Liability and Indemnities Sample Clauses
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Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. The Host Practice shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or any act or omission by the Host Practice or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.
Liability and Indemnities. 10.1 The IME shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including, but not limited to, any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with:
(a) any breach by the IME of the warranties contained in Clause 4; and
(b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or the IME of the Case Data and Expert Data;
10.2 The IME hereby acknowledges and agrees that:
(a) the Data shall be supplied by third parties (which may include the IME or its Personnel);
(b) MedCo has no control whatsoever over the accuracy, completeness or usefulness (for a specified purpose or otherwise) of that Database Data; and
(c) MedCo does not make or include any representations, warranties or guarantees relating to and including, but not limited to, the accuracy, completeness or suitability of the Database Data or the Service.
10.2.1 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Provider Data including, but not limited to, the accuracy, completeness or suitability thereof.
10.3 The maximum aggregate liability of MedCo under or in connection with this User Agreement, in respect of all claims by the IME against MedCo, giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid (if any) by the IME to MedCo during the preceding 12 months pursuant to this User Agreement or the sum of £500.
10.4 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise.
10.5 Nothing in this User Agreement sha...
Liability and Indemnities. Alberta Innovates shall not be liable in any way whatsoever to the Applicant or any of its directors, officers, employees, agents, personal legal representatives and/or heirs for any losses, damages or claims, including but not limited to indirect, incidental, consequential, or special damages or any loss of profits, loss of business opportunity, loss of revenue, or any other loss or injury suffered or arising in any way whatsoever in the course of the Project, whether arising before or after submitting an Application or entering into the Investment Agreement with Alberta Innovates. The Applicant agrees to indemnify, defend and hold harmless Alberta Innovates, its directors, officers, employees and agents against and from any and all third party claims, demands, actions and costs whatsoever (including legal costs on a solicitor and his own client full-indemnity basis) that may arise directly or indirectly out of any act or omission of the Applicant, or any of its directors, officers, employees, contractors, agents or legal representatives or the negligence or tortious act or willful misconduct of the Applicant or any of its directors, officers, employees, contractors, agents or legal representatives in relation to their obligations under this Investment Agreement. This section will survive termination or expiry of this Investment Agreement.
Liability and Indemnities. 17.1 In accordance with section 14Z3 of the NHS Act 2006, the Member CCGs retain liability in relation to the exercise of the Joint Functions.
Liability and Indemnities. 10.1 Contractor is liable for and shall indemnify and hold ArcelorMittal, including its
10.2 Except for the liabilities set out in Clause 10.2 (Liability and Indemnities), neither Party will be liable for any consequential, indirect or special loss or damages of any nature whatsoever, whether based on contract, warranty, tort (including negligence) or otherwise including (but not limited to) those arising out of delay, loss of product, loss of production, business interruption, loss of revenue or loss of profits whether the latter are direct or indirect.
10.3 The limitation of liability in Clause 10.2 (Liability and Indemnities) does not and shall not apply in relation to liability:
(i) in respect of any Third Party Claims;
(ii) for any act or omission of fraud, fraudulent misrepresentation, negligence or wilful misconduct of Contractor, its Personnel and/or its subcontractors’ Personnel, including death or personal injury resulting therefrom;
(iii) any penalty imposed for breach of an Applicable Law in connection with the performance of Contractor’s obligations under the Agreement;
(iv) for breach of Clauses 4 (Health Safety and Environment), 8 (Insurance), 11 (Intellectual Property), 12
(v) any loss arising from an occurrence which should be covered by a policy of insurance in the name of Contractor or
(vi) any loss or damage to ArcelorMittal’s property for which Contractor has assumed custody and control;
(vii) any loss or liability of ArcelorMittal as a result of Contractor's failure to pay any subcontractor;
(viii) in respect of any payment of Liquidated Damages payable by the Contractor under the terms of this Agreement; or
(ix) in respect of any liabilities for which Contractor has provided an indemnity to ArcelorMittal under this Agreement:
Liability and Indemnities.
21.1 To the maximum extent permitted by law, the Supplier is liable for and must indemnify and hold harmless the Principal, the Principal’s Personnel, each Group Member and each of their Personnel (Indemnified Parties) from and against any and all Liabilities:
(a) relating to any loss of use of, destruction or damage to any property of any kind whatsoever, including that of any third party;
(b) arising out of any Claims by any person against any of the Indemnified Parties relating to:
(i) any illness, injury, occupational disease or death of any person; or
(ii) any infringement or alleged infringement of the Intellectual Property Rights of any person;
(c) relating to any Claims brought against the Indemnified Parties by any third party; and
(d) relating to any non-compliance by the Supplier or the Supplier's Personnel with, or infringement of, any Laws applicable to the Goods and/or Services, that arise out of or in connection with any negligent or unlawful act or omission of the Supplier or the Supplier's Personnel or breach of this Agreement by the Supplier, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission of the Indemnified Parties or breach of this Agreement by the Principal caused or contributed to the Liability.
21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss.
21.3 The limitation set out in clause 21.2 will not apply to limit, or in any way restrict the liability of the Supplier:
(a) for any liability relating to any illness, injury, occupational disease or death of any person;
(b) if the Liability arises from the infringement of the Intellectual Property Rights of a third party;
(c) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality;
(d) any statutory fine payable by the Principal as a result of a breach of applicable work health and safety requirements or environmental requirements under law by the Supplier or any of the Supplier's Personnel; or
(e) to the extent that the loss or liability is recoverable under a policy of insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for the Supplier's failure to comply with its insurance obligations, the terms of the policy of insurance or if it fails to dilig...
