Breach and liability Sample Clauses

Breach and liability. 8.1 The Main Agreement’s regulation of breach of contract and the consequences hereof shall apply equally to this Data Processor Agreement as if this Data Processor Agreement is an integrated part hereof.
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Breach and liability. 9.1 The Data Processor is not liable for non-delivery or delay of the Agreement in so as its delivery will be in violation of the modified Instruction or delivery in accordance with the modified Instruction is impossible. This may, for example, be the case, (i) where the modifications cannot be technically, practically or legally implemented, or (ii) where the Data Controller explicitly states that the modifications must apply 6 before implementation is possible.
Sample 1Sample 2
Breach and liability. The Main Agreement’s regulation of breach of contract and the liability of each party under this Data Processing Agreement is subject to the exclusions and limitations of liability set out in the “Main Agreement” the consequences hereof shall apply equally to this Data Processing Agreement as if this Data Processing Agreement is an integrated part hereof. You agree that any regulatory penalties or claims by data subjects or others incurred by BlogVault in relation to Your Controlled Data that arise as a result of, or in connection with, your failure to comply with your obligations under this Data Processing Agreement or EU Data Protection Law shall reduce BlogVault’s maximum aggregate liability to you under the “Main Agreement” in the same amount as the fine and/or liability incurred by us as a result.
Sample 1Sample 2
Breach and liability. 7.1 A Receiving Party shall indemnify and hold harmless the Disclosing Party in full for any damages, which may be caused by the disclosure of the Information of such Receiving Party or its Representatives due to a breach of the terms and conditions of this Agreement.
Sample 1Sample 2
Breach and liability. If there is more than one Customer, the Customers are jointly and severally liable for performance of this Agreement. If Customer breaches this Agreement, whether by a failure to pay, revocation of assignment of rebates, refusal to permit access to the ASD System, move other than as permitted hereunder, breach of Customer confirmations, representations, acknowledgements, or warranties, termination after the cancellation period, or other breach of this Agreement, or damages the ASD System, or causes harm to ASD, Customer shall pay ASD all damages associated with same, including lost profits, all lost Incentives, collection costs, legal costs and reasonable attorney fees. Customer understands and agrees that any breach by Customer may result in damages to ASD well in excess of the amounts Customer is required to pay under this Agreement because a breach may result in ASD losing depreciation rights or having to repay lost Incentives that were taken into account in offering Customer a lower lease rate than ASD would otherwise have offered. If ASD breaches this Agreement, ASD shall pay damages associated with such breach, including legal costs and reasonable attorney fees. The insolvency, bankruptcy, or making a petition for the benefit of creditors of either party shall be deemed a breach entitling the other party to all remedies available at law. In the event of Customer’s failure to pay invoices when due, Customer’s insolvency, or Customer’s other breach of this Agreement, ASD may, in addition to the above right to damages and legal costs, repossess and/or shut off the ASD System. In the event of repossession, Customer shall be liable for all damages less any net proceeds ASD may receive from the sale of the ASD System, such sale to be at fair market value. Neither party is liable to the other except for breach of this Agreement. ASD shall not be responsible for paying for electricity used during any repair/replacement period. No party shall be liable for punitive damages. In no event shall either party be liable to the other for more than the Cap plus legal costs and reasonable attorney fees. ASD may use self-help to repossess or turn off the ASD System in the event of Customer’s breach but will not breach the peace in so doing. Except as set forth below, ASD is not liable to Customer for any effect that the ASD System or the installation of it may have on Customer’s Roof or on any warranties Customer may have on Customer’s Roof. Customer understands that: ...
Sample 1
Breach and liability. (a) Each Recipient acknowledges and confirms that, as between the parties, ownership of the Confidential Information, including all Intellectual Property Rights therein, remains vested in and under the control of the Discloser or its licensors, and no licences or rights are granted or assigned (other than to the extent expressly separately agreed in writing by relevant par- ties).
Sample 1
Breach and liability. With the term of this Agreement, if Party A fails to cooperate with Party B exclusively due to the fault of Party A, Party A shall pay to Party B the residual value of the Engine (RMB 14,000 Yuan/per Engine). Party A shall continue to use the Engine. The residual value of the Engine is calculated as follows: Residual Value = the value of the Engine * (8 – n) / 8 n is the number of years of cooperation when this Agreement is terminated and n is less or equal to 8 (years). Party B Breaches. If due to the fault of Party B, Party B fails to maintain or upgrade the Engine so that the service fails to run properly, Party shall pay liquidated damages to Party A for each such occurrence. Liquidated damages shall be 1,000 RMB Yuan per occurrence; If such occurrence exceeds three times (inclusive), Party A may terminate this Agreement free of any liability in addition to be paid the liquidated damages. Party B represents and warrants that the Engines it provided and any related softwares do not infringe upon the intellectual property or any other rights of any third party; if Party A is to be sued by a third party or involved in litigation due to the above reasons, Party B shall answer such lawsuits or participate in such litigation on behalf of Party A using its own expenses and shall reimburse Party A for any and all damages and expenses suffered therefore.
Sample 1
AutoNDA by SimpleDocs
Breach and liability 
Sample 1Sample 2Sample 3See All (7)

