Liability and Indemnity Clause Samples

Liability and Indemnity a) Nothing in these Terms & Conditions limits any liability which cannot legally be limited, including but not limited to liability for: i. death or personal injury caused by IAL’s negligence or the negligence of its employees, agents or subcontractors, ii. fraud or fraudulent misrepresentation; or iii. any obligation to indemnify for third party claims, costs, losses, damages or expenses; or iv. any other liability which cannot be lawfully excluded or limited. b) Subject to Clause 11(a) above, neither party shall be liable to the other party, whether in tort (including negligence), contract, breach of statutory duty, or otherwise arising under or in connection with these terms for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of damage to goodwill and any indirect or consequential losses. c) Subject to Clause 11(a) above, each party’s total liability (whether in contract, tort or otherwise) under or in connection with these Terms & Conditions shall be limited to the Participation Fees paid in each Exhibition year (as applicable), under these Terms & Conditions. d) Each party (in such instance, the “Indemnifying Party”) assumes responsibility and agrees to indemnify and defend the other party and its respective affiliates and their respective directors, officers, agents and employees (in such instance, the “Indemnified Parties”) from any third party claims, costs, losses, damages or expenses (including any reasonable legal fees) arising out of: (a) the Indemnifying Party’s use or provision, as the case may be, of the Exhibition Venue by themselves or their agents, subcontractors or employees; (b) the Indemnifying Party’s or their agents’, subcontractors’ or employees’ failure of observe and/or perform the Contract and/or breach of any representation or warranty set forth in the Contract; (c) death, personal injury or property damage caused by the Indemnifying Party’s negligence or the negligence of its agents, subcontractors or employees; or (d) any violation or infringement (or claimed violation or infringement) by the Indemnifying Party or its agents, subcontractor or employees of any image, copyright, trademark or trade secret rights or privileges, whether during the Exhibition or in connection with materials supplied to the Indemnified Parties for use in accordance with the Contract, provided that the Indemnified Parties have not modified the foregoing. e) IAL does not represent any compa...

Liability and Indemnity. 15.1. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, Y▇▇▇▇▇ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, Y▇▇▇▇▇ MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE VALIDITY OF ANY OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY THIRD PARTY FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY PRODUCT; (ii) THE USE OF THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING. 15.2. IN NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY BE LIABLE TO THE COMPANY OR ANY OF ITS AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE COMPANY OR ITS AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT EXCEPT IN CASE AS A RESULT OF GROSS NEGLIGENCE OR DELIBERATE ACTION OR OMISSION DONE BY Y▇▇▇▇▇, THE RESEARCHER, THE UNIVERSITY, OR THE REPRESENTATIVES OF Y▇▇▇▇▇ AND/OR OF THE UNIVERSITY. 15.3. The Company shall be lia...

Liability and Indemnity. 7.1 Nothing in this Agreement shall operate to exclude or limit our liability for death or personal injury caused by our negligence; any breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; fraud; or any other liability which cannot be excluded or limited under applicable law. 7.2 This clause 7 applies in addition to any limitation of liability specific to a particular service as set out in Schedules 1 and 2. 7.3 Except as expressly and specifically provided in this Agreement: 7.3.1 you assume sole responsibility for results obtained from the use of the Services and any Software, and for conclusions drawn from such use. We shall have no liability to you or any third parties for any damage caused by errors or omissions in any information or instructions provided to us by you in connection with the Services and/or any Software, or any actions taken by us at your direction; 7.3.2 the Services and Software are provided to you on an "as is" basis and except as set out herein all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. 7.4 Subject to clause 7.1, we shall have no liability to you or any third parties for: 7.4.1 any loss of profits; loss of anticipated savings; loss of business opportunity or loss of goodwill or wasted management time which you may suffer, whether they arise directly or indirectly or are immediate or consequential and whether they arise in contract, tort (including negligence) or otherwise; or 7.4.2 any indirect or consequential loss or special damage (even though we were aware of the circumstances in which such special damage could arise); or 7.4.3 any and all problems, delays, delivery failures and all other loss or damage or costs or expenses incurred by you arising from or caused by your System; your equipment; your network; your failure to maintain internet connectivity or any breach of your obligations under this Agreement; or 7.4.4 any loss of, or damage to, your System caused by any third party (except those third parties subcontracted by Us to perform any of the Services). 7.5 In the event that you suffer loss of or damage to your Data, incur any fines from a regulatory body or incur any claim from a third party as a result of our breach of this Agreement or the negligence of our personnel, our total liability to you for loss of or damage shall b...

