFSPV Indemnified Parties' obligations in connection with materials supplied the Program or with any Requirements provided such obligations are to be satisfied by Agent in accordance with this Agreement, (iv) any improper use or disclosure or unlawful use or disclosure of Customer Information by Agent, (v) any liability of the EFSPVV Indemnified Parties for use any fees, costs, or other amounts due including damages or liquidated damages, arising out of any contract with a third party service provider retained by Agent, and (vi) the EFSPV Indemnified Parties' indemnification obligations under the Participation Agreement to the extent such obligations arise from the Agent's willful misconduct, gross negligence, deceit or fraud in the performance of the Services; provided, however, that this indemnity shall not apply and Agent shall have no liability in respect of Losses to the extent that they arise from (x) the willful misconduct, gross negligence, deceit or fraud of an EFSPV Indemnified Party (as determined by a final nonappealable order of court of competent jurisdiction), (y) any action that an EFSPV Indemnified Party requires Agent to take pursuant to a direction but only to the extent that Agent takes such action in accordance with such direction and in accordance with the Contractprovisions hereof, provided that or (z) a refusal by an EFSPV Indemnified Party to take action upon a recommendation made in good faith by Agent in accordance with the Indemnified Parties have not modified the foregoingterms hereof.
e(c) IAL does not represent This Agreement contemplates that Agent shall receive the relevant information from EFSPV and/or Victory Park in order for Agent to make required credit and debit entries and to make the calculations and supply the information and reports required herein, and that Agent will do the foregoing to the extent such information is so provided and on the basis of such information, without undertaking any companies who visit independent verification or recalculation of such information.
(d) The indemnity obligations set forth in this Section 3.2 shall survive the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result termination of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsthis Agreement.
Appears in 1 contract
Sources: Administrative Services Agreement (Elevate Credit, Inc.)
Liability and Indemnity. (a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which canThe Manager shall not be lawfully excluded liable for any Losses or limited.
b) Subject Taxes to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory dutyor of, or otherwise payable by any Issuer Group Member at any time from any cause whatsoever or any Losses or Taxes directly or indirectly arising under out of or in connection with these or related to the performance by the Manager of this Agreement unless (i) such Losses or Taxes are the result of the Manager’s (or any Manager Delegate’s) own negligence, recklessness, willful misconduct, deceit or fraud or that of any of its directors, officers or employees, as the case may be or (ii) such Losses are directly caused by any representation or warranty by the Manager set forth in Section 4.02 having proven to be false on the date hereof or a breach by the Manager of the express terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthis Agreement.
c(b) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited Notwithstanding anything to the Participation Fees paid contrary set forth in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instanceany other agreement to which any Issuer Group Member is a party, the “Indemnifying Party”) assumes responsibility Issuer and agrees to indemnify and defend the other party Issuer Group Members do hereby assume liability for and do hereby jointly and severally agree to indemnify, reimburse and hold harmless on an After-Tax Basis the Manager, its respective affiliates and their respective directors, officers, employees and agents and employees (in such instance, the “Indemnified Parties”) each of them from any third party claimsand all Losses or Taxes that may be imposed on, costsincurred by or asserted against any of them arising out of, losses, damages in connection with or expenses related to the Manager’s performance under this Agreement (including any reasonable legal feesLosses or Taxes incurred by the Manager as a result of indemnifying any Person to whom it shall have delegated its obligations hereunder in accordance with Section 8.01 hereof, but only to the extent the Manager would have been indemnified had it performed such obligations), except as a result of the negligence, recklessness, willful misconduct, deceit or fraud of the Manager (or any Manager Delegate) arising out of: or any of its directors, officers or employees or as a result of any representation or warranty by the Manager set forth in Section 4.02 having proven to be false on the date hereof or a breach by the Manager of the express terms of this Agreement. This indemnity shall not apply to:
(ai) Taxes imposed on net income by the revenue authorities of Ireland or Bermuda in respect of any payment by any Issuer Group Member to the Manager due to the performance of the Issuer Group Services; and
(ii) Taxes imposed on net income of the Manager by any Government Authority other than the revenue authorities of Bermuda or Ireland to the extent such Taxes would not have been imposed in the absence of any connection of the Manager with such jurisdiction imposing such Taxes other than any connection that results from the performance by the Manager of its obligations under this Agreement. This indemnity shall expressly inure to the benefit of any director, officer, agent or employee of the Manager now existing or in the future and to the benefit of any successor of the Manager and shall survive the expiration of this Agreement.
