No Vicarious Liability Sample Clauses

No Vicarious Liability. Buyer shall not, and shall cause the other Buyer Indemnified Parties not to, assert or threaten any claim or other method of recovery, in contract, in tort or under statute, against any Person other than Seller. Buyer shall be liable for all attorneys’ fees and court costs arising from a breach of this Section 15.12.
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No Vicarious Liability. Notwithstanding anything in this Agreement to the contrary, all liabilities and obligations arising out of this Agreement and the transactions contemplated hereby will be limited to the parties to this Agreement, and a Person that is not a party to this Agreement will not have any liability or obligation hereunder or with respect to the transactions contemplated hereby.
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No Vicarious Liability. Emerald and Liberty shall not, and shall cause the Emerald Indemnified Parties and the Liberty Indemnified Parties not to, assert or threaten any claim or other method of recovery, in contract, in tort or under statute, against any Person other than Liberty or Emerald. Liberty and Emerald, as applicable shall be liable for all attorneys’ fees and court costs arising from a breach of this Section 15.12.
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No Vicarious Liability. Emerald and Kxxx shall not, and shall cause the Emerald Indemnified Parties and the Kxxx Indemnified Parties not to, assert or threaten any claim or other method of recovery, in contract, in tort or under statute, against any Person other than Kxxx or Emerald. Kxxx and Emerald, as applicable shall be liable for all attorneys’ fees and court costs arising from a breach of this Section 14.12.
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No Vicarious Liability. Except for the Holders’ several (but not joint) liability to the extent provided under Article VIII, this Agreement shall not create or be deemed to create or permit any personal liability or obligation on the part of any direct or indirect equityholder of the Company or Parent or any officer, director, employee, Representative or investor of any party hereto or any of their respective Affiliates.
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No Vicarious Liability. This Agreement may only be enforced against the parties who are signatories hereto, the Transaction Beneficiaries and their respective successors and permitted assigns. Any claims or Actions that may be based upon, arise out of, or relate to this Agreement, the Transaction Beneficiary Joinder or the negotiation, execution or performance of this Agreement or the Transaction Beneficiary Joinder (including any representation or warranty made in or in connection with this Agreement or the Transaction Beneficiary Joinder or as an inducement to enter into this Agreement) may be made only against the Persons that are signatories to this Agreement, the Transaction Beneficiary Joinder and their respective successors and permitted assigns, and no agent, Affiliate or representative of any such Person (including any Person negotiating or executing this Agreement or the Transaction Beneficiary Joinder on behalf of such Person), in their capacity as such, and in the case of the Purchaser, any Purchaser Representative, will have any liability or obligation with respect to this Agreement or with respect to any claim or Action that may arise out of or relate to this Agreement or the transactions contemplated hereby, or the negotiation, execution, or performance of this Agreement (including a representation or warranty made in connection with this Agreement or as an inducement to enter into this Agreement) or the transactions contemplated hereby. Notwithstanding anything to the contrary herein or otherwise, nothing in this Agreement (including this Section‎ 9.15) shall limit, restrict or prohibit any rights, remedies, claims or causes of action (or recovery in connection therewith) under the R&W Insurance Policy, or in respect of Fraud. The agents, Affiliates and representatives of any party signatory to this Agreement and, with respect to the Purchaser, the Purchaser Representatives, are expressly intended as third-party beneficiaries of Section‎ 9.8 and this provision of this Section‎ 9.15. * * * * *
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No Vicarious Liability. The Company may in its absolute discretion engage any agent, correspondent or contractor to carry out or procure any of the matters under or contemplated in this Master Agreement and the Company shall not be liable to the Merchant for any act, omission, negligence, fraud or default of whatever description of such agent, correspondent or contractor.
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No Vicarious Liability. Pursuant to Government Code section 820.9, as may be amended, members of the Board of Directors for the AUTHORITY are not vicariously liable for injuries caused by the act or omission of the AUTHORITY or any of its MEMBERS. Nothing in this section exonerates an official from liability for injury caused by that individual’s own wrongful conduct. Nothing in this section affects the immunity of any other public official.
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Related to No Vicarious Liability

  • Advisor’s Liability The Advisor 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, and advertising and sales materials), except for information supplied by the co-administrators or the Trust or another third party for inclusion therein. The Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by Advisor or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement.

  • No Personal Liability Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

  • Products Liability There is no Action before any Governmental Authority involving Seller based upon breach of product warranty, strict liability in tort, negligent design, negligent manufacture of product, defects in design, manufacture, materials or workmanship, negligent provision of services, or any other allegation of liability, including or resulting in product recalls, arising from the materials, design, testing, manufacture, packaging, labeling (including instruction for use), documentation or sale of products (collectively, “Product Claims”; and, to the Knowledge of Seller, there is no basis for any such Product Claim. To the Knowledge of Seller, there are no material errors in any published technical documentation, specifications, manuals or user guides provided in the ordinary course of business to customers of the Business. There have been no material defects in design, manufacturing, materials or workmanship, including any failure to warn, or any breach of express or implied warranties or representations, which involve any product manufactured (or to be manufactured), shipped, sold, installed or delivered by or on behalf of Seller. There have been no product recalls by Seller with respect to any products manufactured (or to be manufactured), shipped, sold, installed or delivered by or on behalf of Seller, or to the Knowledge of Seller any investigation or consideration of or decision made by any Person or Governmental Authority concerning whether to undertake or not to undertake any recall. All manufacturing standards applied, testing procedures used, and product specifications disclosed to customers by Seller have complied in all material respects with all requirements established by any applicable Law or any Governmental Authority.

  • Breach Liability 7.1 Subject to provisions under Section 4 of this Agreement, Party B and Party C shall jointly and severally indemnify and hold harmless Party A and any of its shareholders, directors, employees, affiliates, agents, successors and trustees from any claim, harm, expenses, indemnities, liabilities, fines or any other loss or damages arising from:

  • Contractual Liability Liability for payments under the Plan shall be the responsibility of the:

  • Seller's Liability SELLER’s liability with respect to the Product sold to END USER shall be limited to the warranty provided herein. SELLER shall not be subject to any other obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence and strict liability) or other theories of law, with respect to products sold or services rendered by seller, or any undertaking, acts or omissions relating thereto. Without limiting the foregoing, SELLER specifically disclaims any liability for property or personal injury damages, penalties, special or punitive damages, damages for lost profits or revenues, services, down time, shut down or slow down costs, or for any other types of economic loss, and for claims of END USER’s customers or any third party for any such damages. SELLER shall not be liable for and disclaims all consequential, incidental and contingent damages whatsoever.

  • Reinsurer’s Liability The Reinsurer’s liability with respect to the Reinsured Risks will terminate on the earliest of: (i) the date the Company’s liability with respect to the Reinsured Risks is terminated and all amounts due the Company from the Reinsurer with respect to such Reinsured Risks are paid to the Company by or on behalf of the Reinsurer; and (ii) the date this Agreement is terminated upon the written agreement of the parties.

  • Liabilities for Breach of Agreement 9.1 In the event any Party failed to perform any of its obligations under this Agreement, or made any untrue or inaccurate representations or warranties, such Party shall be liable for all the losses of other Parties for breach of the Agreement. This Article 9 shall not influence any other right of Party A under this Agreement.

  • LESSOR'S LIABILITY The term "Lessor" as used herein shall mean only the owner or owners, at the time in question, of the fee title or a lessee's interest in a ground lease of the Office Building Project, and except as expressly provided in paragraph 15, in the event of any transfer of such title or interest, Lessor herein named (and in case of any subsequent transfers then the grantor) shall be relieved from and after the date of such transfer of all liability as respects Lessor's obligations thereafter to be performed, provided that any funds in the hands of Lessor or the then grantor at the time of such transfer, in which Lessee has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Lessor shall, subject as aforesaid, be binding on Lessor's successors and assigns, only during their respective periods of ownership.

  • Personal Liability 14.1 In the case of a Fund organized as a Massachusetts business trust, a copy of the Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Board of Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund; provided, however, that the Declaration of Trust of the Fund provides that the assets of a particular Series of the Fund shall under no circumstances be charged with liabilities attributable to any other Series of the Fund and that all persons extending credit to, or contracting with or having any claim against, a particular Series of the Fund shall look only to the assets of that particular Series for payment of such credit, contract or claim.

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