AND LIABILITY Sample Clauses

AND LIABILITY. 6.1 Custom warrants that the Products manufactured will, at the time of delivery to the Customer meet the Specification in all respects and be produced to cGMP standards and free from defects in manufacture. Custom shall provide suitably qualified Quality Control and Quality Assurance personnel (including adequate Qualified Persons) and laboratory testing facilities to carry out batch testing in accordance with the relevant Technical Agreement for each type of Product to ensure that the Products are fully in accordance with the Quality Control and Quality Assurance requirements itemised in the relevant Technical Agreement.
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AND LIABILITY. We will pay for any losses which you suffer which arise as a result of us infringing this Agreement, provided that your losses are a foreseeable result of us infringing this Agreement. Except for indirect losses such as those listed below, losses are foreseeable where they could be reasonably contemplated by both of us at the time we both sign this Agreement. We will not pay for any indirect losses which are not reasonably foreseeable by both of us. Indirect losses include: economic loss or other loss of use; loss of turnover, profits, anticipated profits, revenue, business or goodwill: and business interruption. We do not exclude or limit in any way our liability for:
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AND LIABILITY. After the first year of this Lease, the Tenant shall pay during the remaining term hereof, as additional rent, a proportionate share of any increase in insurance costs over base year specified in Paragraph 1.10, whether such increase shall be the result of the nature of Tenant's Occupancy, any act or omission of Tenant, requirements of the holder of a mortgage or deed of trust covering the Premises, or increased valuation of the Premises. After receipt by Tenant of a copy of the insurance costs statement or other satisfactory evidence of the amount due, Tenant shall pay any such increase in insurance costs to Landlord together with Tenant's next rental installment, or at Landlord's option twelve (12) monthly installments. Tenant's proportionate share of the increase shall be the percentage of the total square footage of the Complex as set forth in Paragraph 1.2. If an insurance cost increase comes before the end of the first year of this Lease or, if the term of this Lease shall not expire concurrently with the expiration of the period covered by such insurance, Tenant shall pay a prorated portion of increase. The proceeds of any such insurance shall be paid to Landlord.
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AND LIABILITY. The Private Party's indemnities to the CoT Subject to 11.3 below, the Private Party shall indemnify and hold the CoT harmless at all times from and against all losses sustained by the CoT in consequence of: any: personal injury to or death of any person whatsoever (“Private Party's Personal Losses Indemnity”); breach of a statutory duty arising under applicable Law (including without limitation and/or, any penalty imposed on the CoT in terms of applicable Law); loss of, or damage to, any property, real or personal of the CoT or any other person whatsoever (including without limitation CoT Assets) or the Private Party’s employees, agents or subcontractors (of any tier) or of any other person whatsoever. (“Private Party Property Losses Indemnity”); or other claim, action, charge, cost, demand or expense (other than any amounts expressed to be payable by the CoT to the Private Party pursuant to any Project Document), (including without limitation, any reasonable legal fees or costs where the Private Party, in terms of Clause below, disputes the claim or conducts all negotiations and court, tribunal or other proceedings in respect of any claim, or any legal fees or costs where the Private Party does not do so) insofar as such personal injury, or breach of a statutory duty or penalty or claim, action, charge, cost, demand or expense loss or damage arises out of or is caused by, the Private Party’s performance or non-performance of this Agreement (including acts or omissions of the Private Party’s employees, agents or subcontractors of any tier in their capacity as such); any breach by the Private Party of any warranties given by the it in this Agreement The Private Party’s liability under this Clause for any claim (a “Relevant Claim”) brought pursuant to the provisions of this Clause 11.1 shall be limited to the amount in respect of which the Private Party is indemnified under the Insurances listed in Schedule 14 [Insurance Policies] against the Relevant Claim; provided that where the Private Party is not indemnified against the Relevant Claim under any of the Insurances listed in Schedule 14 [Insurance Policies] due to the Private Party’s negligence, wilful misconduct or any breach of its obligations in respect to Clause 35 [Insurance] or its obligations in Schedule 14 [Insurance Policies] (“Private Party Insurance Default”), the Private Party shall nevertheless be liable for the Relevant Claim, up to the amount which the Private Party would have been indemnif...
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AND LIABILITY. 14.1 Except as otherwise expressly provided in Section 15, Impax shall indemnify, defend and hold Teva, its Affiliates, and their respective officers, directors, employees, and representatives harmless from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorney's fees and disbursements, (collectively, "Damages") in connection with any and all suits, investigations, claims or demands by third parties resulting from or arising out of: (a) any breach or alleged breach by Impax (or its Affiliates) of any representation, warranty, undertaking or covenant hereunder; (b) events occurring prior to the Effective Date and relating to the Products; (c) any negligence or willful misconduct by Impax (or its Affiliates); or (d) a defect contained in a Product manufactured by Impax, its Affiliates or any third party on its behalf.
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AND LIABILITY a. WE PROVIDE ALL SERVICE(S) ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER LIBERTY, ITS AFFILIATES, EMPLOYEES, AGENTS, NOR CONTRACTORS WARRANT THAT THE COMPANY EQUIPMENT OR SERVICE(S) WILL MEET YOUR REQUIREMENTS, PROVIDE UNINTERRUPTED USE, OR TRANSMIT UNCORRUPTED COMMUNICATIONS. ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, ARE HEREBY DISCLAIMED AND EXCLUDED UNLESS OTHERWISE PROHIBITED OR RESTRICTED BY APPLICABLE LAW.
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Related to AND LIABILITY

  • Risk and Liability 16.1 When receiving the Products at the Take Over Point, the Contractor shall ensure that any and all damage or discrepancies observed are noted and notify ArcelorMittal immediately, but not later than within 6 (six) hours of the Contractor becoming aware of any such damages or discrepancies. The Contractor undertakes not to handle any damaged Products until ArcelorMittal has inspected such damaged Products. ArcelorMittal shall carry out such inspection when it deems it to be necessary.

  • Warranty and Liability Except to the extent prohibited by Applicable Law, Free of Charge Services are provided “as is” without warranties of any kind and in the then-current version made available by us from time to time without support and availability commitments. We are not obliged to offer post- termination assistance. Siemens’ entire liability for all claims, damages, and indemnities arising out of or related to your use of a Free of Charge Service will not exceed, in the aggregate, the amount of EUR 1,000.00 (or the equivalent amount in local currency).

  • Indemnity and Liability Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

  • Responsibility and Liability 5.1 Apple shall have no responsibility for the installation and/or use of any of the Licensed Applications by any end-user. You shall be solely responsible for any and all product warranties, end-user assistance and product support with respect to each of the Licensed Applications.

  • Insurance and Liability 13.1 The Contractor shall pay UNDP promptly for all loss, destruction, or damage to the property of UNDP caused by the Contractor’s personnel or by any of its subcontractors or anyone else directly or indirectly employed by the Contractor or any of its subcontractors in the performance of the Contract.

  • Warranties and Liability 6.1 All warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.

  • Indemnification and Liability A. Neither the Contractor, OSC, nor the State shall be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility or sabotage; act of God; electrical, internet or telecommunications outage that is not caused by the obligated party; or government restrictions, or other force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such force majeure events upon performance of their respective duties under this Agreement. If such event continues for more than 90 days, either party may terminate all or any agreed upon portion of the Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC.

  • Reliance and Liability (a) Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 9.9, (ii) rely on the Register to the extent set forth in Section 1.4, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Credit Party) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

  • 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).

  • Warranties and Liabilities You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.

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