COMPANY LIABILITY AND INDEMNITY Sample Clauses

COMPANY LIABILITY AND INDEMNITY. It shall be noted that the Company will perform transactions in good faith and with proper due diligence but shall not be held liable for any omission, deliberate omission or fraud by any person, firm or company from whom the Company receives instructions for the execution of the client’s orders and/or from which transactions are carried out on behalf of the client, including where this would be the result of negligence, deliberate omission or fraud on the part of the Company. The Company will not be held liable for any lost opportunities by the client that have resulted in either losses or reduction (or increase) in the value of the client’s Financial Instruments. In case the Company incurs any claims, losses, damage, liability or expenses that arise throughout the provision of the services and all related operations that are performed as a means for these services to be performed for the client, as these are agreed in this agreement, the client is fully liable for these losses/expenses/liabilities/claims whereas the Company bears absolutely no responsibility and it is therefore the client’s responsibility to indemnify the Company for the aforementioned. The Company shall not be held liable for any damage caused to the Client as a result of any omission, negligence, deliberate omission or fraud by the bank where the bank account is maintained. The Company shall not be held liable for the loss of Financial Instruments and funds of the client in cases where the client’s assets are kept by a third party such as a bank or for an act, which was carried out based on inaccurate information at its disposal prior to being informed by the client, of any change in the said information. The Company makes every possible effort to ensure that the banks and financial institutions to which the client’s funds and/or Financial Instruments are deposited are of good standing and reputation. However, the Company shall not be held liable in the event of a loss resulting from deterioration of the financial standing of a bank or financial institution, or for an event such as a liquidation, receivership or any other event that causes the bank or financial institution to fail and therefore leads to a loss of all or part of the funds deposited. The Company being a member of the Investors Compensation Fund (the “Fund” or the “ICF”) provides the covered clients with the extra security of receiving compensation from the Fund, for any claims arising from the malfunction on behalf of th...
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COMPANY LIABILITY AND INDEMNITY. 27.1. It shall be noted that the Company and any entity related to the Company, will perform transactions in good faith and with proper due diligence but shall not be held liable for any omission, deliberate omission or fraud by any person, firm or company from whom the Company receives instructions for the execution of the Orders and/or from which transactions are carried out on behalf of you, including where this would be the result of negligence, deliberate omission or fraud on the part of the Company.
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COMPANY LIABILITY AND INDEMNITY. It shall be noted that the Company will perform transactions in good faith and with proper due diligence but shall not be held liable for any omission, deliberate omission or fraud by any person, firm or company from whom the Company receives instructions for the execution of the Client’s Orders and/or from which transactions are carried out on behalf of the Client, including where this would be the result of negligence, deliberate omission or fraud on the part of such third party. The Company will not be held liable for any lost opportunities by the Client that have resulted in either losses or reduction (or increase) in the value of the Client’s Financial Instruments. In case the Company incurs any claims, losses, damage, liability or expenses that arise throughout the provision of the Services and all related operations that are performed as a mean for these Services to be performed to the Client as these are agreed in this Agreement or in relation to the potential disposal of the Client’s Financial Instruments, the Client isfully liable for these losses/expenses/liabilities/claims whereas the Company bears absolutely no responsibility and it is therefore the Client’s responsibility to indemnify the Company for the aforementioned.
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COMPANY LIABILITY AND INDEMNITY. 32.1 Neither the Company, its directors, officers, employees, agents or representatives to the extent permitted by the applicable laws and regulations shall not be liable for any consequential, indirect, incidental or special cost or loss (including loss of profits and trading losses) suffered or incurred by the Client as a result of the Client’s use of the Company’s services as described in this Agreement unless the cost or loss is a result of the Company’s gross negligence, willful default or fraud committed;
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COMPANY LIABILITY AND INDEMNITY. The Company take all reasonable steps to ensure continuity and regularity in the performance of investment services and activities by employing the following systems:
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COMPANY LIABILITY AND INDEMNITY. Neither Company nor any of its shareholders, partners, limited partners, members, directors, managers, officers, employees and other representatives and their attorneys shall be liable for any act, omission, interpretation, construction or determination made in connection with this Agreement. Company shall indemnify and reimburse each of its shareholders, partners, limited partners, members, directors, managers, officers, employees and other representatives and their attorneys with respect to any claim, demand, cause of action, lawsuit, liability, and expense (including attorney’s fees) arising therefrom to the full extent permitted by law.
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COMPANY LIABILITY AND INDEMNITY. Except as provided in Section 2.3 above and Section 2.6 below, the Company shall be responsible for all Federal, state and local income Taxes of the Company and any Tax Affiliate. If the Tax of the Company or any Tax Affiliate is adjusted for any period prior to or including the Distribution Date, the Company shall keep any Tax refund and shall be responsible for the payment of any additional Tax. The Company and each member of the Sealright Consolidated Group (excluding East) shall jointly and severally indemnify East and any of its Affiliates against and hold them harmless from any Pre-Distribution Tax Liability and any liability for fees, costs and expenses (including reasonable attorneys' fees) arising out of or incident to any proceeding before any taxing authority or any judicial authority with respect to an amount indemnified pursuant to this sentence.
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COMPANY LIABILITY AND INDEMNITY. The Company shall indemnify the NPC Group and each member of the Company consolidated group against and hold them harmless from any liability resulting from any Taxes of the Company or any of its Affiliates with respect to any taxable period beginning after the Effective Date and any liability for fees, costs and expenses (including reasonable attorneys' fees) arising out of or incident to any proceeding before any taxing authority or any judicial authority with respect to an amount indemnified pursuant to this sentence.
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Related to COMPANY LIABILITY AND INDEMNITY

  • Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Limitation of Liability and Indemnity (a) Except to the extent of damage resulting from the gross negligence or willful misconduct of only Sublandlord or its Indemnitees (defined below) or, Sublandlord's material default of the provisions of this Sublease beyond any applicable cure period, Subtenant agrees to protect, defend (with counsel reasonably acceptable to Sublandlord) and hold Sublandlord and Sublandlord's lenders, partners, members, property management company, agents, directors, officers, employees, representatives, contractors (except as provided in Subparagraph 7.12(d) herein), successors and assigns and each of their respective partners, members, directors, heirs, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, demands, penalties, costs, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, "Claims") arising from or in any way related to, directly or indirectly, (i) Subtenant's and Subtenant's employees, agents, invitees, guests, representatives and contractors (collectively, "Subtenant's Representatives") use of the Premises, Security System, and other portions of the Project, (ii) the conduct of Subtenant's business at the Premises (iii) any activity, work or thing done, permitted or suffered by Subtenant in or about the Premises, (iv the Premises, Security System, the Alterations or with the Subtenant's property (whether leased or owned or held in bailment) therein, including, but not limited to, any liability for injury to person or property of Subtenant, Subtenant's employees, directors, officers, agents, partners, members, lenders, suppliers, shippers, contractors, customers, invitees, successors and assigns' or third party persons, and/or (v) Subtenant's failure to perform any covenant or obligation of Subtenant under this Sublease. Subtenant agrees that the obligations of Subtenant herein shall survive the expiration or earlier termination of this Sublease.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

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