Indemnity; Limitation of Liability Sample Clauses

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Indemnity; Limitation of Liability. The Parties acknowledge and agree that the provisions relating to indemnity and limitation of liability are set forth in the Omnibus Agreement. Notwithstanding anything in this Agreement or the Omnibus Agreement to the contrary and solely for the purpose of determining which of HFRM or HEP Operating shall be liable in a particular circumstance, neither HFRM or HEP Operating shall be liable to the other Party for any loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, “Damages”) by such Party except to the extent set forth in the Omnibus Agreement and to the extent that HFRM or HEP Operating causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages.
Indemnity; Limitation of Liability. In partial consideration of the Services rendered hereunder, the Company shall indemnify SkyWorks and certain other Indemnified Persons (as defined in Schedule A hereto) in accordance with Schedule A attached hereto. The Company shall not and shall cause its affiliates and its and their respective directors, officers, employees, shareholders and agents not to, initiate any action or proceeding against SkyWorks or any other Indemnified Person in connection with this Agreement, this engagement or any Financing unless such action or proceeding is based solely upon the bad faith or gross negligence of SkyWorks or any such Indemnified Person.
Indemnity; Limitation of Liability. The CONSULTANT shall comply with federal, state and local laws and ordinances applicable to the work to be done under this Agreement.The CONSULTANT hereby agrees to indemnify and hold the CITY harmless from any damage, liability, or cost (including reasonable attorney’s fees and costs of defense) to the extent caused by the CONSULTANT’S negligent or willful acts, errors, or omissions in the performance of the professional services under this Agreement, or caused by the negligent or willful acts, errors, or omissions of CONSULTANT’S officers, agents, subcontractors, owners, or employees. This indemnity provision shall not require the CONSULTANT to defend or indemnify the CITY against any action based on the alleged negligence of the CITY.The CONSULTANT shall not be responsible for breach of fiduciary duty, loss of anticipated profits or for economic, incidental or consequential damages to the CITY or any third party arising out of breach of contract, termination, or for any other reason whatsoever. Additionally, the CONSULTANT shall not be responsible for acts and decisions of third parties, including governmental agencies, other than the CONSULTANT’S subconsultants, that impact work completion and/or success.It is further agreed that the total amount of all claims the CITY may have against CONSULTANT under this Agreement or any individual task order or arising from the performance or non-performance of the services called for by a specific individual task order under any theory of law, including but not limited to claims for negligence, negligent misrepresentation, and breach of contract, shall be strictly limited to an aggregate limit of $10 million. As the CITY’s sole and exclusive remedy under this Agreement or any individual task order, any claim, demand or suit shall be directed and/or asserted only against CONSULTANT and not against any of CONSULTANT’s employees, officers or directors.
Indemnity; Limitation of Liability. 8.1. The provisions of Sections 11.1 (Indemnity) and 11.2 (Procedures) of the License Agreement shall apply in respect of any loss, damage, liability and expense (including reasonable attorneys’ fees and other costs and expenses of litigation) of whatever kind or nature caused to or incurred by Hadasit, HMO and/or any directors, governing board members, trustees, officers, faculty, medical and professional staff (including the Principal Investigator), employees, students and agents of Hadasit and HMO (and their respective successors, heirs and assigns) that arise out of, or result from, the performance of the Sponsored Research and/or the exploitation or use by the Company of the Sponsored Research Results, mutatis mutandis. 8.2. EXCEPT FOR ANY LIABILITY UNDER SECTION 8.1 AND ANY BREACH OF SECTION 1.6 or SECTION 5 ABOVE, NEITHER HADASIT NOR THE COMPANY WILL BE LIABLE TO EACH OTHER AND/OR TO ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OR (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, LICENSING OPPORTUNITIES OR SERVICES.
Indemnity; Limitation of Liability. Since PILLAR will be acting on behalf of Company as set forth in this Agreement, and as an integral part of the consideration of the Services to be rendered hereunder, Company shall indemnify PILLAR and its shareholder, directors, officers, attorneys, employees, and authorized agents (collectively, the “Indemnified Persons”) in accordance with Exhibit “B”, attached hereto and incorporated herein by reference. Company shall not and shall cause its affiliates and their respective directors, officers, managers, members, employees, shareholders and agents not to, initiate any action or proceeding against PILLAR or any other Indemnified Person in connection with this Agreement or the Services unless such action or proceeding is based solely upon the gross negligence or willful misconduct of PILLAR or any such Indemnified Person. PILLAR and the Indemnified Persons shall not be deemed agents or fiduciaries of Company or its stockholders, and will not have the authority to legally bind Company. PILLAR will not make an appraisal or valuation of any assets or liabilities of Company in connection with the Services hereunder.
