Losses and Liabilities Clause Samples

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Losses and Liabilities. The term “Losses and Liabilities” as used herein shall mean all liabilities, claims, losses, causes of action, charges, penalties, damages, costs and expenses (including reasonable attorneys’ fees and costs), of whatsoever character, nature and kind, whether to property or person, whether by direct or derivative action, and whether known or unknown, suspected or unsuspected, latent or patent.
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Losses and Liabilities. 12.1 We and our employees, officers, Delegates or counterparties employed or used by us in connection with the Services (collectively, the "Associates") make no representation, warranty or guarantee as to the performance of the Account. We and our Associates will manage the Account, subject to the provisions of this Agreement, in accordance with our usual business practice and will not be liable for any loss which may be suffered or incurred by you in any way in relation to any Services provided pursuant to these terms, or Transaction contemplated under these terms, howsoever caused, including but not limited to any loss resulting from any decline in value of the Account, the exercise of any of our and our Associate's rights and discretions or the performance of any of their duties hereunder, any error of judgement or error of fact, except to the extent they are caused by our and/or our Associates' own wilful default, fraud or Gross Negligence. In such event, our and our Associates' liability in connection with any Transaction or Service, shall not exceed the market value of such Transaction or Service at the time of the fraud, Gross Negligence or wilful default. For the avoidance of doubt, we shall not be liable for (a) the acts or defaults of any agent, broker, custodian or nominee engaged in connection with this Agreement unless it can be shown that we failed to exercise due care in the selection thereof or (b) for any act or omission or any loss arising by reason of any cause beyond our reasonable control. 12.2 We and our Associate(s) shall not be liable for any losses incurred by you as a result of any action taken by or omission on our and/or our Associates' part in good faith. We and/or our Associate(s) shall not, in the absence of fraud, Gross Negligence or wilful default be liable to you for any act or omission in the course of or in connection with the Services rendered under these terms or for any losses which you may suffer or sustain as a result of, in connection with or in the course of discharge by us and/or our Associate(s) of our duties hereunder. 12.3 We shall not be responsible for or be liable to investigate the creditworthiness or status of any issuer, guarantor or other person liable in respect of any Authorised Investment, the validity or binding effect thereof or of any related document or any similar matter. 12.4 You agree to indemnify on a full indemnity basis, to compensate us, and to hold us and our Associates harmless from and ...
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Losses and Liabilities. Except as herein otherwise provided, neither party (the "first party") shall be liable to the other party (the "second party") for any losses or liabilities sustained or incurred by the second party, except such losses and liabilities as may result from the first party's gross negligence or willful misconduct or from the willful and intentional breach by the first party of one or more of the provisions of this agreement, and then only to the extent that such losses and liabilities are not covered by the second party's insurance. Under no circumstances shall either party be liable to the other for indirect or consequential damages. Under no circumstance shall BGL be responsible for any damages, loss, costs or expenses suffered, incurred or sustained by PGR in respect of financial contracts including without limitation contracts with respect to the purchase and/or sale of foreign currency whether losses are the result of exchange rate fluctuations or otherwise, entered into in good faith by BGL on behalf of PGR or otherwise for the purposes of this agreement. Notwithstanding subsection 9(a) but subject to subsection 9(b), PGR hereby indemnifies and agrees to hold BGL harmless from and against any and all claims, demands, suits, actions, losses, damages and liability of whatsoever nature arising directly or indirectly out of the performance <PAGE> -8- or purported performance of services or other obligations under this agreement by BGL or its employees, agents or contractors, except only as and to the extent the same arise directly from the gross negligence or willful misconduct of or the willful and intentional breach of this agreement by BGL or its employees or agents. PGR will indemnify BGL as aforesaid in respect of claims by and liability to anyone sustained by BGL by reason of anyone relying on information furnished by or purporting to be furnished by PGR to BGL for the purposes of this agreement. PGR will also bear all risk and will indemnify BGL as aforesaid in respect of claims by and liability to anyone sustained by BGL by reason of BGL, its employees or agents acting or admitting to act on instructions and authorization of PGR or accepted by BGL in good faith as being made with the authority of PGR.
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Losses and Liabilities. (i) losses, costs, damages, expenses and charges (including all penalties, assessments and fines) which such Party suffers, sustains, pays or incurs directly or indirectly, in connection with such matter and includes costs of legal counsel (legal fees and disbursements on a full indemnity basis) and other professional advisors and reasonable costs of investigating and defending Claims arising from the matter, regardless of whether such Claims are sustained and includes Taxes payable on any settlement payment or damage award in respect of any such matter, and (ii) liabilities and obligations (whether under common law, in equity, under applicable statutory or any other law; whether tortious, contractual, vicarious, statutory or otherwise; whether absolute or contingent; and whether based on negligence, breach of trust, strict liability or any other theory of liability) which such Party suffers, sustains, pays or incurs directly or indirectly, as a result of or in connection with any such matter, including any and all incidental, consequential, exemplary, special or punitive losses or damages, loss of profits and economic loss suffered, sustained, paid or incurred by such Party;
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Losses and Liabilities. (a) Neither party (the "first party") shall be liable to the other party (the "second party") for any losses or liabilities sustained or incurred by the second party, except such losses and liabilities as may result from the first party's gross negligence or willful misconduct or from the willful and intentional breach by the first party of one or more of the provisions of this Agreement, and then only to the extent that such losses and liabilities are not covered by the second party's insurance. Under no circumstances shall either party be liable to the other for indirect or consequential damages. (b) Notwithstanding paragraph 7(a), Solitario hereby indemnifies and agrees to hold Crown harmless from and against any and all claims, demands, suits, actions, losses, damages and liability of whatsoever nature arising directly or indirectly out of the performance or purported performance of services or other obligations under this Agreement by Crown or its employees, agents or contractors, except only as and to the extent the same arise directly from the gross negligence or willful misconduct of or the willful and intentional breach of this Agreement by Crown or its employees or agents. (c) Each party shall cause its relevant insurance policies to be endorsed to waive all rights of subrogation against the other party with respect to any act or omission or loss done, omitted or arising directly or indirectly from the performance or purported performance of any service or obligation by either party or its employees, agents or contractors under this Agreement.
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Losses and Liabilities. 5 1.21 Mortgage........................................................................................5 1.22 Parcel or Parcels...............................................................................5 1.23
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Related to Losses and Liabilities

  • Refund Liabilities 8.4.1 The State shall be liable for interest on refunds from the date the refund is credited to a State account until the date the refund is debited from the State account for program purposes. The State shall apply a $50,000 refund transaction threshold below which the State shall not incur or calculate interest liabilities on refunds. A transaction is defined as a single deposit. 8.4.2 For each refund, the State shall maintain information identifying: (1) date a refund is credited to a State account (2) date of the subsequent deposit of Federal funds against which the refund is offset

  • Taxes and Liabilities The Company shall pay when due all material taxes, assessments and other liabilities except as contested in good faith and by appropriate proceedings and for which adequate reserves in conformity with GAAP have been established.

  • Losses After giving effect to the special allocations in Section 3.3 and 3.4 hereof, Losses for any Fiscal Year shall be allocated among the Unit Holders in proportion to Units held.

  • Litigation and Liabilities There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

  • 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.