Liability of the Licensor Clause Samples

The "Liability of the Licensor" clause defines the extent to which the licensor is responsible for any damages, losses, or claims arising from the use of the licensed product or service. Typically, this clause limits the licensor's liability by excluding certain types of damages, such as indirect or consequential losses, and may cap the total amount recoverable by the licensee. Its core practical function is to allocate risk between the parties, protecting the licensor from excessive or unforeseen legal exposure while providing the licensee with clarity on the remedies available in case of issues.
Liability of the Licensor. The Licensor shall be liable towards the Licensee for the damages and losses caused as a direct and necessary consequence of a material breach of the obligations assumed by the Licensor under this Agreement in the following terms: The Licensor’s total maximum aggregate liability towards the Licensee shall be equal to the MSRP (manufacturer's suggested retail price) indicated in the Licensor’s price list applicable at the time of the damages, corresponding to the geographic area where the Licensee is located, save for in case of fraud (dolo) or wilfull misconduct ( culpa grave). The Licensor shall not be liable towards the Licensee in cases where the claims of third parties are caused by errors made by the Licensee, the integrator or any third persons or attributable to its Systems. The Licensor shall not be liable towards the Licensee in case of force majeure or fortuitous events. The Licensor assumes no liability whatsoever in connection with the integration of the Software with third parties’ hardware or systems. In no case will the Licensor be liable for indirect, incidental, exemplary, punitive, consequential or special damages (including, among others, loss of profits, business interruption or loss of business information), whatever their nature or origin, arising out of or in connection with this Agreement, even if the Licensor has been advised of the possibility of such damages or could reasonably have foreseen the possibility of such damages.
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Liability of the Licensor a) The Licensor shall not be liable to the Hirer or its employees, agents or invitees for any loss of life, personal injury or damage to or loss of property which may be suffered or incurred arising out of the use of the Venue by the Hirer or the conduct of the function for which the Venue is hired, unless caused by the negligent act or omission of the Licensor. b) In no event shall the Licensor be liable for loss of profit or consequential damages, whether based on breach of contract, warranty or otherwise. c) The Hirer uses the Venue at its sole risk and is responsible for anything done in or to the Venue by its employees, agents or invitees. d) The Licensor may enter the Venue at any time during the Hire Period and may refuse admission to, or cause to be removed from the Venue, any person whose behaviour is objectionable, improper, or undesirable.
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Liability of the Licensor. 12.1 The Licensee will at all times indemnify the Licensor and its officers, employees and agents (Those Indemnified) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of Those Indemnified arising from any proceedings against Those Indemnified where such loss or liability was caused by: (a) a breach by the Licensee of its obligations under this Agreement which has continued for 7 days after notice of breach; or (b) any wilful, unlawful or negligent act or omission of the Licensee. 12.2 The Licensor will at all times indemnify the Licensee and its officers, employees and agents (Those Indemnified) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of Those Indemnified arising from any proceedings against Those Indemnified where such loss or liability was caused by: (a) a breach by the Licensor of its obligations under this Agreement; or (b) any wilful, unlawful or negligent act or omission of the Licensor.
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Liability of the Licensor. 7.1 The Licensor is not responsible for the implementation of fire and safety measures at the Licensee's premises. EFI is exclusively an instructional audio-visual work that is a general guide in the event of a fire, but it is not related to any specific parameters and equipment, incl. technical equipment of the system of fire and safety protection of a specific Licensee's premises (hotel). The Licensor is not responsible for any possible damage to health or property of all personnel of the Licensee's premises or its guests or third parties in the event of a fire. 7.2 If the Licensee complains about an EFI product due to its malfunction, the Licensee is entitled to contact the Licensor via e-mail ▇▇▇▇@▇▇▇▇.▇▇▇ without undue delay after finding a problem. The Licensor is obliged to carry out the complaint procedure and notify the Licensee of its result by e-mail at the latest within 30 days from the notification of the 7.3 If the Licensor breaches its obligation under Article 4.1 of this Agreement, to send to the Licensee an electronic link to download the EFI for each of the Licensee's premises within 30 days, the Licensee is entitled to withdraw from this Agreement. The withdrawal is effective
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Liability of the Licensor. Licensor accepts liability for personal injury or material damages incurred by the Licensee by intent, this also applies if the damage is the fault of an agent of the Licensor. In the latter case, the claim to damage compensation is limited to typically foreseeable damage. A more extensive obligation or liability of the Licensor shall not exist.
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Liability of the Licensor. Nothing in this Agreement is intended, nor should it be construed, to create any rights, claims, or benefits or assume any liability for or on behalf of any third party, or to waive any immunities or limitations conferred under federal or state law, including but not limited to the Colorado Governmental Immunity Act, § ▇▇-▇▇-▇▇▇ et seq.,
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Liability of the Licensor 
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Related to Liability of the Licensor

