AND LIABILITY Sample Clauses
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:
(a) death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods ▇▇▇ ▇▇▇▇ and by section 2 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇ (title and quiet possession);
(d) breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods ▇▇▇ ▇▇▇▇ and sections 3, 4 and 5 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇ (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection ▇▇▇ ▇▇▇▇.
AND LIABILITY. The Private Party's indemnities to the CoT
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.
14.2 Except as otherwise expressly provided in ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ shall indemnify, defend and hold Impax, its Affiliates, and their respective officers, directors, employees, and representatives harmless from and against any and all 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 Teva (or its Affiliates) of any representation, warranty, undertaking or covenant hereunder; (b) any negligence or willful misconduct by Teva (or its Affiliates); (c) any defect contained in a Product manufactured by Teva, it Affiliates or any third party on its behalf; or (d) any claim of trademark infringement arising from the use by Teva (or its Affiliates) of any of its trademarks in connection with the Products.
14.3 In the event that in determining the respective obligations of indemnification under Section 14, it is found that the fault of Impax, Teva or their respective Affiliates, contributes to any Damages relating to the Products supplied and/or distributed or sold hereunder, then each of Impax and Teva shall be responsible for that portion of the Damages to which its fault contributed.
14.4 As soon as a Party becomes aware of the possibility of a claim involving indemnification under this Section 14, the indemnified Party shall give the indemnifying Party prompt written notice in writing and shall permit the indemnifying Party to have control over the defense of such claim or suit. The indemnified Party agrees to provide all reasonable information and assistance to the indemnifying Party in suc...
AND LIABILITY. 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.
AND LIABILITY. LICENSEE ACKNOWLEDGES AND AGREES THAT THE APPLICATION IS PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE HEREBY DISCLAIMED. LICENSEE ACKNOWLEDGES AND AGREES THAT THE APPLICATION MAY NOT MEET LICENSEE’S REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION AND/OR USE OF APPLICATION MAY BE INTERRUPTED, THAT ANY ERRORS MAY REMAIN UNCORRECTED, AND THAT THE APPLICATION MAY NOT BE COMPATIBLE WITH CERTAIN INFORMATION SYSTEMS. LICENSOR IS NOT RESPONSIBLE FOR ANY SOFTWARE INSTALLED OR USED BY LICENSEE OR THIRD PARTY USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, SPECIAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, TRANSMISSION OF MALICIOUS PROGRAMS OR CODE, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING FROM OR RELATED TO LICENSEE’S USE OR INABILITY TO USE THE APPLICATION (INCLUDING ANY SUPPORT SERVICES), REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR
(1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
AND LIABILITY. The Software and the accompanying materials are provided without warranty of any kind, expressed or implied, and the Licensee agrees to receive such goods as delivered. Bas- tarda Type shall not make any kind of adaptation for a par- ticular and commercial purpose without prior discussion with BT. The total risk in terms of the quality and performance of the acquired software lies with you. Bastarda Type does not guarantee that the contained functions in the software comply with your requirements or that the operation of the software will not be interrupted or there will not be any error. Bas- tarda Type shall not be liable for any direct, indirect, con- sequential, or incidental damage (including loss of business profits, business interruption, loss of business information, etc.) arising from the use or inability to use the software.
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.
6.2 If, at any time, any Products produced hereunder shall be found whether on testing by Custom or BCL prior to dispatch or by the Customer upon receipt, not to comply with the above warranty then, save as otherwise expressly provided herein, Custom’s sole liability for the breach of such warranty shall be, at the option of BCL either:
6.2.1 to pay to BCL a sum equivalent to the full price of the Products concerned to the Customer (including duty and freight, where appropriate); or
6.2.2 to replace such non-compliant Products at Custom’s sole cost (including any payment for late delivery pursuant to Clause 6.4 where relevant). Custom shall be entitled to use the Equipment and the Key Personnel for such purpose but such use must in no way delay or prevent the fulfilment of other orders or production requirements received from BCL. Custom shall purchase the necessary Raw Materials at its own cost and shall reimburse to BCL the shift rate of each of the Key Personnel engaged for each shift spent in producing such replacement Products together with the ▇▇▇▇ up charged in relation thereto. All costs of carriage to the Customer shall also be borne by Custom. For the avoidance of doubt, any overtime charges incurred as a result of such replacement shall be borne entirely by Custom.
6.3 In respect of any claim by an unaffiliated third party (“Third Party Claim” which shall, for the avoidance of doubt include any claim by Customers) relating to Products supplied hereunder, Custom shall indemnify, defend and hold BCL harmless from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including the cost of settlement, reasonable legal and accounting fees and any other expenses for investigating or defending any actions or threatened actions) directly arising out of or directly resulting from any such Third Part...
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.