Related to Breach and liability

  • 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.

  • Breach Liability 7.1 Subject to provisions under Section 4 of this Agreement, Party B and Party C shall jointly and severally indemnify and hold harmless Party A and any of its shareholders, directors, employees, affiliates, agents, successors and trustees from any claim, harm, expenses, indemnities, liabilities, fines or any other loss or damages arising from:

  • 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.

  • 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.

  • 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.

  • 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.

  • 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).

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages.

  • Duty and Liability of the Escrow Agent The sole duty of the Escrow Agent shall be to receive Investor Funds and hold them subject to release, in accordance herewith, and the Escrow Agent shall be under no duty to determine whether the Company or the Dealer Manager is complying with requirements of this Agreement, the Offering or applicable securities or other laws in tendering the Investor Funds to the Escrow Agent. No other agreement entered into between the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof, including specifically but without limitation any Offering Documents (including the subscription agreement and exhibits thereto), and the Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any Offering Document (including the subscription agreement and exhibits thereto) or other agreement between the Company and any other party. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. Concurrent with the execution of this Agreement, the Company and the Dealer Manager shall deliver to the Escrow Agent an authorized signers form in the forms of Exhibit C and Exhibit C-1 to this Agreement. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel of its own choice with respect to any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of loss. The Escrow Agent is acting solely as escrow agent hereunder and owes no duties, covenants or obligations, fiduciary or otherwise, to any other person by reason of this Agreement, except as otherwise stated herein, and no implied duties, covenants or obligations, fiduciary or otherwise, shall be read into this Agreement against the Escrow Agent. If any disagreement between any of the parties to this Agreement, or between any of them and any other person, including any Investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. If any controversy should arise with respect to this Agreement the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. The parties agree that the Escrow Agent has no role in the preparation of the Offering Documents (including the subscription agreement and exhibits thereto) and makes no representations or warranties with respect to the information contained therein or omitted therefrom. The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Offering Documents (including the subscription agreement and exhibits thereto) or the issuance, offering or sale of the Securities. The Escrow Agent shall have no duty or obligation to monitor the application and use of the Investor Funds once transferred to the Company, that being the sole obligation and responsibility of the Company.

  • Liabilities for Breach of Contract If any Party to this Agreement fails to, according to the provisions of this Agreement, appropriately and fully perform its obligations, such Party shall be liable for breach of contract. Any damages and costs incurred by the non-breaching Party, due to a breach of contract by the breaching Party, shall be paid by the breaching Party to the non-breaching Party.

Time is Money Join Law Insider Premium to draft better contracts faster.