  • 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 the Bank (a) The liability of the Bank (or any other Indemnified Person) under, in connection with and/or arising out of this Agreement, any Related Document or the Letter of Credit (or any pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to any direct damages suffered by the Applicant that are caused directly by Bank’s gross negligence or willful misconduct in (i) honoring a presentation that does not at least substantially comply with the Letter of Credit, (ii) failing to honor a presentation that strictly complies with the Letter of Credit or (iii) retaining Drawing Documents presented under the Letter of Credit. In no event shall the Bank be deemed to have failed to act with due diligence or reasonable care if the Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with this Agreement. The Applicant’s aggregate remedies against the Bank and any Indemnified Person for wrongfully honoring a presentation under the Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by the Applicant to the Bank in respect of an honored presentation under the Letter of Credit, plus interest. Notwithstanding anything to the contrary herein, the Bank and the other Indemnified Persons shall not, under any circumstances whatsoever, be liable for any punitive, consequential, indirect or special damages or losses regardless of whether the Bank or any Indemnified Person shall have been advised of the possibility thereof or of the form of action in which such damages or losses may be claimed. The Applicant shall take action to avoid and mitigate the amount of any damages claimed against the Bank or any Indemnified Person, including by enforcing its rights in the underlying transaction. Any claim by the Applicant for damages under or in connection with this Agreement, any Related Document or the Letter of Credit shall be reduced by an amount equal to the sum of (i) the amount saved by the Applicant as a result of the breach or alleged wrongful conduct and (ii) the amount of the loss that would have been avoided had the Applicant mitigated damages. (b) Without limiting any other provision of this Agreement, the Bank and each other Indemnified Person (if applicable), shall not be responsible to the Applicant for, and the Bank’s rights and remedies against the Applicant and the Applicant’s obligation to reimburse the Bank shall not be impaired by: (i) honor of a presentation under the Letter of Credit which on its face substantially complies with the terms of the Letter of Credit; (ii) honor of a presentation of any Drawing Documents which appear on their face to have been signed, presented or issued (X) by any purported successor or transferee of any beneficiary or other party required to sign, present or issue the Drawing Documents or (Y) under a new name of the beneficiary; (iii) acceptance as a draft of any written or electronic demand or request for payment under the Letter of Credit, even if nonnegotiable or not in the form of a draft, and may disregard any requirement that such draft, demand or request bear any or adequate reference to the Letter of Credit; (iv) the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness, or legal effect of any presentation under the Letter of Credit or of any Drawing Documents; (v) disregard of any non-documentary conditions stated in the Letter of Credit; (vi) acting upon any Instruction which it, in Good Faith, believes to have been given by a Person or entity authorized to give such Instruction; (vii) any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation; (viii) any delay in giving or failing to give any notice; (ix) any acts, omissions or fraud by, or the solvency of, any beneficiary, any nominated Person or any other Person; (x) any breach of contract between the beneficiary and the Applicant or any of the parties to the underlying transaction; (xi) assertion or waiver of any provision of the ISP which primarily benefits an issuer of a letter of credit, including, any requirement that any Drawing Document be presented to it at a particular hour or place; (xii) payment to any paying or negotiating bank (designated or permitted by the terms of the Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice; (xiii) dishonor of any presentation upon or during any Event of Default or for which the Applicant is unable or unwilling to reimburse or indemnify the Bank (provided that the Applicant acknowledges that if the Bank shall later be required to honor the presentation, the Applicant shall be liable therefore in accordance with Article 2 hereof); and (xiv) acting or failing to act as required or permitted under Standard Letter of Credit Practice. For purposes of this Section 7.5(b), “Good Faith” means honesty in fact in the conduct of the transaction concerned.

  • Liability of the Company The Company shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Company herein.

  • Liability of Evaluator The Trustee, FTPS Unit Servicing Agent, Depositor and the Unit holders may rely on any Evaluation furnished by First Trust Advisors, L.P., acting in its capacity as Evaluator, and shall have no responsibility for the accuracy thereof. The determinations made by the Evaluator hereunder shall be made in good faith upon the basis of the best information available to it. The Evaluator shall be under no liability to the Trustee, FTPS Unit Servicing Agent, Depositor or the Unit holders for errors in judgment; provided, however, that this provision shall not protect the Evaluator against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder." M. The second sentence of the first paragraph of Section 5.01 shall be amended to delete subsection (ii) of such sentence and replace it in its entirety with the following:

  • Liability of the Evaluator The Trustee, the Depositor and the Unit holders may rely on any Evaluation furnished by First Trust Advisors L.P., acting in its capacity as Evaluator, and shall have no responsibility for the accuracy thereof. The determinations made by the Evaluator hereunder shall be made in good faith upon the basis of the best information available to it. The Evaluator shall be under no liability to the Trustee, the Depositor or the Unit holders for errors in judgment; provided, however, that this provision shall not protect the Evaluator against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder.