Disclaimer of Liability; Indemnification. Except as otherwise provided by law, You, ETC or any of Your or ETC’s affiliates shall not be liable for any expenses, losses, damages, liabilities, demands, charges, claims, penalties, fines and excise taxes of any kind or nature (including legal expenses and reasonable attorneys’ fees) (“Losses”) by or with respect to any matters pertaining to My Account, except to the extent that such Losses are actual Losses and are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from Your, ETC’s or any of Your or ETC’s affiliates’ gross negligence or willful misconduct. In addition, I agree that You, ETC and Your or ETC’s affiliates and respective partners, managing directors, officers, directors, employees and agents (collectively, “Indemnified Parties”) shall have no liability for, and I agree to indemnify, defend and hold harmless Indemnified Parties from, all Losses that result from: (i) My or My agent’s misrepresentation or alleged misrepresentation, or act or omission, (ii) Indemnified Parties following My or My agent’s directions or failing to follow My or My agent’s unlawful or unreasonable directions, (iii) any activities or services of the Indemnified Parties in connection with the My Account (including, without limitation, any technology services, reporting, trading, research or capital introduction services), or (iv) the failure by any person not controlled by the Indemnified Parties and their affiliates to perform any obligations to Me. I consent to the use of automated systems or service bureaus by You and ETC and Your and Electronic Transaction Clearing, Inc.’s affiliates in conjunction with My Account, including, but not limited to, automated order entry and execution, record keeping, reporting and account reconciliation and risk management systems (collectively “Automated Systems”). I understand that the use of Automated Systems entails risks, such as interruption or delays of service, errors or omissions in the information provided, system failure and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause substantial damage, expense or liability to Me. I understand and agree that Indemnified Parties will have no liability whatsoever for any claim, loss, cost, expense, damage or liability of Me arising out of or relating to a System Failure. I also agree that Indemnified Parties will have no responsibil...
Disclaimer of Liability; Indemnification. Except as otherwise provided by law, no GS entity shall be liable for any expense, losses, damages, liabilities, demands, charges, claims, penalties, fines and taxes of any kind or nature (including legal expenses and reasonable attorneys’ fees) (“Losses”) by or with respect to any matters pertaining to the Account, except to the extent that such Losses are actual Losses and are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from such GS entity’s gross negligence or willful misconduct. In addition, Client agrees that GS shall have no liability for, and agrees to indemnify and hold GS harmless from, all Losses that result in connection with or related to the Account, this New Account Agreement, any other agreement between GS and Client or from: (a) Client’s or its agent’s misrepresentation, act or omission or alleged misrepresentation, act or omission, (b) GS following Client’s or its agent’s directions or failing to follow Client’s or its agent’s unlawful or unreasonable directions, (c) any activities or services of GS in connection with the Account (including, without limitation, any technology services, reporting, trading, research or capital introduction services) and (d) the failure by any person not controlled by GS to perform any obligations to Client. Client consents to the use of automated systems or service bureaus by GS in conjunction with Client’s Account with GS&Co., including, but not limited to, automated order entry and execution, recordkeeping, reporting and account reconciliation and risk management systems (collectively “Automated Systems”). Client understands that the use of Automated Systems entails risks, such as interruption or delays of service, system failure and errors in the design or functioning of such Automated Systems (collectively, a “System Failure”) that could cause substantial damage, expense or liability to Client. Client understands and agrees that GS will have no liability whatsoever for any claim, loss, cost, expense, damage or liability of Client arising out of or relating to a System Failure. Client also agrees that GS will have no responsibility or liability to Client in connection with the performance or non-performance by any Exchange, market, clearing organization, clearing firm or other third party (including, without limitation, banks and sub-custodians) of its or their obligations relative to any securities or other pr...
Disclaimer of Liability; Indemnification. (a) None of JSD, the Jets or New Meadowlands Stadium Company, LLC (“NMSCO”), or their respective members, officers, owners, managers, directors, employees or agents, shall be liable or responsible for any loss, damage or injury to any person or to any property of Licensee or its guests in or upon the Stadium, its parking areas or elsewhere resulting from any cause whatsoever, including, but not limited to theft and vandalism, except to the extent due to the gross negligence or the willful misconduct of JSD, the Jets or NMSCO.
Disclaimer of Liability; Indemnification. (a) None of JSD, the Jets or New Meadowlands Stadium Company, LLC (“NMSCO”), or their officers, owners, managers, directors, employees or agents, shall be liable or responsible for any loss, damage or injury to any person or to any property of Licensee or its guests (as defined in Section 6(d)) in or upon the Stadium, its parking areas or elsewhere resulting from any cause, including, but not limited to theft and vandalism, except to the extent due to the gross negligence or the willful misconduct of JSD, the Jets or NMSCO, as the case may be. Licensee and its guests hereby assume all risks and dangers incidental to events at the Stadium, whenever or however they occur, including, without limitation, the danger of being injured by balls and other objects, and agree that neither JSD, the Jets, NMSCO, any other sports team or league, nor any other person or entity producing, performing or participating in Stadium events, nor their respective affiliates, agents and assignees, shall be liable for injuries from such causes.
Disclaimer of Liability; Indemnification. Neither County nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by RMV under or in connection with any work, obligation, authority or jurisdiction delegated to, required of, or performed by RMV under this Agreement. It is also understood and agreed that RMV shall fully indemnify, defend with counsel approved in writing by County, and hold County harmless from any liability imposed for injury, as defined by Government Code Section 81 0.8, including attorney 's fees and costs, occurring by reason of anything done or omitted to be done by RMV under or in connection with any work, obligation, authority or jurisdiction delegated to RMV under this Agreement; provided, however, that RMV shall have no responsibility or liability to indemnify, defend and hold County harmless from any liabilities, claims or damages to the extent arising from the gross negligence or willful misconduct of County, its officers, employees, agents or representatives.
Disclaimer of Liability; Indemnification. Neither Party nor any officer, employee agent or representative thereof (“Indemnified Party”) shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the other Party (“Indemnifying Party”) under or in connection with any work, obligation, authority or jurisdiction delegated to, required of, or performed by the Indemnifying Party under this Agreement. It is also understood and agreed that Indemnifying Party shall fully indemnify, defend with counsel approved in writing by Indemnified Party, and hold Indemnified Party harmless from any liability imposed for injury, as defined by Government Code Section 810.8, including attorney’s fees and costs, occurring by reason of anything done or omitted to be done by Indemnifying Party under or in connection with any work, obligation, authority or jurisdiction delegated to, required of, or performed by Indemnifying Party under this Agreement; provided, however, that Indemnifying Party shall have no responsibility or liability to indemnify, defend and hold Indemnified Party harmless from any liabilities, claims or damages to the extent arising from the gross negligence or willful misconduct of Indemnified Party, its officers, employees, agents or representatives.
Disclaimer of Liability; Indemnification. Irrespective of said Agreement, the Township will indemnify, defend and hold the School District and any of its members, agents, officers and employees in their respective individual and official capacities harmless of, from and against any claim, demand, action, cause of action, suit, loss, cost, damage, expense (including reasonable attorneys’ and disbursements), liability, and/or judgment, on account of any bodily injury (including death), property damage and personal injury in violation of civil rights on account of the negligence of the SRO or any of those acts of the SRO for which the Township is insured under its police professional liability insurance. The Township shall not indemnify or defend the School District for any damages or expenses of any nature arising or on account of this Agreement and the SRO program if caused solely by the negligent or intentional acts of the School District, its employees, servants, workmen, agents, representatives and/or independent contractors. This Agreement and the actions of the SRO and the Township hereunder shall not be construed as the Township or the SRO having care, custody or control or being in possession of any real property of the School District at any time. The School District will indemnify, defend and hold the Township harmless of, from and against any claim, demand, action, cause of action, suit, loss, cost, damage, expense (including reasonable attorneys’ and disbursements), liability, and/or judgment, on account of any bodily injury, property damage and personal injury (including death) on account of the negligence of the School District, its employees, servants, workmen agents, representatives and independent contractors, or any of those acts of the School District, its employees, servants, workmen, agents, representatives and independent contractors for which the School District is insured under its liability insurance. The School District shall not indemnify or defend the Township for any damages or expenses of any nature arising or on account of this Agreement and the SRO program if caused solely by the negligent or intentional acts of the SRO. The parties expressly intend that there shall be no third party beneficiaries of this Agreement. The limited rights to indemnification and defense and the provisions for liability insurance set forth above shall not be construed as a waiver of either party’s right to immunity from liability. Notwithstanding anything herein to the contrary, by placing ...
Disclaimer of Liability; Indemnification. Seller and Seller's Affiliates have caused the Business to be reorganized into the Companies within the Group. The Buyer acknowledges and agrees that all transfers, transactions and other arrangements effected or made in order to reorganize the Business in the Group have been based on the principles "as is" and "where is" and in accordance with the general practice applied with respect to reorganizations within the Sandvik Group and that no representations and warranties, expressed or implied, are given with respect to any transfer, transaction or other arrangement relating to the Reorganization, except for the representations and warranties in Section 5 hereof. Consequently, all other warranties, conditions, representations or guarantees, expressed or implied, arising by law, custom, oral or written statements (including but not limited to any warranty for merchantability or fitness for a particular purpose) by Seller or Seller's Affiliates to Buyer or any of the Companies in the Group related to the Reorganization are hereby irrevocably superseded, excluded and disclaimed. For the avoidance of doubt, the provisions in this Section 16.6 shall not limit the Seller's liability under the representations and warranties, covenants and other obligations under this Agreement (including Section 2, Schedule 2 and Section 7.2(i)). Buyer hereby undertakes to indemnify and hold Seller and Seller's Affiliates harmless from any and all claims made by the Companies in the Group relating to the Reorganization. For the avoidance of doubt, Buyer's obligation to provide indemnification, shall not apply to the representations given by Seller to Buyer in Section 5 in this Agreement.
Disclaimer of Liability; Indemnification. In lines 15 to18 of the first paragraph of Section 22, delete the following words: "or otherwise (including, without limitation, any technology services, reporting, trading, research or capital introduction services)". In line 18 of the first paragraph of Section 22, insert the words "or an agent of" after the words "any person not controlled by". At the end of the third sentence of the second paragraph of Section 22, insert the following language: "unless the System Failure related to an Automated System within GS' direct control and was caused by GS' gross negligence or willful misconduct; provided, however, that GS will have no liability whatsoever for (i) any indirect or consequential losses, (ii) circumstances beyond its reasonable control, including any force majeure event, (iii) the acts of any clearing facility, clearing house, exchange, central bank or depositary, (iv) acts of governmental or regulatory authorities or, (v) Client's own acts or omissions."
Disclaimer of Liability; Indemnification. 58. The IACP shall not in any manner for any cause (including any cause of action) be liable or responsible to any exhibitor or any other person for any injury (including death) loss or damage to any person, business or property in any way related to or arising in connection with the exhibition; any and all claims for such injuries or damages are hereby waived. Each Exhibitor agrees to defend, indemnify and hold harmless the IACP and its directors, officers, employees and agents (the "Indemnified Parties") against any and all claims, liabilities, losses and expenses, including reasonable attorney’s fees, imposed on, incurred by or asserted against the indemnified parties caused in whole or in part by any act or omission of that exhibitor, or occurring within the exhibit space leased by that exhibitor to the extent caused in whole or in part by that exhibitor, or arising in connection with the activities conducted by that exhibitor in connection with the exhibition. Without limiting the generality of the foregoing, the Exhibitor agrees to defend, indemnify and hold harmless IACP to the same extent, and on the same terms, that IACP is required to defend, indemnify and/or hold harmless the Morial Convention Center, but only in connection with the acts or omissions of the Exhibitor. Notwithstanding the foregoing, nothing in this Clause 58 shall be read to claim that IACP is attempting to indemnify itself from its own fraud, willful injury to the person or property of another or a willful or negligent violation of law.
