LIABILITIES AND INDEMNITY Clause Samples
The Liabilities and Indemnity clause defines the responsibilities of each party for losses, damages, or claims arising from the agreement and sets out the circumstances under which one party must compensate the other. Typically, this clause outlines what types of damages are covered, any limitations on liability, and the process for making indemnity claims, such as requiring prompt notification and cooperation. Its core function is to allocate risk between the parties, ensuring that financial responsibility for certain events is clearly assigned and helping to prevent disputes over who bears the cost of potential losses.
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LIABILITIES AND INDEMNITY. 5.1 In the event of any claim or proceeding in respect of personal injury made or brought against the Trust by a Clinical Trial Subject, the Sponsor shall indemnify the Trust, its servants, Agents and employees in accordance with the terms of the indemnity set out at Appendix 4 hereto.
5.2 Nothing in this clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence of that Party or its servants, Agents or employees or to restrict or exclude any other liability of any Party which cannot be so restricted or excluded in law. The CRO expressly disclaims any liability in connection with the Investigational Medicinal Product caused by or allegedly caused by the use or misuse of the Investigational Medicinal Product other than liability for death, personal injury or loss of or damage to property which liability is the result of negligence on the part of the CRO.
5.3 In no circumstances shall any Party be liable to another Party in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party.
5.4 Subject to clauses 5.2 and 5.5, the Trust's liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Trust in connection with the performance of the Clinical Trial shall in no event exceed in total the amount of fees payable by the Sponsor or CRO to the Trust under this Agreement. In the case of equipment loaned to the Trust for the purposes of the Clinical Trial, the Trust’s liability arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment.
5.5 In respect of any wilful and/or deliberate breach by the Trust, or any breach of clauses 6, 8 and/or 9, the Trust’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed in total twice the value of the contract.
5.6 The Sponsor will take out appropriate insurance cover or will provide an indemnity satisfactory to the Trust in respect of its potential liability under clause 5.1 above and such cover shall be for a minimum of £[…insert amount…] in respect of any one occurrence or series ...
LIABILITIES AND INDEMNITY. 9.1 Liabilities Each party shall assume the responsibility for and will pay all costs and expenses (including reasonable attorneys' fees and expenses of litigation) related to all suits and claims for losses, damage to property, including environmental, and injury or death to any persons, including employees of either, arising out of (a) any failure to strictly adhere to safety instructions, precautions and information provided by the other party and other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials under or resulting from this Agreement or the Research Agreement; (b) any use of information or materials provided under this Agreement, except in reliance on a willful or grossly negligent misrepresentation or act of the other party; or (c) any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. EXCEPT AS SET FORTH IN SECTION 9.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OF SUCH
9.2 Indemnification Each party (the "Indemnifying Party") shall defend the other party and such other party's agents, Affiliates, employees, officers, directors, shareholders and permitted successors and assigns (collectively, the "Indemnified Parties") against any claim made against any or all of the Indemnified Parties by any third party, to the extent that such claim arises out of any negligent, reckless or intentionally wrongful act or omission of the Indemnifying Party or any breach of this Agreement by the Indemnifying Party. The Indemnifying Party shall either settle such claim or pay all damages awarded against any or all of the Indemnified Parties by a court of competent jurisdiction as a result of such claims, but no indemnification shall necessarily be provided for such claim if the particular Indemnified Parties do not notify the Indemnifying Party promptly in writing of the claim, give the Indemnifying Party the exclusive control of the defense and settlement thereof, and provide all reasonable assistance in connection with the defense or settlement thereof, at the Indemnifying Party's expense.
9.3 Abbott Indemnification Abbott shall indemnify, defend and hold harmless RiboGene, its officers, directors, employees, Affiliates, agents, and permitted successors and assigns...
