Indemnification Limitation of Liability Sample Clauses

Indemnification Limitation of Liability a) Unless caused solely by an Indemnified Party's gross negligence or willful misconduct AND REGARDLESS OF WHETHER CAUSED BY AN INDEMNIFIED PARTY'S ORDINARY NEGLIGENCE, Mortgagor shall protect, defend, indemnify and save harmless the Indemnified Parties from and against all actual liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation reasonable attorneys' fees and expenses (of counsel engaged by Mortgagee, rather than of all counsel engaged by all such Indemnified Parties)) imposed upon or incurred by or asserted against any Indemnified Party by reason of (a) ownership of the Mortgage, the Mortgaged Property or any interest therein or receipt of any rents; (b) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) any use, nonuse or condition in, on or about the Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (d) performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof; (e) any actions taken by any Indemnified Party in the enforcement of this Mortgage and the other Loan Documents; (f) any failure to act on the part of any Indemnified Party hereunder; (g) the payment or nonpayment of any brokerage commissions to any party in connection with the transaction contemplated hereby; and (h) the failure of Mortgagor to file timely with the Internal Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Mortgage, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Mortgage is made; provided, that the foregoing indemnification shall not include punitive damages as may be charged to the Indemnified Parties (as opposed to being claimed by the Indemnified Parties against the Mortgagor). Any amounts payable to an Indemnified Party by reason of the application of this section shall become immediately due and payable and shall bear interest at the Default Rate from the date loss or damage is sustained by such Indemnified Party until pa...
Indemnification Limitation of Liability. The Lenders agree to indemnify the Administrative Agent and its Related Parties, ratably according to their pro rata share of the Aggregate Credit Facility Exposure (excluding Swing Loans), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, reasonable expenses or disbursements of any kind whatsoever that may at any time (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Administrative Agent or such Related Parties in any way relating to or arising out of this Agreement or any other Loan Document, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted to be taken by the Administrative Agent or such Related Parties under or in connection with any of the foregoing, but only to the extent that any of the foregoing is not paid by the Borrower; provided, however, that no Lender shall be liable to the Administrative Agent or any of its Related Parties for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting solely from the Administrative Agent’s or such Related Parties’ gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to the Administrative Agent or any such Related Parties for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section 9.09 shall survive the payment of all Obligations.
Indemnification Limitation of Liability. GENERAL 1. APPLICABILITY The terms and conditions set forth in this Appendix B-1 are expressly incorporated in and applicable to all procurements and resulting procurement contracts let by the Office of General Services Procurement Services Group, or let by any other Issuing Entity where incorporated by reference in its Bid Documents. Appendix B-1 shall govern such procurements or contracts unless expressly modified or amended by the terms of a Bid Specification, or a negotiated Contract/Clarification document, if any. Captions are intended as descriptive and are not intended to limit or otherwise restrict the terms and conditions set forth herein. 2 GOVERNING LAW This procurement, the resulting Contract and any purchase orders issued hereunder shall be governed by the laws of the State of New York except where the Federal supremacy clause requires otherwise, and actions or proceedings arising from the Contract shall be heard in a court of competent jurisdiction in the State of New York. 3. APPENDIX A The terms of Appendix A (Standard Clauses for New York State Contracts) are expressly incorporated herein. 4. ETHICS COMPLIANCE All Bidders/Contractors and their employees must comply with the requirements of Sections 73 and 74 of the Public Officers Law, and other State codes, rules and regulations establishing ethical standards for the conduct of business with New York State. In signing the bid, Bidder certifies full compliance with those provisions for any present or future dealings, transactions, sales, contracts, services, offers, relationships, etc., involving New York State and/or its employees. Failure to comply with those provisions may result in disqualification from the bidding process, termination of Contract, and/or other civil or criminal proceedings as required by law. 5. CONFLICT OF TERMS Conflicts between procurement or Contract documents shall be resolved in the following order of precedence:
Indemnification Limitation of Liability. The Trust agrees to indemnify USBFS from any liability arising out of the distribution of fulfillment literature that has not been filed with the appropriate federal and state regulatory agencies. USBFS agrees to indemnify the Trust from any liability arising from the improper use of fulfillment literature during the performance of its duties and responsibilities identified in this Agreement. USBFS will be liable for bad faith, negligence or willful misconduct on its part in its duties under this Agreement.
Indemnification Limitation of Liability. The Company shall indemnify, to the fullest extent permitted by law, the Advisor and its officers, directors employees, affiliates, agents and other representatives (collectively, the “Advisor Parties”), against all liabilities, costs and expenses incurred in connection with the Services provided hereunder, other than if and to the extent such liabilities, costs and expenses arise as a result of the gross negligence, bad faith, fraud or willful misconduct of the party to be charged. Notwithstanding anything herein to the contrary, the maximum aggregate monetary or other liability that the Advisor Parties shall have to the Company or any other party (including, without limitation, the Company’s officers, directors, employees, agents and other representatives and stockholders) with respect to any and all claims (on a cumulative basis) related to or in connection with the breach or alleged breach hereof by the Advisor, or related to or in connection with the Services provided or to be provided hereunder, shall be the lesser of (i) the aggregate amount of Advisory Fees paid by the Company to the Advisor hereunder and (ii) US$1,500,000. Notwithstanding anything herein to the contrary, the Advisor shall not be liable under any circumstance for any lost profits or other special, incidental, indirect, punitive or consequential damages, however, caused and under any theory of liability, arising from its provision of the Services or otherwise related to or in connection with this Agreement.