Liability and Indemnity. Without prejudice to any other terms of this Agreement, relating to the limitation of liability and provision of indemnities, the following clauses shall apply to our Electronic Services.

Liability and Indemnity. 9.1 The Bank and its Representatives shall only be liable for any loss, damage, cost or expense suffered by the Customer caused as a direct result of its or their gross negligence or willful default. Neither the Bank nor its Representatives are liable for any other direct or indirect loss or damage suffered or incurred by the Customer irrespective of whether the Bank or its Representatives had been advised of the possibility of such loss or damage or arising from a breach of this Agreement. In any event the total aggregate liability of the Bank and its Representatives for any and all loss, damage, cost or expense shall be limited to the Customer Fees paid by the Customer for the immediately preceding calendar year in which the loss or damage has incurred. 9.2 The Customer shall be liable for (i) any action taken by any User under this Agreement and for Instructions issued by a person to whom information relating to the Entitled Rights and use of the Services has been disclosed by the Customer, its employees or agents, and (ii) compliance with, the terms of this Agreement and, any other instruction given to the Customer by the Bank from time to time with respect to the Services, and for any loss, damage, liability, cost and expenses that the Bank may suffer as a result of the Customer breach of this Agreement and failure by the Customer to comply with the requirements of the Bank or the terms of this Agreement. 9.3 The Customer hereby agrees and undertakes to protect, defend, hold harmless, indemnify and keep the Bank fully indemnified of, from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, causes of action, costs and expenses of any kind and nature whatsoever that may be imposed on or asserted against or incurred or suffered or sustained by the Bank or its Representatives directly or indirectly as a result of or in consequence of the (i) Bank's compliance with the Instructions, (ii) the use of the Services by the Customer, or (iii) any breach of the terms of this Agreement by the Customer. 9.4 The Customer also fully and irrevocably waives, releases, discharges and relinquishes the Bank from any and all claims, obligations and rights that the Customer may have against the Bank under the law or otherwise. 9.5 The Bank does not warrant that the information available through the Services is accurate, sufficient or error free or that such information is current and up to date at the time it is accessed.

Liability and Indemnity. IUCN shall not be held liable for any damage caused or sustained by the Consultant, including any damage caused to its employees and / or third parties as a consequence of or during the provision of the Services or the implementation of the Present Agreement.

Liability and Indemnity. You agree that we shall not be liable for any default of any counterparty, bank, custodian or other entity which holds money on your behalf or with or through whom transactions are conducted. The Company will not be liable for loss suffered by you in connection to your funds held by us, unless such loss directly arises from our gross negligence, willful default or fraud.

Liability and Indemnity. 17.1 Neither Party may limit its liability for personal injury or death caused by negligence, fraud or fraudulent representation. 17.2 Subject to clause 17.1, the Authority does not accept any liability to the Grantee or to any third Party for any costs, claims, damage or losses however they are incurred. 17.3 The Grantee agrees to indemnify the Authority for any costs, claims, damage or losses which arise as a result of negligence by the Grantee or out of any breach by the Grantee of any terms of this Grant Contract.

Liability and Indemnity. 1. The Transfer Agent shall be liable hereunder for any loss, cost, expense or damage, including reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent h...