Common use of Limitation Clause in Contracts

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 85 contracts

Samples: Placement Agency Agreement (Ascent Solar Technologies, Inc.), Placement Agency Agreement (Ascent Solar Technologies, Inc.), Placement Agency Agreement (Ascent Solar Technologies, Inc.)

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Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily exclusively from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 28 contracts

Samples: Personal and Confidential (Volcon, Inc.), Personal and Confidential (Applied UV, Inc.), Personal and Confidential (Jeffs' Brands LTD)

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s 's actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily from such Indemnified Person’s 's gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 22 contracts

Samples: Underwriting Agreement (Scopus BioPharma Inc.), Underwriting Agreement (SeqLL, Inc.), Underwriting Agreement (Guardion Health Sciences, Inc.)

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s 's actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily exclusively from such Indemnified Person’s 's gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 12 contracts

Samples: Underwriting Agreement (Tonix Pharmaceuticals Holding Corp.), Underwriting Agreement (Intellipharmaceutics International Inc.), Underwriting Agreement (Oculus Innovative Sciences, Inc.)

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreementengagement letter, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily exclusively from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 9 contracts

Samples: AgEagle Aerial Systems Inc., SciSparc Ltd., EZGO Technologies Ltd.

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily from such Indemnified Person’s (x) gross negligence or willful misconduct in connection with any such advice, actions, inactions or servicesservices or (y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Securities which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct.

Appears in 4 contracts

Samples: Placement Agency Agreement (EZGO Technologies Ltd.), Placement Agency Agreement (EZGO Technologies Ltd.), Placement Agency Agreement (WiMi Hologram Cloud Inc.)

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily from such Indemnified Person’s gross negligence negligence, bad faith or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 3 contracts

Samples: Placement Agency Agreement (Cesca Therapeutics Inc.), Placement Agency Agreement (Cesca Therapeutics Inc.), Placement Agency Agreement (PARETEUM Corp)

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreementplacement agent agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily exclusively from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 3 contracts

Samples: Personal and Confidential (Bynd Cannasoft Enterprises Inc.), Sunshine Biopharma, Inc, Sharps Technology Inc.

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services Services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services Services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily exclusively from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or servicesServices.

Appears in 1 contract

Samples: Placement Agency Agreement (HiTek Global Inc.)

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Warrant Solicitation Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 1 contract

Samples: Warrant Solicitation Agreement (Cel Sci Corp)

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Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 1 contract

Samples: TuanChe LTD

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily exclusively from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.. Progressive Care Inc.

Appears in 1 contract

Samples: Placement Agency Agreement (Progressive Care Inc.)

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreementengagement letter, the transactions contemplated thereby or any Indemnified Person’s 's actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily exclusively from such Indemnified Person’s 's gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 1 contract

Samples: PARETEUM Corp

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily exclusively from such Indemnified Person’s gross negligence negligence, fraud, or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 1 contract

Samples: Personal and Confidential (Greenland Technologies Holding Corp.)

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort tort, for an act of negligence or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 1 contract

Samples: Placement Agency Agreement (Luokung Technology Corp.)

Limitation. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities (and related Expenses) of the Company have resulted primarily exclusively from such Indemnified Person’s gross negligence negligence, fraud or willful misconduct in connection with any such advice, actions, inactions or services.

Appears in 1 contract

Samples: Meten Holding Group Ltd.

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