Indemnification Limitation of Liability. This Section shall survive the termination of this Agreement.
Indemnification Limitation of Liability. Each Seller hereby agrees, subject to the provisions of this Section 11.1, to save, protect, defend indemnify and hold harmless Purchaser and Purchaser’s affiliates from and against any and all Losses or Claims incurred by Purchaser or its affiliates by reason of (i) any breach of any of the representations and warranties or covenants made by such Seller in this Agreement (subject, however, to any limitations on liability with respect to the same set forth herein, including in this Section 11.1 and, in the case of any breach of any representation or warranty by a Seller, as further described in Section 9.3, no Seller shall have any obligation with respect thereto to the extent any claim under this Section 11.1 is made by Purchaser after the expiration of the applicable survival and claim period with respect to such representation or warranty) and (ii) any action or inaction of such Seller or such Seller’s property managers (but not for matters arising after the Closing in the case of property managers that Purchaser retains or with respect to Purchaser’s WARN Act Obligations) for such Seller’s Hotel Assets with respect to employment matters, including, but not limited to, employment-related taxes, policies, benefit plans and practices. Notwithstanding anything to the contrary contained herein, if the Closing occurs (and Purchaser shall not have, in writing, expressly waived, relinquished or released any applicable rights in further limitation), the liability of each Seller arising pursuant to or in connection with the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of such Seller under this Agreement (or any document executed or delivered in connection herewith, other than the Purchaser Holdco Operating Agreement) shall not, in the aggregate, exceed an amount equal to (a) such Seller’s Pro Rata Share multiplied by (b) $30,000,000.00. No Seller shall be liable to Purchaser in respect of the representations, warranties, indemnifications, covenants or other obligations (whether express or implied) of such Seller under this Agreement (or any document executed or delivered in connection herewith, other than the Purchaser Holdco Operating Agreement to the extent provided therein, if at all) unless and until the aggregate sum of such obligations of all of the Sellers exceeds $10,000,000.00, at which point such Seller shall be liable for the full amount of its obligations, subject, however, to the limit se...
Indemnification Limitation of Liability. During the term of this IOS Agreement, the parties shall indemnify and hold harmless each other together with their officers, agents and employees from any and all loss, damage, expense, judgment, lien, suit, cause of action, demand or liability for personal injury, including death and tangible property damage, which may be imposed on or incurred by one party arising directly out of the negligent acts or omissions of the other, its agents, subcontractors, or employees during the performance of any work hereunder. The offending party shall, at its sole expense, defend any suit based upon a claim or cause of action and satisfy any judgment that may be rendered against the other resulting therefrom, provided that the offending party shall be given (i) prompt notice of any such claim or suit; and (ii) full opportunity to defend such suit. The offended party may, at its election, participate in the defense and shall cooperate fully in defending any claim or suits. The offending party shall pay all costs, expenses, and reasonable attorney's fees incurred by the offended party in connection with any such claim or suit or in enforcing this indemnity provision, provided a valid claim is presented. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NEITHER PARTY, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PATENT INFRINGEMENT, COPYRIGHT INFRINGEMENT OR OTHERWISE, SHALL HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES OR SERVICE, OR DOWNTIME COSTS.
Indemnification Limitation of Liability. This paragraph shall survive the termination of this Agreement.
Indemnification Limitation of Liability. (a) Tekmira and Protiva will indemnify UBC, its Board of Governors, officers, employees, faculty, students and agents (“UBC Indemnitees”) for any claims, including reasonable attorneysfees for defending those claims (“Claims”), based on or arising out of (i) the exercise by the Tekmira Indemnitees (defined below) of their rights under this Supplemental Agreement or the Research Agreement, or (ii) the use of the UBC Controlled IP, Consultant IP or any Licensed Products by the Tekmira Indemnitees or their respective distributors, customers or end-users; provided, however, that Tekmira and Protiva shall not be required to indemnify the UBC Indemnitees for any Claim (x) that arises solely due to the gross negligence or willful misconduct of, or the material breach of this Supplemental Agreement or Research Agreement by, a UBC Indemnitee or (y) described under clause (i) above unless such Claim alleges the negligence or willful misconduct of, or the material breach of this Supplemental Agreement or Research Agreement by, a Tekmira Indemnitee, it being understood and agreed that such indemnification obligation shall not apply if such allegations are later determined by a court or jury of competent jurisdiction in an un-reversed, un-appealable or un-appealed decision, to be untrue or unproven, with the result that such allegations are dismissed or withdrawn (other than by agreement between the indemnifying party and the plaintiff making such allegations). UBC will promptly notify Tekmira and Protiva of a Claim and will reasonably cooperate with the defense thereof. Each of Tekmira and Protiva shall be entitled to exercise its right of offset as a Payor described under Section 11.5 of the Research Agreement to recover any amounts paid to UBC pursuant to this Section 10(a) which UBC was not entitled to receive. (b) Tekmira and Protiva will indemnify the Alnylam Indemnitees and the AlCana Indemnitees for any Claims based on or arising out of (i) a Tekmira Indemnitee’s negligence or willful misconduct, or (ii) a Tekmira Indemnitee’s breach of this Supplemental Agreement or the Research Agreement, or (iii) the use by a Tekmira Indemnitee of the UBC Collaboration IP or Consultant IP licensed to Tekmira and Protiva under the Supplemental IP License or any Licensed Products (in the case of (iii) only, except to the extent that any such Claims are attributable to the negligence, willful misconduct or material breach of this Supplemental Agreement by an Alnylam Indemnite...