(c) The Manager agrees to indemnify, reimburse and hold harmless on an After-Tax Basis the Policy Provider and the Holders of the Notes for any Losses whatsoever which they or any of them may incur or be subject to in consequence of (x) the Indemnifying Party’s use performance of the Issuer Group Services to the extent such Losses arise due to the willful misconduct, recklessness, negligence (or, in the case of the Replacement Manager, gross negligence), deceit or provisionfraud of the Manager (or any Manager Delegate) or any of its directors, officers or employees, as the case may be, (y) a breach by the Manager (or any Manager Delegate) of the Exhibition Venue express terms of this Agreement (other than the performance of the Issuer Group Services but including the undertakings in Section 4.01 hereof) and (z) any representation or warranty by themselves the Manager set forth in Section 4.02 hereof having proven to be false on the date hereof; provided that this indemnity shall not apply and the Manager shall have no liability in respect of Losses to the extent that they arise from (i) the willful misconduct, deceit or fraud of any Issuer Group Members or their respective directors, trustees or agents, subcontractors (ii) any breach by the Manager of its obligations under this Agreement to the extent such breach is a result of a Service Provider’s failure to perform its obligations to the Issuer Group or employees; a failure by the Issuer Group to comply with its obligations under this Agreement, (biii) any action that the Indemnifying Party’s Issuer Group requires the Manager to take pursuant to a direction but only to the extent that the Manager takes such action in accordance with such direction and in accordance with the provisions hereof, (iv) a refusal by the Issuer Group to take action upon a recommendation made in good faith by the Manager in accordance with the terms hereof or (v) in the case of Losses incurred by the Holders of the Notes, this indemnity shall be only for Losses that adversely affect the timing or amount of payments on the Notes.
(d) The Manager agrees to indemnify, reimburse and hold harmless on an After-Tax Basis each of the Trustee, the Security Trustee and the Operating Bank and their agents’respective trustees, subcontractors’ directors, officers and agents for any Losses whatsoever which they or employees’ any of them may incur or be subject to in consequence of any breach of the terms of this Agreement by the Manager (or any Manager Delegate), the failure of observe and/or perform the Contract and/or breach of any representation or warranty of the Manager set forth in Section 4.02 hereof to be true and correct on the Contractdate hereof or the willful misconduct, recklessness, gross negligence, deceit or fraud of the Manager (or any Manager Delegate) or any of its directors, officers or employees, as the case may be; provided, however, that this indemnity shall not apply and the Manager shall have no liability in respect of Losses to the extent that they arise from (ci) deaththe willful misconduct, personal injury deceit or property damage caused fraud of the Trustee or Security Trustee, or their respective directors, trustees or agents, (ii) any breach by the Indemnifying PartyManager of its obligations under this Agreement to the extent such breach is solely a result of a Service Provider’s negligence failure to perform its obligations to the Issuer Group or a failure solely by the Issuer Group to comply with its obligations under this Agreement, (iii) any action that the Trustee or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by Security Trustee requires the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied Manager to take pursuant to a direction but only to the Indemnified Parties for use extent that the Manager takes such action in accordance with such direction and in accordance with the Contractprovisions hereof or (iv) a refusal by the Trustee or the Security Trustee to take action upon a recommendation made in good faith and consistent with the provisions relating to the Trustee or the Security Trustee under the Related Documents by the Manager in accordance with the terms hereof.