LIABILITIES AND INDEMNITY. 10.1 Neither The Broker, nor its directors, employees, agents or representatives (the “Relevant Persons”) shall under any circumstances whatsoever be liable to the Client (whether under contract, in negligence or otherwise) in the absence of bad faith or willful default of or by the Relevant Persons in respect of any loss, damage, injury sustained or liability incurred by the Client by reason of :
(a) any act, advice, statement (express or implied), default or omission of the Relevant Persons, whether such loss, damage, injury or liability be caused by breach or otherwise by the Relevant Persons or howsoever caused; or
(b) any conditions or circumstances which are beyond the reasonable control or anticipation of the Relevant Persons including but not limited to any delay in transmission of orders due to whatsoever reason, failure of electronic or mechanical equipment, telephone or other interconnection problems, unauthorized use of Access Code, prevailing fast moving market conditions, governmental agency or exchange actions, theft, war, severe weather, earthquakes and strikes; or
(c) The Broker exercising any of its rights conferred by the terms of this Agreement. 何款項、證券和其他財產以償還客戶在任何該等帳戶 或在任何其他方面欠下經紀或渼豐資產管理的任何債 務，包括任何未過期之定期的或有關證券交易（包括 交易所買 賣的期權）的貸款或通融下的債務，或經 紀應客戶的 要求作出或承擔的任何擔保或彌償或任 何其他文據下 的債務，不論該等債務是現在或將來 的、實質或或有 的、基本的或附帶的及共同或各別的。
LIABILITIES AND INDEMNITY. 1In the event of any claim or proceeding in respect of personal injury made or brought against the Trust by a Clinical Investigation Subject, the Sponsor shall indemnify the Trust, its servants, agents and employees in accordance with the terms of the indemnity set out at Appendix 4 hereto.
LIABILITIES AND INDEMNITY. 1In the event of any claim or proceeding in respect of personal injury made or brought against the Board by a Clinical Investigation Subject, the Sponsor shall indemnify the Board, its servants, Agents and employees in accordance with the terms of the indemnity set out at Appendix 5 hereto.
LIABILITIES AND INDEMNITY. 10.1 Neither the Broker and any of its Associates nor its directors, employees, agents or representatives (the “Relevant Persons”) shall under any circumstances whatsoever be liable to the Client (whether under contract, in negligence or otherwise) in the absence of bad faith or wilful default of or by the Relevant Persons in respect of any loss, damage, injury sustained or liability incurred by the Client by reason of:
(A) any act, advice, statement (express or implied), default or omission of the Relevant Persons, whether such loss, damage, injury or liability be caused by breach or otherwise by the Relevant Persons or howsoever caused; or
(B) any conditions or circumstances which are beyond the reasonable control or anticipation of the Relevant Persons including but not limited to any delay in transmission of orders due to whatsoever reason, failure of electronic or mechanical equipment, telephone or other interconnection problems, unauthorized use of Access Code, prevailing fast moving market conditions, governmental agency or exchange actions, theft, war, severe weather, earthquakes and strikes; or
(C) the Broker exercising any of its rights conferred by the terms of this Agreement.
10.2 The Client agrees to indemnify the Relevant Persons against and hold the Relevant Persons harmless from all expenses, liabilities, claims and demands arising out of the following, in the absence of bad faith or wilful default of or by the Relevant Persons:
(A) anything lawfully done or omitted to be done by the Relevant Persons in connection with this Agreement; or
(B) any breach by the Client of its obligations under this Agreement.
LIABILITIES AND INDEMNITY. 18.1 Neither Delta Asia, nor any of its directors, employees, agents or representatives (the “Relevant Persons”) shall under any circumstances whatsoever be liable to you (whether under contract, in negligence or otherwise) in the absence of bad faith or willful default of or by the Relevant Persons in respect of any loss, damage, injury sustained or liability incurred by you by reason of:
(A) any act, advice, statement (express or implied), default or omission of the Relevant Persons, whether such loss, damage, injury or liability be caused by breach or otherwise by the Relevant Persons or howsoever caused; or
(B) any loss or expense incurred by you as a result of or in connection with the transfer to you or the collection or deposit or crediting to any Account of invalid, fraudulent or forged Investment or any entry in any Account which may be made in connection therewith; or
(C) any conditions or circumstances which are beyond the reasonable control or anticipation of the Relevant Persons including but not limited to any delay in transmission of orders due to whatsoever reason, failure of electronic or mechanical equipment, telephone or other interconnection problems, unauthorized use of Access Code, prevailing fast moving market conditions, governmental agency or Exchange actions, theft, war, severe weather, earthquakes and strikes; or
(D) Delta Asia exercising any of its rights conferred by the terms of this Client Agreement; or
(E) any conversion of one currency to another pursuant to, in relation to or arising from this Client Agreement; or
(F) Any inaccuracy or omission from any document prepared by us for, or sent by us to or to the order of, you in connection with any offering of investment; or
(G) We in good faith acting or relying on any Instruction given by you, whether or not such Instruction was given following any recommendation, advice or opinion given by us or by any of our directors, officers, employees or agents; or
(H) Any inability, failure or delay on our part to comply with or carry out any such Instruction or any ambiguity or detect in any such Instruction; or
(I) Any loss or damage suffered by you in connection with any of your Securities, Collateral and other property kept in custody pursuant to Clause 30 or Clause 4.1 in Part III Schedule A - Additional Terms for Margin Account or other part of this Client Agreement unless such loss or damage has been caused as a direct consequence of an act of gross negligence on our part; or
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LIABILITIES AND INDEMNITY. 10.3.1 The Parties expressly understand that the Foreign-owned Enterprise makes no warranty to the Operator with respect to the performance of the Support Services or any assets or whether any assets are suitable for a particular purpose. The Foreign-owned Enterprise expressly waives all warranties, including without limitation the implied warranties of merchantability or fitness for a particular purpose.
