LIABILITIES AND DAMAGES Sample Clauses

LIABILITIES AND DAMAGES. Company shall not be liable to Dealer, or to any third party claiming through Dealer for the failure of performance of any obligation under this Agreement except as specifically set forth herein, or otherwise agreed to in writing. Additionally, Company shall not, under any circumstances, be liable hereunder for indirect, special, incidental or consequential damages resulting from its failure of performance. Any failure to perform any obligation under this Agreement except payment of monies due, shall be excused if such failure is caused by acts of God, acts of public authorities, wars and war measures, fires, casualties, labor difficulties and strikes, shortages of material or fuel, failure or delays of suppliers or carriers, shortage of transportation, or other causes beyond the failing party's control.
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LIABILITIES AND DAMAGES. To the extent permitted by law, the Tenant, for itself and its agents, successors, insurers, affiliated and related companies, and assigns, and each of their agents and employees and invitees (all of the foregoing, “Affiliates”), hereby releases and forever discharges the Building Owner, the Property Manager, and all agents, employees, and direct or indirect owners or affiliates of the Building Owner and/or the Property Manager, and each of them (collectively the “Building Ownership Parties”), from any and all claims, demands, losses, costs, expenses or other liabilities of whatever nature (including attorneys' fees and other fees, costs, and expenses), at law, in equity or otherwise, arising out of or related in any manner to the condition of the Conference Center, including any latent defects, or the use of the Conference Center by the Tenant or any of the Tenant’s Affiliates or any of their respective invitees, or otherwise relating in any way to this Agreement (all of the foregoing, “Claims”), including any and all Claims related to personal injury or property damage occurring at or about the Conference Center. The Tenant and its Affiliates shall jointly and severally indemnify, defend, and hold harmless the Building Ownership Parties from and against any and all Claims made against or otherwise incurred by any of the Building Ownership Parties, in any way related to, or resulting from, this Agreement or the use of the Conference Center by the Tenant or any of the Tenant’s Affiliates or other invitees, all to the fullest extent permitted by law. This paragraph shall expressly survive use of the Conference Center and payment for such use for the longest period permitted by law. If the Building Owner so requests prior to the Tenant's use of the Conference Center, the Tenant shall provide evidence that it carries commercial general liability insurance in an amount satisfactory to the Building Owner and insuring the indemnity agreement contained in this Agreement. The Building Owner may require that it be named as an additional insured with respect to such insurance. The liability of the Building Owner under this Agreement shall be limited to its interest in the Building in which the Conference Center is located. Tenant, for itself and its other Affiliates, hereby waives any claims in connection with this Agreement or the Conference Center for punitive, consequential, or exemplary damages or for loss of income, profits, or savings. In addition, to the exte...
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LIABILITIES AND DAMAGES. Termination of the Agreement or any categories of Services for any reason under this Article 21 (Termination) will not affect (i) any liabilities or obligations of either 40 4830-2082-6212v.8 207239136_2 LAW Cognizant and Xxxxxxx Proprietary and Confidential and Privileged Party arising before such termination or out of the events causing such termination or (ii) any damages or other remedies to which a Party may be entitled under the Agreement, at law or in equity arising from any breaches of such liabilities or obligations.
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LIABILITIES AND DAMAGES. Nothing herein shall be deemed to be an assumption of liability of an Agency, County or parties for any acts, omissions, and negligence of another Agency, party, or County. Each party shall hold the other parties harmless from and shall defend the other parties and its officers and employees against claims for damages resulting from this Agreement. All liability to personnel and for loss or damage of equipment and personal property shall be borne by the party employing such personnel and having custody of such equipment, and all parties shall carry sufficient insurance to cover all such liability.
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LIABILITIES AND DAMAGES. 48. Non-compliance of any provision of this Agreement by any Party shall be deemed a breach of this Agreement. The breaching Party shall be liable for the damages in accordance with the terms of this Agreement and the schedules herein.
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Related to LIABILITIES AND DAMAGES

  • LIABILITIES AND INDEMNIFICATION SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with:

  • ADVISER’S LIABILITIES AND INDEMNIFICATION (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), relating to (i) the Adviser and its affiliates, (ii) the Fund’s investment strategies and related risks, and (iii) other information, in each case only if supplied by the Adviser for inclusion therein.

  • ADVISOR’S LIABILITIES AND INDEMNIFICATION (a) The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials), except for information supplied by the administrator or the Trust or another third party for inclusion therein.

  • Liabilities and Indemnities The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

  • Liabilities and Remedies 57.7.1 If CLEC or an employee, agent or contractor of CLEC, at any time breaches a provision of this Section 57 and such breach continues after notice thereof from CenturyLink, then, except as otherwise required by Applicable Law, CenturyLink shall have the right, upon notice to CLEC, to suspend or terminate the right to use CenturyLink OSS services granted by Section 57.1 above and/or the provision of CenturyLink OSS services, in whole or in part.

  • Indemnity Obligations An Indemnified Party seeking indemnification under this Agreement must notify Customer promptly of any event requiring indemnification. However, an Indemnified Party’s failure to notify will not relieve Customer from its indemnification obligations, except to the extent that the failure to notify materially prejudices Customer. Customer may assume the defense of any proceeding requiring indemnification unless assuming the defense would result in potential conflicting interests as determined by the Indemnified Party in good faith. An Indemnified Party may, at Customer’s expense, defend itself until Customer’s counsel has initiated a defense of the Indemnified Party. Even after Customer assumes the defense, the Indemnified Party may participate in any proceeding using counsel of its own choice and at its own expense. Customer may not settle any proceeding related to this Agreement unless the settlement also includes an unconditional release of liability for all Indemnified Parties. Customer’s indemnification obligations are not the sole remedy for Customer’s breach of this Agreement and are in addition to any other remedies available. Customer’s indemnification obligations hereunder are not an Indemnified Party’s sole remedy for events giving rise to indemnity by Customer hereunder, and are in addition to any other remedies an Indemnified Party may have against Customer under this Agreement.

  • Liabilities and Obligations Schedule 5.10 sets forth an accurate list as of the Balance Sheet Date of (i) all material liabilities of the Company of a nature that they are required in accordance with GAAP to be reflected on a balance sheet and which are not reflected on the balance sheet of the Company at the Balance Sheet Date or otherwise reflected in the Company Financial Statements at the Balance Sheet Date and which are not disclosed on any of the other Schedules to this Agreement, and (ii) all loan agreements, indemnity or guaranty agreements, bonds, mortgages, pledges and material security agreements to which the Company is a party or by which its properties may be bound. To the knowledge of the Stockholders, except as set forth on Schedule 5.10, since the Balance Sheet Date the Company has not incurred any material liabilities of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise, other than liabilities incurred in the ordinary course of business. The Company has also delivered to TCI on Schedule 5.10, in the case of those contingent liabilities known to Stockholders and related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate (to the extent the Company can reasonably make such an estimate) of the maximum amount which the Company reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Company's Financial Statements; in the case of any such liability for which no estimate has been provided, the estimate for purposes of this Agreement shall be deemed to be zero.

  • INDEMNITIES AND LIMITATION OF LIABILITY 16.1. In addition to the indemnification provisions contained in this Agreement, Principal agrees to indemnify, defend and hold harmless Custodian and its affiliates providing services under this Agreement, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities including, without limitation, reasonable attorneys' fees and disbursements and liabilities ("Claims") arising directly or indirectly from any action or omission to act which Custodian takes in connection with the provision of services to Principal. Neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian’s or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Agreement. The provisions of this Paragraph 15 shall survive termination of this Agreement.

  • Warranties and Liabilities You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.

  • Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.

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