TO THE FULLEST EXTENT PERMITTED Clause Samples

The "To the fullest extent permitted" clause serves to maximize the application of a contract's terms within the boundaries allowed by law. In practice, this clause is often used to extend indemnities, limitations of liability, or waivers as far as legally possible, ensuring that if any part of the provision is unenforceable, the remainder still applies to the greatest extent allowed. Its core function is to protect the intent of the parties by ensuring that contractual protections or obligations are upheld as much as the law permits, thereby reducing the risk that a provision will be invalidated entirely due to legal restrictions.
TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE MANDATORY LAW, THE LICENSOR HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FOR THE USE OR THE PERFORMANCE OF THE LYNRED ATI FIRMWARE INCLUDING BUT NOT LIMITED TO ANY LIABILITY IN CONTRACT, TORT, OR OTHERWISE, WHATEVER THE CAUSE THEREOF, LIABILITY FOR ANY LOSS OF PROFIT, LOSS OF DATA, BUSINESS OR GOODWILL OR ANY DIRECT, INDIRECT, SPECIAL, MATERIAL, IMMATERIAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE COST, DAMAGES OR EXPENSE OF ANY KIND, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT EVEN IF SUCH CONTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING IN CASE OF CLAIM WITH RESPECT TO THIRD PARTY IP RIGHTS. IN NO EVENT THE LIABILITY OF LICENSOR, ITS LICENSORS’ OR THEIR RESPECTIVE DIRECTORS’, OFFICERS’ OR EMPLOYEES’, IN AGGREGATE FOR ALL CLAIMS MADE AGAINST LICENSOR IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING CLAIM WITH RESPECT TO THIRD IP RIGHTS SHALL BE GREATER THAN ONE (1) EURO. LICENSEE AKNOWLEDGE THAT THESE LIMITATIONS ARE REASONABLE, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY IN ANY CASE OF LIABILITY.
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TO THE FULLEST EXTENT PERMITTED. BY LAW, THE SERVIE PROVIDER SHALL INDEMNIFY, DEFEND (WITH COUNSEL OF THE COUNTY'S CHOSING), AND HOLD HARMLESS THE COUNTY, AND THE COUNTY'S EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, OFFICERS, AND DIRECTORS (COLLECTIVELY "THE INDEMNITEES") AND SHALL ASSUME ENTIRE RESPONSIBILTY AND LIABLITY (OTHER THAN AS A RESULT OF INDEMNITEE'S NEGLIGENCE OR WILLFUL MISCONDUCT) FOR ANY CLAIN OR ACTION BASED ON OR ARRISING OUT OF THE PERSONAL INJURY, OR DEATH, OF ANY EMPLOYEE OF THE SERVICE PROVIDER, OR OF ANY SUBCONTRACTOR, OR OF ANY OTHER ENTITY FOR WHOSE ACTS THEY MAY BE LIABLE, WHICH OCCURRED OR WAS ALLEGED TO HAVE OCCURRED ON THE WORKSITE OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION, OR BENEFITS PAYABLE UNDER INSURANCE POLICES, WORKERS COMPENSATION ACTS, DISABILITY BENEFITS ACTS, OR OTHER EMPLOYEES BENEFIT ACTS.
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TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE LAW AND EXCEPT AS A RESULT OF COMMON LAW FRAUD, NEITHER BUYER NOR SELLER SHALL BE LIABLE TO THE OTHER, OR THEIR AFFILIATES, FOR ANY CLAIMS, DEMANDS OR SUITS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR MULTIPLE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR INCOME, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY (WHETHER OR NOT FORESEEABLE AT THE EXECUTION DATE), CONNECTED WITH OR RESULTING FROM ANY BREACH OF THIS AGREEMENT, OR ANY ACTIONS UNDERTAKEN IN CONNECTION HEREWITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES WHICH ARE BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), BREACH OF WARRANTY, STRICT LIABILITY, STATUTE, OPERATION OF LAW OR ANY OTHER THEORY OF RECOVERY.
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TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE LAW, AND SUBJECT TO SECTION 11.1(a), THE PROVISIONS OF THE INDEMNIFICATION PROVIDED IN THIS SECTION 11.1 ARE INTENDED BY THE PARTIES TO APPLY EVEN IF SUCH PROVISIONS HAVE THE EFFECT OF EXCULPATING THE INDEMNITEE FROM LEGAL RESPONSIBILITY FOR THE CONSEQUENCES OF SUCH PERSON’S NEGLIGENCE, FAULT OR OTHER CONDUCT.
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TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE LAW AND EXCEPT FOR LIABILITIES ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, DATA, PROFITS, OR USE OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS, SERVICES OR OTHER GOODS), ARISING OUT OF OR RELATING TO THE UNIT 42 SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT EACH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
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TO THE FULLEST EXTENT PERMITTED. BY LAW, GUARANTOR HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
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TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE LAW, EACH GUARANTOR HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY, THE CREDIT AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF THE AGENT, THE SYNDICATION AGENT, THE DOCUMENTATION AGENT, THE ALTERNATE CURRENCY AGENT OR ANY BANK IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF. EXECUTED as of the day and year first written above. GUARANTORS: ---------- ____________________________________________, a ________ corporation By:__________________________________________ Name:_____________________________________ Title:____________________________________ Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Phone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: General Counsel L/C Application for Standby Letters of Credit --------------------------------------------- [LOGO OF CHASE BANK OF TEXAS] APPLICATION AND AGREEMENT FOR IRREVOCABLE STANDBY LETTER OF CREDIT [_] WITHOUT RENEWALS [_] WITH RENEWALS Renewable until ____________ FOR BANK USE ONLY Latest date To: CHASE BANK OF TEXAS, NATIONAL ASSOCIATION ▇.▇. ▇▇▇ ▇▇▇▇ Date: L/C No.: -------------------------------------------- ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Applicant No.: -------------------------------------------- Date of this Application ________________ Beneficiary No.: -------------------------------------------- Advising Bank No.: -------------------------------------------- Gentlemen: The undersigned Applicant(s) hereby request(s) you to establish an irrevocable Standby Letter of Credit as set forth below in such language as you may deem appropriate, with such variations from such terms as you may in your discretion determine are necessary and are not materially inconsistent with this Application and Agreement, and forward the same by: [_] Cable/telex (full details) [_] Airmail [_] Brief Cable/telex [_] Other _______________________________ [_] Through our correspondent for delivery to the beneficiary or advised through _________________________________________________ [_] Directly to beneficiary All banking charges other than the issuing Bank's are for [_] Beneficiary [_] Applicant(s) ___________________________________________________________________________________________________________________________________ Liability of on Behalf of (as to appear on Letter of Cr...
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TO THE FULLEST EXTENT PERMITTED. BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE $MANIA TOKENs ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENs (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENs ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT- FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND
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Related to TO THE FULLEST EXTENT PERMITTED