10.3.2 The Operator agrees to indemnify the Foreign-owned Enterprise against any and all liabilities, obligations, losses, damages, fines, penalties, judgments, court costs, expenses, and expenditures that may be incurred by, imposed to or alleged against the Foreign-owned Enterprise arising from or in connection with: (i) any false statement in the representations or warranties made by the Operator in Article 5.1 hereof; or (ii) any breach of any undertaking, warranty, or agreement hereunder by the Operator, and loss of profits that should have been earned by performance of this Agreement.
10.3.3 Without prejudice to Articles 10.3.1 and 10.3.2 hereof, the liability to be assumed by either Party under this Agreement to the other Party for the losses, Expenses, claims, damages, liabilities, or expenditures, in connection with or arising from any negligence or delay in the performance of this Agreement, as may be incurred by the other Party shall be limited to direct damages or losses actually incurred and shall not include loss of profits and consequential or indirect losses.
LIABILITIES AND INDEMNITY. Nothing in this clause 4 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence of that Party or its employees, students, consultants and subcontractors, including researchers, or to restrict or exclude any other liability of any Party which cannot be so restricted in law. Subject to clauses 4.3, 4.4, 4.5, 4.6, 4.7 and 4.8 the Sponsor shall indemnify and keep the NHS Organisation and its employees, students, consultants and subcontractors, including researchers, indemnified against any claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the NHS Organisation: Undertaking the Study in accordance with the Protocol; and/or Preparing, manufacturing or assembling any medicinal product, medical device or other equipment in accordance with the Protocol or other written instructions of the Sponsor, where such instructions differ from the instructions of the manufacturer. The indemnity shall only apply if the NHS Organisation:
LIABILITIES AND INDEMNITY. 22.1 Save where required by any applicable law or regulation otherwise, in holding or receiving Securities or any other assets or property for the Client or providing any service to the Client under this Client Agreement, neither KGI Asia nor any nominee or agent of KGI Asia shall be acting as trustee for the Client or any other person and KGI Asia shall have no trust or other obligation in respect of any defect in ownership or title of the same.
22.2 Without prejudice to Clause 8.18 of this Part A of the Client Agreement, KGI Asia does not guarantee gains or profitability to the Client, and shall not be liable for the management of or any loss or diminution in the value of any Securities or other financial products of a relevant Transaction.
22.3 KGI Asia is under no duty to examine or verify the validity of the ownership of or title to any Securities and shall not be liable in respect of any defect in such ownership or title.
22.4 Where applicable, the Client shall be liable for any taxes or duties payable or to be withheld on or in respect of any Securities or other financial products or in connection with any Transactions in accordance with the maximum withholding tax rate or any other withholding tax rate as determined by KGI Asia from time to time and none of KGI Asia, any of its agents, nominees or delegates, nor any of its market information providers shall be liable for any of the foregoing. In the event that KGI Asia becomes aware or determines that any taxes or duties (or any part thereof) payable or in respect of any income, proceeds, interest or distribution which has/have already been credited to the Account shall have been withheld or paid, KGI Asia shall be authorized to collect from the Client and the Client shall agree to pay to KGI Asia such taxes or duties (or any part thereof).
22.5 It is the Client’s sole responsibility to handle and/or fulfill any local, overseas or worldwide tax issues, liabilities and/or obligations under all applicable Market Requirements (including, without limitation, tax reporting, filing relevant tax return(s), paying any applicable tax and dealing with any application for tax reclaim arrangement) arising from or in connection with trading, holding, disposing of or otherwise dealing with Securities or investments via KGI Asia. The Client must seek independent professional advice from its own tax advisors to determine its tax position, liabilities and obligations in relation to the relevant Securities or invest...