Proportional reduction of liability. The liability of a party (Party A) for any Losses incurred by another party (Party B) will be reduced proportionately to the extent that any negligent act or omission of Party B (or of its subcontractors or Personnel) contributed to those Losses, regardless of whether legal proceedings are brought by Party A for negligence or breach of contract.
Proportional reduction of liability. The Recipient's liability to indemnify and release the Department under clauses
Proportional reduction of liability. The Recipient's liability to indemnify and release the Commonwealth under clauses 14.1 and 14.2 will be reduced proportionately to the extent that any negligent or unlawful act or omission, or wilful misconduct on the part of the Commonwealth (including its officers and employees) contributed to the relevant Loss.
Proportional reduction of liability. The Recipient's liability to indemnify and release the Department under clauses 15.1 and 15.2 will be reduced proportionately to the extent that any negligent or unlawful act or omission, or wilful misconduct on the part of the Department (including its officers and employees) contributed to the relevant Loss.
Proportional reduction of liability. Cepheid’s liability (if any) under this Sales Agreement for any loss and/or damage incurred by the Purchaser and/or any third party will be reduced proportionately to the extent that any fault, negligent act, or omission of the Purchaser (or its subcontractor, agent, or personnel) and/or third party contributed to those loss, damage, expense, or liability. PATENTS: Purchaser will: (i) within ten days after receipt by Purchaser of a communication, notice or other action relating to an alleged infringement, inform Xxxxxxx in writing of the event and furnish to Cepheid a copy of any communication, and (ii) give Cepheid all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend the suit or proceeding. Cepheid shall not be bound in any manner by any settlement made without its prior expressed written consent. In the event Goods are held to constitute infringement and their use is enjoined, Cepheid may, at its option, (i) obtain for Purchaser the right to continue using the Goods, (ii) modify the Goods so that they become non-infringing, or (iii) remove the Goods, grant Purchaser a credit and accept their return. Cepheid has no obligations under this section if the alleged infringement arises out of: (i) Cepheid’s compliance with Purchaser's specifications, (ii) Purchaser’s addition to or modification of a Product, or (iii) Purchaser's use of a Product with Goods provided by parties other than Cepheid. Cepheid's obligations under this section do not apply to any alleged infringement occurring after Purchaser has received notice of the alleged infringement unless Xxxxxxx subsequently gives Xxxxxxxxx express written consent for the continuing alleged infringement. Cepheid shall not be liable for any incidental or consequential damages arising out of a patent infringement. Cepheid's liability hereunder shall not exceed the purchase price paid by Purchaser for the allegedly infringing Goods. The foregoing states the sole and exclusive liability of Cepheid with respect to patent infringement and is in lieu of any and all other warranties, expressed or implied, in regard thereto.
Proportional reduction of liability. The Organisation's liability to indemnify the Commonwealth under clause 20.1 will be reduced proportionately to the extent that any fault on the Commonwealth's part contributed to the relevant loss, damage, expense, or liability.
Proportional reduction of liability. The Organisation's liability to indemnify the Commonwealth under clause
Proportional reduction of liability. Cepheid’s liability (if any) under this Sales Agreement for any loss and/or damage incurred by the Purchaser and/or any third party will be reduced proportionately to the extent that any fault, negligent act, or omission of the Purchaser (or its subcontractor, agent, or personnel) and/or third party contributed to those loss, damage, expense, or liability. DE-IDENTIFICATION OF PERSONAL DATA: The Purchaser acknowledges that Cepheid would not require access to any Personal Data, including patients’ Personal Data, at any time in performance of its obligations under this Sales Agreement. Where applicable, in the event any data is required to remedy technical issues and/or performance of the equipment and/or Products (“Permitted Purposes”), the Purchaser agrees that prior to providing or granting access to such data to Cepheid, the Purchaser shall be responsible to ensure all Personal Data in such data, if any, are De- Identified and Coded to ensure that the identity of the individual to whom the data pertains is not identifiable to and is not traceable by Cepheid and/or Xxxxxxx’s Personnel. The Purchaser further represents that it has established policies and procedures in place to prevent the release of individuals’ Personal Data and is responsible for informing and ensuring its employees to comply with the Purchaser’s obligations in this clause. The Purchaser shall fully indemnify Cepheid and its affiliates against any and all claims, losses or damages arising from or related to non-compliance of this clause including but not limited to costs on a solicitor/attorney-client basis. For the purpose of this clause,
Proportional reduction of liability. The Licensee's liability to indemnify and release the Director under clauses 23.1 and
Proportional reduction of liability. Cepheid’s liability (if any) under this Sales Agreement for any loss and/or damage incurred by the Purchaser and/or any third party will be reduced proportionately to the extent that any fault, negligent act, or omission of the Purchaser (or its subcontractor, agent, or personnel) and/or third party contributed to those loss, damage, expense, or liability.