(e) The Manager, provided the Issuer and the other Issuer Group Members, the Trustee and the Security Trustee acknowledge and agree that the Indemnified Parties have not modified terms of this Agreement contemplate that the foregoingManager shall receive the Relevant Information in order for the Manager to make required credit and debit entries and to make the calculations and supply the information and reports required herein, and that the Manager will do the foregoing if and to the extent such information is so provided by such relevant parties and on the basis of such information, without undertaking any independent verification or recalculation of such information.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, 55.1 Liability whether in contract or tort (including negligence), contract, breach of statutory duty, or otherwise arising which arises under or in connection with these terms this Contract will be limited to an amount of $20,000,000. This limitation will not apply to liability for:
(a) personal injury, including sickness and death; (b) loss of, or damage to, tangible property; and (c) infringement of Intellectual Property Rights.
55.2 The Contractor indemnifies and releases CEWA and its Related Bodies Corporate, including all their Personnel, from and against any Claims for loss of profits, loss of sales or business, loss of agreements damage or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect expense suffered or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability incurred by the Contractor (whether in contractdirect, tort indirect, economic, consequential, or otherwise) under resulting from or in connection with:
(a) any loss or damage to any property;
(b) personal injury to, or disease, illness (including mental illness) or death of, any person;
(c) Claims by third parties against CEWA in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year provision of the Services;
(as applicable), under these Terms & Conditions.
d) Each party any infringement of CEWA’s Intellectual Property Rights;
(e) any written representations made by the Contractor in such instanceany document provided to CEWA which are not true and correct in all material respects;
(f) any misuse of any Confidential Information by the Contractor;
(g) the Contractor’s breach of this Contract, applicable Laws or the “Indemnifying Party”Contractor’s negligent act or omission in connection with this Contract; and
(h) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directorsContractor’s wilful act or omission, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: of or in connection with:
(a) the Indemnifying Party’s use or provision, as the case may be, discharge of the Exhibition Venue by themselves or their agents, subcontractors or employeesContractor’s obligations under this Contract in the provision of the Services; or
(b) the Indemnifying PartyContractor’s presence on or their agents’use of the Site, subcontractors’ The Contractor agrees not to bring any Claim which it has released or employees’ failure of observe and/or perform purported to release under this clause 52.
55.3 The Contractor’s liability pursuant to any indemnity given under this Contract will be reduced proportionately to the Contract and/or extent that any loss, damage, or cost to which that indemnity relates was caused by CEWA’s negligent act, omission, or breach of this Contract.
55.4 Subject to clause 52.5, but not withstanding anything else in this Contract to the contrary, neither CEWA or the Contractor shall be liable to each other for any representation Consequential Loss and CEWA and the Contractor agree that such loss or warranty set forth damages will not be claimed as direct loss or damage.
55.5 Nothing in this Contract limits the Contract; Contractor’s liability in connection with:
(a) personal injury, including sickness and death;
(b) fraudulent, malicious or criminal conduct;
(c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or wilful default;
(d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.property damage;
Appears in 1 contract
Liability and Indemnity. a) Nothing 15.1 Unless expressly stated otherwise in these Terms & Conditions limits the Agreement, neither Party shall have any liability which canto the other for, and neither Party shall be entitled to recover from the other, any consequential, special, multiple or exemplary damages as a result of a breach of the Agreement. This exclusion does not legally be limitedapply to any damages incurred or suffered by a Party resulting from intent or gross negligence on the part of the other Party.
15.2 In addition to its indemnity obligations under clause 5.3, the Supplier shall indemnify EVBox against all liabilities, costs, expenses, damages and losses (including but not limited to liability forany 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 reasonable professional costs and expenses) suffered or incurred by EVBox as a result of or in connection with:
i. death (a) any claim made against EVBox for actual or personal injury caused by IAL’s negligence alleged infringement of a third party's IP arising out of or in connection with the negligence purchase and/or use of the Goods/Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors,;
ii. fraud or fraudulent misrepresentation; or
iii. (b) any obligation to indemnify for claim made against EVBox by a third party claimsfor damage to property, costs, losses, damages injury or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach death arising out of statutory duty, or otherwise arising under or in connection with these terms for loss defects in Goods/Services, to the extent that the defects in the Goods/Services are attributable to the acts or omissions of profitsthe Supplier, loss of sales its employees, agents or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.subcontractors; and
(c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under any claim made against EVBox by a third party arising out of or in connection with these Terms & Conditions shall be limited the purchase and/or use of the Goods/Services, to the Participation Fees paid extent that the claim arises out of the breach, negligent performance or failure or delay in each Exhibition year (as applicable)performance of the Agreement by the Supplier, under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officersemployees, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Purchase Agreement
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally 8.1 Each party shall be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or solely liable for the negligence editorial content of its employeesown site, agents except in the case of a white-label solution or subcontractors,co-branded page hosted by the Site, whereby ODIGEO reserves editorial control.