Indemnity; Limitation of Liability. Sponsor agrees to indemnify, hold harmless and defend Purdue University, the Trustees of Purdue University, and their respective officers, directors, trustees, employees and agents (the “indemnified Parties”) against any and all claims, demands, actions, liability and expenses (“claims”), related to or arising out of: (a) use by Purdue personnel according to Sponsor’s instructions of any equipment or materials supplied by Sponsor for the Project; and, (b) Sponsor’s use of any research performed pursuant to this Agreement, including but not limited to the development, testing, manufacturing, sale, disposition or use of any product, device or object that employs or relies upon any Deliverables Designs, Data or Materials. The cumulative liability of Purdue to Sponsor for any claim, demand, or action arising out of or relating to this Agreement, the Project, and the Deliverable Data, Design, and Materials shall not exceed the total amount paid to Purdue hereunder. Without limiting the foregoing, in no event shall Purdue be liable for any business expense; machine down time; loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against Sponsor or Sponsor’s customers even if Purdue has been advised of the possibility of such claims and demands. The foregoing limitation of liability will survive any termination of this Agreement and will apply without regard toany other provision of this Agreement that may have been breached or have been proven ineffective.
Indemnity; Limitation of Liability. In addition to the other indemnities set forth in the Master Lease, including, without limitation, Sections 6.2(c), 7.3(c) and 8.7, as incorporated herein, to the fullest extent permitted by law, Sublessee shall indemnify, protect, defend (with counsel reasonably acceptable to Sublessor) and hold harmless Sublessor from and against any and all claims, liabilities, judgments, causes of action, damages, costs, and expenses (including reasonable attorneys’ and expertsfees), caused by or arising in connection with: (i) a breach of Sublessee’s obligations under this Sublease; or (ii) a breach of Sublessee’s obligations under the Master Lease to the extent incorporated herein; provided, however, that, notwithstanding anything to the contrary contained in this Paragraph, Sublessee shall have no obligation to indemnify Sublessor to the extent any such claims, liabilities, judgments, causes of action, damages, costs or expenses are caused by Sublessor’s negligence or willful misconduct or default, beyond applicable notice and cure periods, under this Sublease. The foregoing indemnifications shall survive the expiration or earlier termination of this Sublease. Notwithstanding anything to the contrary contained in this Sublease, in no event shall Sublessor be liable for any consequential damages incurred by Sublessee (including, without limitation, any injury to Sublessee’s business or loss of income or profit therefrom or loss of management time or business disruption) in connection with this Sublease, the Premises or Master Premises, nor shall the total amount of Sublessor’s liability to Sublessee arising out of or in any with connected with this Sublease exceed: (i) direct damages flowing from such default, not to exceed Five Hundred Thousand and No/100 Dollars ($500,000.00), in the case of a default, beyond applicable notice and cure periods, by Sublessor under this Sublease which does not result in the termination of the Master Lease by Master Lessor, and, consequently, a termination of this Sublease as a result of such default; (ii) direct damages flowing from such default, not to exceed One Million and No/100 Dollars ($1,000,000.00), in the case of a default under the Master Lease, beyond applicable notice and cure periods, by Sublessor (not caused by Sublessee) which results in a termination of the Master Lease and this Sublease not resulting from Sublessor’s bad faith default solely for the purpose of effecting a termination of the Master Lease and, conseq...
Indemnity; Limitation of Liability. Revised 4/00 19Winstar shall be liable for any damage to property, equipment or facilities or injury to person caused by the activities of Winstar, its agents or employees pursuant to, or in furtherance of, rights granted under this Agreement. Winstar shall indemnify and hold BellSouth harmless from and against any judgments, fees, costs or other expenses resulting or claimed to result from such activities by Winstar, its agents or employees. BellSouth shall not be liable to Winstar for any interruption of Winstar's service or for interference with the operation of Winstar's communications facilities, or for any special, indirect, incidental or consequential damages arising in any manner, including BellSouth's negligence, out of the use of the Microwave Collocation Space(s) and Winstar shall indemnify, defend and hold BellSouth harmless from and against any and all claims, demands, causes of action, costs and reasonable attorneys' fees with respect to such special, indirect, incidental or consequential damages. Nothing contained herein shall require Winstar to indemnify and hold harmless BellSouth for any claims to the extent caused by BellSouth’s sole negligence, gross negligence or willful misconduct.
Indemnity; Limitation of Liability. To the fullest extent permitted by law, Sublessee shall indemnify, protect, defend (with counsel reasonably acceptable to Sublessor) and hold harmless Sublessor from and against any and all claims, liabilities, judgments, causes of action, damages, costs, and expenses (including reasonable attorneys' and experts' fees), caused by or arising in connection with: (i) the use, occupancy or condition of the Premises; (ii) the negligence or willful misconduct of Sublessee or its employees, contractors, agents or invitees; (iii) a breach of Sublessee's obligations under this Sublease; or (iv) a breach of Sublessee's obligations under the Master Lease; provided, however, that Sublessee shall have no obligation to indemnify Sublessor to the extent any such claims, liabilities, judgments, causes of action, damages, costs or expenses are caused by Sublessor's gross negligence or willful misconduct. The foregoing indemnifications shall survive the expiration or earlier termination of this Sublease. Notwithstanding anything to the contrary contained in this Sublease, in no event shall Sublessor be liable for any consequential damages incurred by Sublessee (including, without limitation, any injury to Sublessee’s business or loss of income or profit therefrom) in connection with this Sublease, the Premises or Project, nor shall the total amount of Sublessor's liability to Sublessee arising out of or in any with connected with this Sublease exceed Six Million Five Hundred Thousand Dollars ($6,500,000.00) (the “Liability Cap”).