Common use of Indemnity/Liability Clause in Contracts

Indemnity/Liability. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconduct, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.”

Indemnity/Liability. The Warrant Agent Service Provider shall be liable hereunder only to SAA, its directors, officers, employees, representatives and agents for any and all proven liabilities, claims, demands, suits, judgments, causes of action, losses, damages, fines and reasonable expenses ("Losses") incurred by SAA, which arise out of the Service Provider’s proven gross negligence or wilful misconduct in its own performance of its obligations under this Agreement, with SAA using all commercially reasonable efforts to mitigate any such loss at all times, except to the extent the losses are caused, or contributed to, by the gross negligenceproven negligence or wilful misconduct of SAA. SAA shall be liable to the Service Provider, willful its directors, officers, employees, representatives and agents for any losses incurred by the Service Provider, which arise directly out of SAA's proven gross negligence or wilful misconduct in its performance of its obligations under this Agreement, with the Service Provider using all commercially reasonable efforts to mitigate any such loss at all times, except to the extent the losses are caused, or bad faith contributed to, by the gross proven negligence or wilful misconduct of the Service Provider. The Service Provider shall not accept any complaints and shall not be liable for any alleged claims which have not been notified to the Service Provider in writing within three (3) months from the occurrence of the matter giving rise to the potential claim. For the avoidance of doubt, any notification of an alleged claim within this three (3) month period neither suspends nor otherwise interrupts any applicable period of limitation which gross negligence, willful misconduct or bad faith must will remain unaffected. The protection of this clause 11 (Indemnity & Liability) shall be determined by a judgment deemed to survive the completion of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement and any assignment or earlier termination thereof for whatever reason and shall endure for a period of one (1) year after the expiration of the term of this agreement. Neither Party will be liable for, and each Party waives and releases any claims against the other Party, for special, incidental or consequential damages, including lost revenue, lost profit or loss of prospective economic advantage, resulting from any performance or failure to perform under this Agreement. Risk or loss of, or damage to, all goods and Services provided by the Service Provider to SAA passes to SAA upon completion of the Services to the contrary, any location for delivery specified in writing by SAA. Title to all Services provided by the Service Provider to SAA passes once the Service Provider receives payment for same. Provided that services were carried out in accordance with SAA’s specifications. The Service Provider liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply Fifty Million Rands per occurrence in the case of the Warrant Agent’s own willful misconduct, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companyannual aggregate.”

Indemnity/Liability. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct misconduct, fraud or bad faith (which gross negligence, willful misconduct or bad faith must be each as determined by a final non-appealable judgment of a court of competent jurisdiction jurisdiction). The Company also covenants and agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, reasonable and documented third-party cost or agreed pursuant expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Warrant Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to a settlement agreement between be taken by the parties)Warrant Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly. Notwithstanding anything in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement will be be, other than in the case of fraud, limited in the aggregate to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconduct, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, notwithstanding in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), provisions provided for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 8.4.2 shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.”

Indemnity/Liability. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence, bad faith, or willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the partiesjurisdiction). Notwithstanding anything in this Agreement to the contrary, any the aggregate liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconduct, fraud or bad faith or fraud (which bad faith, fraud or willful misconduct, bad faith or fraud misconduct must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the partiesjurisdiction), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, including the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, bad faith, or willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the partiesjurisdiction). The provisions Anything to the contrary notwithstanding, in no event will the Warrant Agent or the Company be liable hereunder for special, punitive, indirect or consequential loss or damages of this Section 9.4 shall survive the expiration any kind whatsoever (including lost profits) even if advised of the Warrants likelihood of such loss or damages and the termination of this Agreement and the resignation, replacement or removal regardless of the Warrant Agent. The costs and expenses incurred in enforcing this right form of indemnification shall be paid by the Companyaction.”

Indemnity/Liability. The Warrant Agent Should it occur that the application for European Commission recognition within the Erasmus Mundus Joint Master Degree scheme is unsuccessful, no Full Partner shall in any case be held responsible to any other Full Partner for any damage caused thereby. Each Full Partner generally undertakes to perform its scope of work relating to the Agreement, at its own risk and under its own sole liability and shall bear all consequences in compliance with the provisions hereunder. Each Full Partner shall indemnify the other Full Partners and their employees, agents and contractors against any and all expenses, liabilities, losses, claims, damages, costs, litigation attorney fees (including legal costs) and proceedings, arising from complaints about modules or the ISLANDS Master Degree programme as a whole, or any other complaint of professional negligence arising in connection with the performance of this Agreement, provided that the same shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement due to the contrary, any liability gross negligence or deliberate omission or wilful misconduct of the Warrant Agent under this Agreement will be limited to three times first Full Partner, its employees, agents or contractors. Each Full Partner shall release the amount of annual fees paid by the Company other Full Partners from all civil liability arising from loss, damage or cost, liability, litigation, expenses, injury to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply person or injury resulting in the case death or as a result of the Warrant Agent’s own willful misconductits performance of this Agreement, bad faith unless such loss, damage or fraud (which willful misconductcost, bad faith liability, litigation, expenses, injury to the person or fraud must be determined by a judgment of a court of competent jurisdiction injury resulting in death is due to gross negligence or agreed pursuant to a settlement agreement between deliberate omission or wrongful act on the parties), nor to any claims by Registered Holders part of the Warrants which arise out of the gross negligence, willful misconduct, bad faith other Full Partner or fraud of the Warrant Agentits staff. Anything No Full Partner shall be responsible to the contrary notwithstanding, in no event will the Warrant Agent be liable another for special, punitive, indirect, incidental indirect or consequential loss or damages such as but not limited to loss of any kind whatsoever (includingprofit, without limitationloss of revenue, lost profits)or loss of funding, even if provided that the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees foregoing shall not apply to indemnify the Warrant Agent and save it harmless against any and all loss, liabilityinjury, damage, judgment, fine, penalty, or loss suffered by third parties. Each Full Partner in respect of any claim for which it will seek indemnity within the terms of the Agreement shall: ● as soon as reasonably practicable after becoming aware of the claim, demandprovide the other with reasonable details of it and thereafter provide the other in a timely manner with such information relating to the claim as may reasonably be requested from time to time by the other; ● not make, settlementand use its reasonable endeavours to procure that there is not made, cost any admission of liability, except with the prior written consent of the other, such consent not to be unreasonably withheld or expense (includingdelayed; ● keep the other reasonably informed of all material developments relating to, without limitationand regularly informed of the progress of, the claim; ● use its reasonable counsel fees endeavours to procure that the handling of the claim, including without limitation any resistance of or defence to it, is carried out and expenses of legal counsel), for anything done or omitted conducted in all material respects in accordance with such reasonable written directions as may be given by the Warrant Agent other; and ● not settle or compromise the claim, and procure that the claim is not settled or compromised, except with the prior written consent of the other, which consent shall not be unreasonable, withheld or delayed. With respect to defaults and/or difficulties in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including obligations that may give rise to a claim and/or to the costs and expenses application of defending against liquidated damages for default or delay, the Full Partners agree to inform each other of foreseeable delays and/or failures in the performance of their works, so that any claim of liability arising therefrom, directly or indirectlyaction likely to mitigate the expected delay and/or failure, or enforcing its rights hereunderof avoiding the application of liquidated damages or any other indemnity, except as a result of the Warrant Agent’s gross negligenceherein provided, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must may be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or removal of the Warrant Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Companytaken forthwith.”