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims8.2 ODIGEO, costshowever, losses, damages or expenses; or
iv. any other liability which canshall not be lawfully excluded liable, directly or limitedindirectly, for any reason or cause whatsoever, for damages linked to presentation of the Content on the Site.
b) Subject to 8.3 Except as set out in Clause 11(a) above8.5 below, neither party shall in any event be liable to the other partyparty for any reason whatsoever, whether in tort (including negligence)for any indirect or consequential losses or damages of any kind, contractincluding, breach of statutory dutybut not limited to, or otherwise arising under or in connection with these terms for any loss of profitsdata, commercial loss, loss of sales or businessprofits, loss of agreements customers, injury to brand image, or contracts, loss of anticipated savingsopportunity, loss relating to or arising out of damage to goodwill and any indirect or consequential lossesthe performance of the Agreement.
c) Subject to Clause 11(a) above, each party’s total 8.4 Both parties’ liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited is confined to the Participation Fees paid sum of Advertising Fee in each Exhibition year (as applicable), under these Terms & Conditionsthe Insertion Order.
d) Each party (in such instance8.5 Notwithstanding Clause 8.4, the “Indemnifying Party”) assumes responsibility and agrees to Advertiser, or Agency on behalf of Advertiser, shall indemnify and defend the other party and its respective affiliates and on demand ODIGEO or any of their respective directorsits employees, officers, agents and employees contractors from and against any claims, demands, actions, losses (in including, without limitation, loss of profit and loss of reputation, injury to or death or any person), expenses, liabilities, judgements, settlements, damages and costs (including all interest, penalties and legal and other professional costs and expenses) incurred by ODIGEO arising out of the Content or subject matter of such instanceadvertisements, the “Indemnified Parties”) from any including without limitation, third party claimsclaims for defamation, costsIntellectual Property Rights and/or a breach by Advertiser of any warranty or obligation to be performed by Advertiser or Agency on behalf of Advertiser, lossesunder this Agreement and/or any misrepresentation, damages negligence, fraud, wilful misconduct or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of statutory duty of or by Advertiser or Agency on behalf of Advertiser or in each case any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence member of its agentsGroup or any of their respective and its employees, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agentsofficers, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingagents and contractors.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.
Appears in 1 contract
Sources: Advertising Agreement
Liability and Indemnity. a) Nothing You acknowledge and accept that FP, except in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s case of gross negligence or the negligence of its employeesintentional fault, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. shall not be liable for any obligation to indemnify for third party claims, costs, losses, claims or damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject incurred due to Clause 11(a) above, neither party shall be liable anything related to the other party, whether in tort Service (including negligence)API, contractWork Product, breach Back-end) provided by or on behalf of statutory dutyFP pursuant to this Agreement. Therefore you agree to defend, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and hold FP, its respective affiliates and their respective subsidiaries, affiliates, directors, officers, agents and employees harmless, from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in such instance, the “Indemnified Parties”) from any way related to any third party claims relating to materials or instructions provided to FP by you pursuant to his Agreement and or to any violation of this Agreement by you, unless such claim is caused directly and exclusively by the negligence or willful misconduct of FP. Upon FP’s request you shall intervene in any of these third party claims. Upon receipt of notice of such third party claim, costsFP has the right to immediately terminate this Agreement, losseswithout any reimbursement of payments received. If any third party seeks damages from FP caused by any claim regarding the quality, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s fitness for purpose, use or provisionconsumption of your products, as resulting from the Work Product, you shall voluntarily intervene in any court, administrative or arbitration proceedings and shall hold FP harmless and indemnify FP for any liability it has incurred vis-a-vis third parties in relation to such claims. You acknowledge and accept that FP, except in case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s gross negligence or the negligence of its agentsintentional fault, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, resulting from: (I) the use or inability to use the Application or API (II) unauthorised access to, or the loss, corruption or alteration of the Application, API, content or data (III) statements, acts, conducts or omissions of any third party using the Application and the Service, (IV) FP’s failure to protect the confidentiality of any passwords or access rights given to you, (V) the termination of the availability of the API or this Agreement, (VI) claims or damages incurred due to a delay of target timings (VII) any other matter relating to the API, Work Product, Application and the Service. FP endeavors to protect all content, services, trademarks and designs owned by you from unlawful copying by third parties, however no warranties are made by FP in this regard and FP shall not be held liable for any way for their conduct(in)direct damages a third party or you may incur due to or resulting from such activities by third parties, business practices, any meetings unless damages are caused directly and exclusively by the negligence or negotiations / discussions with such companies. Any companies that conduct business with each other as a result willful misconduct of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsFP.
