Joint Liability and Indemnification Sample Clauses

Joint Liability and Indemnification. Each Member acknowledges that the Sector’s 28 Members may be held jointly liable for ACE overages, discarding of legal-sized fish and misreporting of 29 catch landings or discards. Further, each Member acknowledges that should a hard total allowable 30 catch (“TAC”) allocated to the Sector be exceeded in a given fishing year, the Sector’s allocation will be 31 reduced by the overage in the following fishing year, and the Sector, each vessel participating in the 1 Sector and each vessel operator and/or vessel owner participating in the Sector may be charged, as a 2 result of said overages, jointly and severally for civil penalties and permit sanctions pursuant to 15 C.F.R. 3 Part 904, and that if the Sector exceeds its TAC in more than one (1) fishing year, the Sector’s ACE may 4 be permanently reduced or the Sector’s authorization to operate may be withdrawn.
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Joint Liability and Indemnification. 12. Membership Termination
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Joint Liability and Indemnification. Each Member acknowledges that the Sector’s Members may be held jointly liable for ACE overages, discarding of legal‐sized fish and misreporting of catch landings or discards. Further, each Member acknowledges that should a hard total allowable catch (“TAC”) allocated to the Sector be exceeded in a given fishing year, the Sector’s allocation will be reduced by the overage in the following fishing year, and the Sector, each vessel participating in the Sector and each vessel operator and/or vessel owner participating in the Sector may be charged, as a result of said overages, jointly and severally for civil penalties and permit sanctions pursuant to 15 C.F.R. Part 904, and that if the Sector exceeds its TAC in more than one (1) fishing year, the Sector’s ACE may be permanently reduced or the Sector’s authorization to operate may be withdrawn. In consideration of the foregoing, each Active Member agrees to indemnify, defend and hold the Sector and all other Members harmless from and against all liabilities, claims, fines, penalties and forfeitures of any nature whatsoever arising out of or related to any breach of this Agreement related to such Active Member’s harvest of Sector ACE, and each Member agrees to indemnify, defend and hold the Sector and the other Members harmless from and against all liabilities, claims, fines, penalties and forfeitures of any nature whatsoever arising out of or related to such Member’s breach of this Agreement. Each Member’s indemnification obligation under this Section 11 is separate from and in addition to each Member’s liquidated damages and consequential damages obligations under Section 10, above. Each Member authorizes the Board to require that a Member’s obligations under this Section 11 be secured by a surety.
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Joint Liability and Indemnification. An infringer who reimbursed the claimant may ask the other jointly liable infringers for indemnification. Among the infringers, depending on the national law and on the particulars of each case, the share of each is determined on the basis of their contribution to the overall infringement of the patent. (According to Article 2055 of the Codice civile (Italian Civil Code), the level of negligence/fault and the range of consequences of the contributory elements must be assessed, with a presumption of equal partition of negligence/fault unless the evidence shows otherwise.) Liability within companies and groups An infringer can be a natural person (i.e. a human being) as well as a legal person (e.g. a private company or public organisation). The complex question of liability for infringement within a company (or group of companies) is treated differently depending on the applicable national law concerned: liability may relate to the company itself or its members (i.e. its owners, directors, employees or any legal person who is part of the group of companies). In a chain of contracts – mainly in distribution contracts – there are several entities that may be liable for infringement.
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Joint Liability and Indemnification. 25.1. Except as set forth in Section 25.2 of this Agreement, each party shall be jointly liable for any suit, claim, or proceeding, alleging that the Products infringe third parties’ patent, copyright, intellectual property or other proprietary right. Except as set forth in Section 25.2 of this Agreement, each party shall defend and indemnify the other party against which any suit, claim, or proceeding that concerns infringement of the Products on any third parties’ patent, copyright, intellectual property or other proprietary right may be brought.
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Related to Joint Liability and Indemnification

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract.

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

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