Liability Matters Sample Clauses

Liability Matters. ▇▇▇▇▇ and Seller shall not, and shall cause the Buyer Indemnified Parties and the Seller Indemnified Parties not to, assert or threaten any claim or other method of recovery, in contract, in tort or under statute or other applicable Law, against any Person other than Buyer, Buyer Parent (solely with respect to Sections 3.1(b), 3.2, 8.1, 8.2, 8.3, 8.4, 8.8, 9.17, 13.3 and 14.2(f))
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Liability Matters. A Forward Seller shall not have any liability whatsoever for any Underwritten Borrowed Shares that the Forward Seller does not deliver and sell to the Underwriters or any other party if (i) any of the relevant Conditions is not satisfied on or prior to the Closing Date, and such Forward Seller validly elects pursuant to the first sentence of Section 2(d) hereof not to deliver and sell to the Underwriters the Underwritten Borrowed Shares otherwise deliverable on the Closing Date by such Forward Seller hereunder, or (ii) its affiliate Forward Purchaser determines, in good faith and in a commercially reasonable manner, that (A) such Forward Purchaser or its affiliate, as Forward Seller, is unable to borrow and deliver, on the Closing Date, for sale under this Agreement a number of shares of Class A Common Shares equal to the number of the Underwritten Borrowed Shares otherwise deliverable by such Forward Seller on the Closing Date or (B) in such Forward Purchaser’s commercially reasonable judgement either it is impracticable to do so or it or its affiliate, as Forward Seller, would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so (it being understood that the foregoing exclusion of liability shall not apply in the case of fraud and/or any intentional misconduct).
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Liability Matters. Working with clay, glazes and kilns can be dangerous. We have made every effort to provide instructional materials, which will teach you how to stay safe. However, you will ultimately be working on your own, without our direct supervision. Therefore, you agree that we are not responsible for any injury sustained, whether to person, pet or property, in the process of your making any ceramic print or other like product as a result of entering into any agreement with us. You further agree that, to the fullest extent permitted by law, we are not liable for any special or consequential damages that may result from the use of, or the inability to use, the materials provided in the training package or on our website even if we have been advised of the possibility of such damages. In no event will be liable for any damages, losses and/or causes of action (whether in contract, tort, including but not limited to, negligence or otherwise) in an amount in excess of the amount paid by you, if any, for accessing this website or paid by you for any training provided by us. We have not and cannot make any guarantee or promises of any kind with respect to the specific results of your efforts. Each person is a unique individual with special talents but also weaknesses. It is impossible for us to know in advance of working with you what ability you may have to produce ceramic hand, foot or pet prints. Accordingly, we make no guarantees of any kind and we are not responsible for the success of your business as a result of having received any training from us and/or the defect of any ceramic prints produced by you. We have not, do not and cannot make any express warranties of any kind or nature with respect to your ability to earn money or produce defect-free products as a result of entering into any training with us. In addition, you agree that you have not relied upon any implied warranties as a condition of entering into training with us and, therefore, to the fullest extent permitted by law, you waive any and all implied warranties which otherwise might apply.
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Liability Matters 
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Related to Liability Matters

  • Liability of the Parties 16.1 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and /or where acting as Lead Authority . 16.2 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority . 16.3 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 of this Agreement, the other Parties shall each indemnify the Lead Authority on pro rata basis according to the proportions of their respective financial commitments as set out in Clause 10 of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata share.

  • Liability of Seller Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

  • Liability for Losses Subject to the limitations and exclusions of liability in this Agreement, the Custodian will be liable for Losses suffered or incurred by the Client to the extent such Losses are caused by the negligence, wilful default, or fraud of the Custodian in the performance of its obligations under this Agreement. The parties agree that “negligence” will mean a breach by the Custodian of its obligation to exercise the standard of care described in Section 17.1 above.

  • Liability of Indemnitees (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the Limited Partners, the Assignees or any other Persons who have acquired interests in the Partnership Securities, for losses sustained or liabilities incurred as a result of any act or omission if such Indemnitee acted in good faith. (b) Subject to its obligations and duties as General Partner set forth in Section 7.1(a), the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or otherwise modify the duties and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability to the Partnership, the Limited Partners, the General Partner, and the Partnership’s and General Partner’s directors, officers and employees under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

  • Liability of Parties Without waiving any defenses including governmental immunity, each Party to this ▇▇▇ agrees to be responsible for its own acts of negligence, which may arise in connection with all claims for damages, costs and expenses to person or persons and property that may arise out of or be occasioned by this ▇▇▇ or any of its activities or from any act or omission of any employee or invitee of the Parties. The provisions in this paragraph are solely for the benefit of the Parties hereto and are not intended to create or grant any rights, contractually or otherwise to any third party.