Appears in 1 contract
Sources: General Api Eula
Liability and Indemnity. 10.1 Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability cannot be excluded or limited as a matter of law.
10.2 Subject to clause 10.1 and without prejudice to any other provision of these Terms, the Client agrees that:
(a) Nothing this Agreement states the full extent of Alt.vfx’s obligations and liabilities in these Terms & Conditions limits respect of the Works and performance of the Services;
(b) under no circumstances shall Alt.vfx be liable for any liability which cannot legally be limitedindirect, special, punitive, incidental or consequential loss or damage whatsoever, including but not limited to loss of revenue or profits, business interruption, loss of goodwill, loss of use or corruption of data or software; and
(c) Alt.vfx’s entire liability for:
i. death for any direct loss suffered by the Client under or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other partyin connection with this Agreement, whether in contract, tort (including negligence), contract, breach of statutory dutyduty or otherwise, or otherwise arising under or shall, subject to the limitations expressly set forth herein, not exceed the fees paid by the Client in connection accordance with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossesthis Agreement.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions 10.3 The Client shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party hold harmless Alt.vfx and its respective parent companies, affiliates and subsidiaries and their respective officers, directors, officersemployees and agents (collectively, agents and employees (in such instance, the “Indemnified PartiesAlt.vfx Indemnitees”) from any third party and against all claims, judgements or proceedings and all costs, liabilities, losses, expenses and damages or expenses of any kind (including any reasonable legal feesand other professional fees and expenses) arising out of: (a) the Indemnifying Party’s use awarded against, or provision, as the case may be, of the Exhibition Venue by themselves incurred or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible in any way for their conduct, business practicespaid by, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other of Alt.vfx Indemnitees as a result of meeting at or in connection with:
(a) any defamatory, slanderous or libelous matter or invasion of privacy or any infringement or alleged infringement of a third party’s Intellectual Property Rights or other rights arising out of the Exhibition are responsible supply or use of the Client Materials in relation to the Works and/or in the course of carrying out the Services;
(b) any damage to property caused by any act or omission of the Client (including its officers, employees, consultants, freelancers and agents);
(c) the publication, processing, use, distribution and/or exhibition of the Client Materials;
(d) ▇▇▇.vfx carrying out any of Client’s instruction(s) or following the instructions of Client (including, but not limited to, any claim that Client does not have full and lawful authority to place or authorize Alt.vfx to execute an order with Alt.vfx in respect of the Client Materials); and
(e) any breach by the Client, including its officers, employees, consultants, freelancers and agents, of any of this Agreement.
10.4 Alt.vfx expressly disclaims all warranties, whether express, implied, statutory or otherwise with respect to the Services provided under this Agreement, including without limitation all implied warranties of merchantability, quality, fitness for entering into their own business contracts a particular purpose, and warranties arising from a course of dealing, usage or negotiations / discussionstrade practice.