  • Indemnify and Hold Harmless To the extent permitted by law, Contractor shall hold harmless, defend at its own expense, and indemnify Solano County Water Agency, its directors, officers, employees, and authorized volunteers, against any and all liability, claims, losses, damages, or expenses, including reasonable attorney’s fees and costs, arising from all acts or omissions of Contractor or its officers, agents, or employees in rendering services under this contract; excluding, however, such liability, claims, losses, damages or expenses arising Solano County Water Agency’s sole negligence or willful acts.

  • Indemnify The Recipient will indemnify and hold harmless the Indemnified Parties from and against any Loss and any Proceeding, unless solely caused by the gross negligence or wilful misconduct of the Indemnified Parties.

  • Indemnification/Hold Harmless As a separate and independent covenant from CONTRACTOR’s obligations under Section 22 hereof, CONTRACTOR shall indemnify, protect, defend with counsel acceptable to the CITY, and hold CITY and CITY’s officers, employees, agents, and volunteers harmless and free from any and all claims, liabilities, or expenses, including attorney’s fees, arising out of or relating to any negligent act, negligent omission, or wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), related in any way to CONTRACTOR’s performance of its services pursuant to this Agreement. In the event CITY and/or any of CITY’s officers, employees, agents, or volunteers are named in any lawsuit, or should any claim be made against it or any of them by lawsuit or otherwise arising out of or relating to such negligent act, negligent omission, wrongful conduct, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), CONTRACTOR shall indemnify them for any judgment rendered against them for such negligent act, negligent omission, wrongful act, or any loss, damage, or injury (including, but not limited to, death or other injury that is sustained from any communicable disease), any sums paid out in settlement or otherwise, and all costs incurred by them in their defense, including but not limited to attorney’s fees. ▇▇▇▇▇▇▇▇▇▇ also understands and agrees that it is being employed to perform the services provided for by this Agreement because of CONTRACTOR’s professed expertise and experience in performing such services. In addition, CONTRACTOR understands and agrees that while CITY or CITY’s officers, employees, agents, or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement except as otherwise expressly provided for by this Agreement. As a consequence, CONTRACTOR waives any right of contribution against CITY or any of CITY’s officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONTRACTOR pursuant to this Agreement. CONTRACTOR’s obligations under this Section of the Agreement shall survive the termination of the Agreement.

  • Save Harmless The Union shall indemnify and save harmless the Employer against any and all claims, demands, suits, or other forms of liability that may arise by reason of compliance with the terms of this Section.