Liability and Indemnities. 14.1. The Supplier acknowledges that if it enters any Site, it does so at its own risk. The Supplier must ensure that its Personnel are also aware that they enter any Site at their own risk.
14.2. The Supplier will be liable for, and will indemnify each Group Company and keep each Group Company indemnified from and against any liability, loss, charges, costs, expenses or damage of any kind whatsoever (including, without limitation, legal fees and expenses) arising directly or indirectly from:
(a) the performance, non-performance or purported performance or any breach or delay in performance any of the terms and conditions of this Agreement (including any warranty);
(b) any negligence or wilful misconduct of the Supplier or its Personnel in connection with this Agreement;
(c) any claim made against the Group Company by a third party to the extent that the claim results from or is a consequence of the performance, non-performance, purported performance, breach, negligent performance or failure or delay in performing this Agreement by the Supplier or its Personnel (including any warranty);
(d) any personal injury, illness or death of any person or damage to any property or any other loss or damage of any kind whatsoever caused or contributed to by:
(i) the performance or purported performance of the Supplier’s obligations under this Agreement; or
(ii) the entry onto, and the activities undertaken on and in, any Site by the Supplier or its Personnel; and
(e) any claim made against the Group Company by any of the Supplier’s Personnel including in respect of any relevant legislation concerning income tax, workers’ compensation, annual leave, long service leave, superannuation or any applicable award, determination or agreement of a competent industrial tribunal, except to the extent that such liability, loss or damage is directly caused by the negligence or wilful misconduct of the Group Company or its Personnel.
14.3. Each indemnity in this Agreement is a continuing obligation separate and independent from the Supplier’s other obligations and survives completion or termination of this Agreement.
14.4. It is not necessary for a Group Company to make payment before enforcing a right of indemnity conferred by this Agreement.
14.5. Notwithstanding any other provision of this Agreement and to the extent permitted by law, each Group Company will not in any circumstances be liable to the Supplier or any person claiming through the Supplier for any:
(a) indirect, conse...
Liability and Indemnities. Alberta Innovates shall not be liable in any way whatsoever to the Applicant or any of its directors, officers, employees, agents, personal legal representatives and/or heirs for any losses, damages or claims, including but not limited to indirect, incidental, consequential, or special damages or any loss of profits, loss of business opportunity, loss of revenue, or any other loss or injury suffered or arising in any way whatsoever in the course of the Project, whether arising before or after submitting an Application or entering into the Investment Agreement with Alberta Innovates. The Applicant agrees to indemnify, defend and hold harmless Alberta Innovates, its directors, officers, employees and agents against and from any and all third party claims, demands, actions and costs whatsoever (including legal costs on a solicitor and his own client full-indemnity basis) that may arise directly or indirectly out of any act or omission of the Applicant, or any of its directors, officers, employees, contractors, agents or legal representatives or the negligence or tortious act or willful misconduct of the Applicant or any of its directors, officers, employees, contractors, agents or legal representatives in relation to their obligations under this Investment Agreement. Further and without limiting the generality of the foregoing, in the event that any taxing authority, for whatever reason, seeks payment of any taxes from Alberta Innovates in respect of this Agreement, the Applicant agrees to indemnify Alberta Innovates from any such payments, including any fines, interest, or penalties related thereto, and the Applicant further agrees that Alberta Innovates may set off an amount equal to any such taxes (including applicable fines, interest and penalties) from any portions of the Investment owing to the Applicant. This section will survive termination or expiry of this Investment Agreement.
Liability and Indemnities. 8.1 The MRO shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with:
(a) any breach by the MRO of the warranties contained in clause 4;
(b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights.;
8.2 The maximum aggregate liability of MedCo under or in connection with this Agreement in respect of all claims by the MRO against MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise shall not exceed 100% of Charges paid by the MRO to MedCo pursuant to this Agreement.
8.3 With the exception of liability under an indemnity, which shall be unlimited, neither party shall be liable to the other party under this Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise.
8.4 Nothing in this Agreement shall limit the liability of any party for death or personal injury caused by the negligence of that party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this Agreement.
8.5 Unless expressly stated to the contrary, each party shall ensure that its Personnel comply with the terms and conditions set out in this Agreement (as appropriate). Each party shall be liable for the actions or omissions of its Personnel) as if they were actions or omissions of the relevant party.
Liability and Indemnities. 48.48Liability and Indemnities Neither Party excludes or limits liability to the other Party for: death or personal injury caused by its negligence; or fraud; or fraudulent misrepresentation; or any breach of any obligations implied by Section 2 of the Supply of Goods and Services ▇▇▇ ▇▇▇▇. Subject to Clauses 1.159 and 1.161, the Contractor shall indemnify the Agency and keep the Agency indemnified fully against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of the Services or the performance or non-performance by the Contractor of its obligations under the Contract or the presence of the Contractor or any Staff on the Agency Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Contractor, or any other loss which is caused directly or indirectly by any act or omission of the Contractor. The Contractor shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Agency or by breach by the Agency of its obligations under the Contract. Subject always to Clauses 1.158 and 1.162: the aggregate liability of a Party for any and all Defaults by that Party resulting in loss of or damage to the property of the other Party shall in no event exceed five million pounds [£5,000,000]; and the annual aggregate liability of either Party for any and all Defaults (other than a Default governed by Clauses 29, 30, 33, 36, 401.122, 1.161.1(a) or paragraphs 2.2, 2.4 or 3.5 of the Staff Transfer Schedule shall in no event exceed one million pounds [£1,000,000] Subject always to Clause 1.158, in no event shall either Party be liable to the other for any: indirect loss of profits, business, revenue or goodwill; and/or indirect loss of savings (whether anticipated or otherwise); and