Appears in 1 contract
Sources: Terms and Conditions
Liability and Indemnity. a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party 42.1 The Contractor shall be liable to and shall indemnify the other partyOwner for all losses, damages and expenses on account of:
(a) all physical damage caused by the Contractor or its Subcontractors to the Work, the Work Site, the property of the Owner or Other Contractors or property under the care, custody or control of the Owner or Other Contractors; and
(b) the cost to repair or make good any and all damage to roads, bridges, railroads, highways, land adjacent to the Owner’s Site, irrigation canals or facilities, ditches or equipment relating thereto caused by or resulting from the actions howsoever of the Contractor or its Subcontractors.
42.2 Subject to Section 42.4, except for Liquidated Damages and except to the extent to which coverage is provided by a policy or policies of insurance, as applicable, the Contractor, its Subcontractors, and their respective officers and directors shall not be liable to the Owner, or anyone claiming through or under it, whether by way of indemnity or by reason of breach of contract or in tort (tort, including negligence), contract, liability for negligence and breach of statutory duty, or otherwise arising under on any other legal or in connection with these terms for equitable basis, for:
(a) special, punitive, indirect, economic or consequential loss or damage;
(b) loss of profitsuse, whether complete or partial, of the Work or existing facilities of the
(c) loss of sales or business, product;
(d) loss of agreements or contractsrevenue, overhead and profit; or
(e) loss of anticipated savings, loss of damage to goodwill and any indirect or consequential lossescontract that may be suffered by the Owner.
c) Subject to Clause 11(a) above42.3 Notwithstanding any other provision of the Contract, each partythe Contractor’s total aggregate liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions to the Owner shall be limited to $*. [NTD: Section 42.3 is to be used only where the Participation Fees paid parties choose not to include Liquidated Damages in each Exhibition year (as applicable)the Contract. In addition, under these Terms & Conditions.
d) Each party (in such instanceif Section 42.3 is to be incorporated, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend COAA Contracts Committee suggests that the other party and its respective affiliates and their respective directors, officers, agents and employees parties negotiate whether the following indemnities obligations of the Contractor should be carved- out of the cap: Section 28.1 (in such instance, the “Indemnified Parties”) from any intellectual property infringement); Section 39.1 (liens); Section 41.1 (third party claims, costs, losses, damages or expenses ); Section 45.3 (including independent contract indemnity); obligations relating to workers’ compensation premiums if the Owner is held accountable; and any reasonable legal fees) arising out of: (a) taxes payable by the Indemnifying Party’s use or provision, as Contractor for which the case may be, Owner is held accountable.]
42.4 In the event of a sale by the Owner of the Exhibition Venue Work Site, the Owner agrees to cause the purchaser to enter into an agreement whereby the purchaser covenants to be bound by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied and to afford to the Indemnified Parties for use in accordance with Contractor the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue benefit of Sections 42.2 and shall not be responsible in any way for their conduct, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussions.42.3.
Appears in 1 contract
Sources: Epc Contract
Liability and Indemnity. aNeither Cantor nor PSIL (nor their respective directors, employees or agents) Nothing shall be liable for any loss or damage suffered by you as a direct or indirect result of the provision by ▇▇▇▇▇▇ or PSIL of its services, save that nothing in these Terms & Conditions limits terms shall exclude or restrict liability of PSIL resulting from negligence, fraud or wilful default or contravention of CBOI rules on the part of Cantor and or PSIL. Neither Cantor nor PSIL shall have any liability for any market or trading losses you may incur. You undertake to indemnify ▇▇▇▇▇▇ and PSIL and each of their respective directors, employees and agents (“Indemnified Persons”) on an after tax basis against any liabilities, reasonable costs and expenses (including legal costs) and all duties and taxes (other than ▇▇▇▇▇▇’▇ and PSIL’s corporation tax) which cannot legally be limited, including but not limited to liability forare caused by:
i. death (i) the provision by ▇▇▇▇▇▇ and/or PSIL of their services to you;
(ii) any material breach by you of any of these terms;
(iii) any default or personal injury caused failure by IAL’s negligence you in performing your obligations to make delivery or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentationpayment when due; or
