Indemnity and Limitations Sample Clauses
The "Indemnity and Limitations" clause defines the responsibilities of each party to compensate the other for certain losses or damages, while also setting boundaries on the extent of liability. Typically, this clause outlines scenarios where one party must cover costs arising from breaches, negligence, or third-party claims, and specifies caps or exclusions on the amount or types of damages recoverable. Its core function is to allocate risk between the parties, ensuring that liability is fairly distributed and that neither party faces unlimited exposure to potential claims.
Indemnity and Limitations. (a) Merchant agrees to indemnify and hold CitiFinancial harmless from and against any claims, demands, damages or assertions of liability (including all losses and legal fees on a solicitor and client basis incurred by CitiFinancial in exercising and enforcing its rights under this Agreement. CitiFinancial may debit these amounts to Merchant in the same manner as a Chargeback under this Agreement) by whomsoever asserted, and of any kind or nature whatsoever asserted, and of any kind or nature whatsoever resulting from; (i) any misfeasance, malfeasance, or fraudulent acts of Merchant or of any of Merchant's directors, officers, employees, agents, licensees or independent contractors in connection with the Program, sales of Goods and Services or dealings between Merchant and any Cardholders; (ii) any breach, or alleged breath by Merchant or any of Merchant's directors, officers, employees, agents, licensees or independent contractors, of the terms, covenants, warranties, conditions or other provisions of this Agreement, or any Accounts, or contained in any other instrument or document delivered by Merchant in connection herewith, or pursuant hereto; (iii) any unauthorized use of the POS device; or (iv) use by any person of goods and/or Services the purchase of which was financed by an Account.
(b) CitiFinancial will not be liable for any losses resulting from the non-performance of or failure in performance of, or any delays in the performance of, the POS device. Moreover, CitiFinancial will not be liable for any indirect or consequential claims, losses, costs, damages or expenses arising or resulting from any other services CitiFinancial with the POS device or the computer terminals or systems used in connection therewith.
(c) CitiFinancial does not represent and warrant that the POS device or any related service will be available to process Transactions during specified times. CitiFinancial reserves the right, acting in its sole discretion, to suspend or cancel any portion of the POS device or any related service at any time, without notifying Merchant beforehand.
(d) The indemnity provided for in this Section 14 will survive the payment of any Account, repurchase of any Account by Merchant and the termination of this Agreement.
Indemnity and Limitations. 12.1. The Event Organiser shall make good at its own expense any damage to the Event Space, Venue and/or any of the contents, fixtures and fittings of the Event Space and Venue attributable to any act or omission by the Event Organiser and any Attendees (fair wear and tear excepted). In the event of the Event Organiser not having made good such damage within 24 hours (or such shorter time as First Entertainment may reasonably require) of the damage having occurred (or, if later, of First Entertainment notifying the Event Organiser of such damage and requiring its remedy and providing the Event Organiser with an estimate of repair costs), First Entertainment shall be entitled to rectify any such damage at the Event Organiser’s cost.
12.2. The Event Organiser will be responsible for the acts and omissions, behaviour and conduct of any Attendees. The Event Organiser shall use its reasonable endeavours to ensure that at all such Attendees comply with all relevant rules and regulations governing access to the Venue and shall not do or omit to do anything which may jeopardise the general safety and conduct of the Event.
12.3. The Event Organiser shall indemnify and hold First Entertainment, their directors, executive members, officers, employees and agents harmless against all or any actions, proceedings, claims, demands, costs, expenses, liabilities, losses, awards and damages of any kind arising by reason of: any act or omission of the Event Organiser or any Attendees; activities in the Event Space and Venue; or any breach of this Agreement or any warranty by the Event Organiser or its authorised representatives howsoever caused; except where such claims, actions, losses, damages, liabilities and expenses arise directly as a result of First Entertainment’s negligence.
12.4. Subject to clause 12.5, First Entertainment shall have no liability whatsoever in contract, tort (including negligence), breach of statutory duty or otherwise for any: indirect; economic; incidental; special; exemplary; or consequential loss or damage suffered by the other in relation to this Agreement even if First Entertainment has been advised of the possibility of such damages or losses (and for these purposes consequential loss shall include without limitation all loss of profit, opportunity, anticipated profit, anticipated revenue, business and/or goodwill).
12.5. Nothing in this Agreement excludes or limits either party’s liability:
(a) for death or personal injury to the extent that...
Indemnity and Limitations. 9.1 Valent Indemnity Valent shall defend, indemnify and hold harmless Del Mar, its Affiliates and its and their respective agents, directors, officers and employees, at Valent’s cost and expense, from and against any and all Losses incurred or imposed upon any of the foregoing indemnified parties in connection with any Third Party claims, suits, actions, demands or judgments arising out of (i) any breach by Valent of any of its representations, warranties or obligations pursuant to this Agreement, or (ii) the negligence or wilful misconduct of Valent.