iii(iv) any defect in title or any fraud or forgery in relation to any investments delivered to Cantor and or PSIL by or on your behalf or in relation to any instrument of transfer in relation to such investments (including any electronic instruction) purporting to transfer such investments. PSIL shall not be entitled to be indemnified against the consequences to PSIL of their own fraud, negligence or wilful default or any obligation contravention by PSIL of any provision of the CBOI’s rules or applicable law. You hereby acknowledge that ▇▇▇▇▇▇ and PSIL and any related party shall not in any event be responsible and shall have no liability for any loss or damage (whether arising directly or indirectly), whether of profits, revenue or goodwill or any indirect or consequential losses (including loss of profit or loss or damage to indemnify for third party business or reputation), liabilities, claims, expenses, awards, proceedings and costs, regardless of whether the possibility of such losses, damages damages, liabilities, claims, expenses, awards, proceedings and costs was disclosed to or expenses; or
iv. could reasonably have been foreseen by ▇▇▇▇▇▇, PSIL or any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) aboverelated party and whether arising in contract, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, ) or for representations made or otherwise arising under as a result of or in connection with performance or non-performance of our obligations under these terms or in relation to the Advisory Service. You also hereby specifically acknowledge that ▇▇▇▇▇▇ and PSIL and each related party shall not be responsible and shall have no liability whatsoever for any loss or damage (whether arising directly or indirectly) and whether arising in contract, in tort (including negligence) or otherwise arising:
a) by reason of profits▇▇▇▇▇▇ relying on any instruction reasonably believed by us to be authorised by you or on your behalf and we shall be under no duty to make an investigation or inquiry as to any statement contained in any such instruction or document and we may accept the same as conclusive evidence of the truth and accuracy of the statements contained therein; or
b) as a result of any act or omission, loss or of sales the insolvency, of any eligible custodian or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill credit institution that may hold your assets as provided for in paragraphs 6 and any indirect or consequential losses.7 (above); or
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under by reason of or in connection with these Terms & Conditions any act or omission by you or any agent of yours as provided for in paragraph
1. A. above. Neither Cantor nor PSIL shall have any liability for any circumstance or failure to provide any service if such circumstance or failure results from any event or state of affairs beyond the control of Cantor or PSIL, including, without limitation, any failure of communication, computer systems, settlement computer or accounting systems or equipment, any failure or interruption in the supply of data, any political crisis or terrorist action or the suspension of trading by any exchange or clearing house or any fire, flood, or other natural disaster. In such circumstances, any of Cantors or PSIL’s obligations shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, suspended pending resolution of the Exhibition Venue by themselves event or their agents, subcontractors state of affairs in question. See also paragraph 36 below (force majeure). The provisions of this paragraph 13 shall continue to apply notwithstanding the fact that Cantor or employees; (b) the Indemnifying Party’s PSIL cease to provide services and shall be in addition to any other right of indemnity or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach claim of any representation Indemnified Person whether pursuant to these terms or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue otherwise and shall not be responsible in affected by any way forbearance, whether as to payment, time, performance or otherwise. In the event that you have a Contracts for their conductDifference (CFD) exposure and you are on a margin call with the CFD provider and the position is not closed out or settled by the CFD provider (including due to insufficient funds), business practices, then ▇▇▇▇▇▇ will have no liability for any meetings losses incurred by you due to such non settlement or negotiations / discussions with such companies. Any companies that conduct business with each other as a result of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsnon closure.
Appears in 1 contract
Sources: Advisory Agreement
Liability and Indemnity. SAMPLE
(a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligenceclause 16(d), contract, breach the liability of statutory duty, or otherwise arising the Department under or in connection with these terms this deed is limited in aggregate to the amount of the Grant.
(b) The Department and its Representatives will not in any circumstances (including for negligence) be liable for any loss of profitsrevenue, loss of sales profit, loss of anticipated savings or business, loss of agreements opportunity (including opportunity to enter into or contractscomplete arrangements with third parties), loss of anticipated savingsdata or goodwill, loss of damage to goodwill and reputation or any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (loss whether arising in contract, tort (including negligence) or otherwise) under or , in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditionsthis deed.
d(c) Each party (in such instance, The Recipient is liable for and indemnifies the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party Department and its respective affiliates Representatives against all liability, loss, costs and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable actions, claims, proceedings or demand brought by any third party, and any legal fees, costs and disbursements on a solicitor and own client basis) arising out of: from or incurred in connection with:
(ai) the Indemnifying Party’s use Activity;
(ii) any default by the Recipient under this deed;
(iii) any unlawful, wilful or provision, as the case may be, negligent act or omission of the Exhibition Venue by themselves Recipient, the Recipient’s Representatives or their agents, subcontractors or employees; any person for whose conduct the Recipient is liable;
(biv) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury (including sickness and death) or property damage caused or loss in connection with the performance (or attempted or purported performance or non-performance) of this deed or a breach of this deed by the Indemnifying Party’s negligence Recipient; or
(v) any infringement or the negligence alleged infringement of its agents, subcontractors any Intellectual Property Rights or employees; or Moral Rights.
(d) The Recipient’s liability to indemnify the Department under clause 16(c) will be reduced proportionally to the extent that any violation negligent act or infringement (omission or claimed violation or infringement) breach of this deed by the Indemnifying Party Department caused the loss or its agents, subcontractor or employees liability.
(e) The indemnity granted in clause 16(c) is in addition to and not exclusive of any image, copyright, trademark or trade secret rights or privileges, whether during other remedies the Exhibition or in connection with materials supplied to Department may have against the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoingRecipient at law.
e(f) IAL does It is not represent any companies who visit necessary for the Exhibition at Department to incur expense or to make a payment before enforcing a right of indemnity conferred by this deed.
(g) Each indemnity in this deed is a continuing obligation, separate and independent from the Exhibition Venue other obligations of the parties, and shall not be responsible in any way for their conductsurvives termination, business practices, any meetings completion or negotiations / discussions with such companies. Any companies that conduct business with each other as a result expiration of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsthis deed.
Appears in 1 contract
Sources: Grant Deed
Liability and Indemnity. (a) Nothing in these Terms & Conditions limits any liability which cannot legally be limitedBM shall defend, including but not limited to liability for:
i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors,
ii. fraud or fraudulent misrepresentation; or
iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or
iv. any other liability which cannot be lawfully excluded or limited.
b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses.
c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions.
d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and hold harmless AN, its respective affiliates and their respective directors, officers, employees, agents and employees (in such instancerepresentatives, the “Indemnified Parties”) from any third party claimsand all costs or damages resulting from any claims or causes of action by a Third Party relating in any way to, costs, losses, damages or expenses (including arising in any reasonable legal fees) arising way out of: , any activity of BM or any Affiliate under this Agreement (a) a "Claim"), including without limitation the Indemnifying Party’s use or provisiondevelopment, making, having made, use, importation, offer for sale, marketing, sale and/or other disposition of any Test. AN shall promptly notify BM of any such claim upon receipt thereof. AN shall abide by such reasonable instructions as BM may issue concerning the case may be, conduct of the Exhibition Venue by themselves defence against the Claim. AN shall not make any admission of liability with respect to a Claim and shall not settle or their agents, subcontractors or employees; compromise on any Claim without the prior written consent of BM.
(b) the Indemnifying Party’s or their agents’IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED ON ANY THEORY OF LIABILITY AND WHETHER BASED IN CONTRACT OR TORT (c) deathINCLUDING NEGLIGENCE), personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agentsINCLUDING LOST PROFITS OR REVENUES AND LOSS OF GOODWILL, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agentsREGARDLESS OF WHETHER SUCH PARTY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN ADDITION, subcontractor or employees of any imageTHE PARTIES HEREBY WAIVE *CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. ANY RIGHT TO PUNITIVE DAMAGES. The foregoing does not, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing.
e) IAL does not represent any companies who visit the Exhibition at the Exhibition Venue and shall not be responsible construed, to limit, in any way for their conductway, business practices, any meetings or negotiations / discussions with such companies. Any companies that conduct business with each other as a result the obligations of meeting at the Exhibition are responsible for entering into their own business contracts or negotiations / discussionsBM under sub-section (a) of this paragraph.
Appears in 1 contract