9.2 Del Mar Indemnity Del Mar shall defend, indemnify and hold harmless Valent, its Affiliates and its and their respective agents, directors, officers and employees, at Del Mar’s cost and expense, from and against any and all Losses incurred or imposed upon any of the foregoing indemnified parties in connection with any Third Party claims, suits, actions, demands or judgments arising out of (i) any breach by Del Mar of any of its representations, warranties or obligations pursuant to this Agreement, (ii) the negligence or wilful misconduct of Del Mar; or (iii) any injury, damage or loss resulting from any Product or Del Mar’s practice of the Assigned Patents and/or use of the Materials by Del Mar, its Affiliate, or licensees; other than as a result of the negligence or wilful misconduct of Valent.
Indemnity and Limitations. Mich. Const. art. IX, § 18. The Contractor agrees, subject to the limitations below, to defend, indemnify and hold harmless the Authority from any claims, damages or expenses, including reasonable attorneys’ fees, arising or alleged to arise in whole or in part from damage or injury (“Damages”) caused by or resulting from any action or inaction of the Contractor, its agents or employees, or sustained in connection with the violation of any law, statute, ordinance or regulation by the Contractor, its agents or employees, or sustained in connection with the performance of this Agreement by the Contractor, its agents or employees, or sustained as a result of any breach of this Agreement by Contractor.
(a) Authority agrees that Contractor is reviewing the Loans at a certain point in time, with certain materials provided, and against certain guidelines and therefore, there can be no assurance that Contractor will uncover all the relevant factors relating to the origination of the Loans, their compliance with applicable loan origination laws and regulations, and the original appraisals relating to the mortgaged properties, or uncover all relevant factors that could affect the future performance of the Loans.
(b) The Parties agree that the Contractor’s performance, as set forth in the attached Scope of Work, is separate from the contractual obligations of lenders who originate Homeownership Division mortgages (“Originating Lenders”). The Authority recognizes that the Contractor may be relying on information provided by Originating Lenders in providing the Authority with audit and oversight services. In such instances whereby the Damages arise, result or are caused in part or in whole by one or both Parties’ reliance on information provided by Originating Lenders, the Parties may, in their sole discretion, seek remedy(ies) from the Originating Lender as appropriate. The Parties further agree that in instances whereby the Authority has detrimentally relied on Contractor’s performance of services outlined in the Scope of Work attached and incorporated into this Agreement that the Contractor knew or should have known would detrimentally effect the work product and/or Contractor’s conclusions delivered to the Authority as required in this Agreement, the Contractor’s indemnification extends to the lesser of i) the amount subject to a recapture event as determined by federal authorities with jurisdiction; or ii) the portion of the fee paid set forth in 3.a. above which ...
Indemnity and Limitations. You agree to indemnify and hold NDI harmless from any third party claim, loss, or damage (including attorney's fees) related to your use, sale or distribution of the SDK. THE SDK IS PROVIDED TO YOU FREE OF CHARGE, AND ON AN "AS IS" BASIS AND "WITH ALL FAULTS", WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND FROM NDI. YOU ASSUME ALL RISKS THAT THE SDK IS SUITABLE OR ACCURATE FOR YOUR NEEDS AND YOUR USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK. NDI AND ITS LICENSORS DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES FOR THE SDK INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT, TITLE OR QUIET ENJOYMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
Indemnity and Limitations. IN NO EVENT UNDER ANY THEORY SHALL WE OR ANY OF OUR AFFILIATES, OR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR COMPANY FOR ANY CLAIM OR DAMAGE OF ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF, OR RELATING TO, OUR PROVIDING THE ACCOUNT OR ANY SERVICES RELATED TO THE ACCOUNT, EXCEPT TO THE EXTENT THAT SUCH CLAIMS OR DAMAGES ARE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH SECTION 46 OR A COURT OF COMPETENT JURISDICTION BY A FINAL AND NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED THAT IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY TO YOU OR ANY PERSON OR COMPANY FOR INDIRECT LOSSES, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST BUSINESS, PROFITS OR REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF, OR COULD REASONABLY FORESEE, SUCH DAMAGES. To the extent that provisions of applicable law prohibit an agreement to disclaim a bank’s responsibility for its failure to exercise ordinary care, our responsibility to you under this Agreement is limited to the exercise of ordinary care in providing the Account and any services related to the Account. Our ordinary care is to be evaluated based on reasonable commercial banking standards prevailing in our industry and location for similarly situated commercial banks. You agree to indemnify us and our affiliates and each of our respective directors, officers, employees, agents, and service providers (the “Indemnified Parties”) from, and defend and hold harmless each of the Indemnified Parties from and against, any and all Claims directly or indirectly arising out of or relating to our providing the Account or services related to the Account (including, without limitation, any and all Claims in connection with complying with or responding to subpoenas, summonses, search warrants, or requests or demands from government agencies), except to the extent that such Claims are determined by binding arbitration in accordance with Section 46 or a court of competent jurisdiction by a final and non-appealable judgment to have resulted from our gross negligence or willful misconduct.
Indemnity and Limitations