Indemnification Limitation on Liability Clause Samples
The "Indemnification; Limitation on Liability" clause defines the parties' responsibilities for covering certain losses and sets boundaries on the amount or types of damages that can be claimed. Typically, this clause requires one party to compensate the other for specific claims, damages, or legal costs arising from breaches, negligence, or third-party actions, while also capping the total liability or excluding certain types of damages like consequential or punitive damages. Its core function is to allocate risk between the parties, ensuring that liability is predictable and manageable, and to protect each party from excessive or unforeseen financial exposure.
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Indemnification Limitation on Liability. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, the Trustees of the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses, collectively “Losses”) arising from or in connection with the performance of the Sub-Adviser’s duties and obligations under this Agreement to the extent resulting from or relating to Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or reckless disregard of the Sub-Adviser’s duties and obligations under this Agreement; provided, however, that that the Sub-Adviser’s obligation under this Section 8 shall be reduced to the extent that the Losses experienced by the Adviser or Trust are caused by or are otherwise directly related to the Adviser’s own willful misfeasance, fraud, bad faith or gross negligence or reckless disregard by Adviser of its obligations and duties under this Agreement;. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof from and against any and all Losses arising from or in connection with this Agreement or with the performance of the Adviser’s duties and obligations under this Agreement to the extent resulting from or relating to Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or reckless disregard of the Adviser’s duties and obligations under this Agreement, provided, however, that the Adviser’s obligation under this Section 8 shall be reduced to the extent that the Losses experienced by the Sub-Adviser, are caused by or are otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or reckless disregard of the Sub-Adviser’s duties and obligations under this Agreement. Notwithstanding anything to the contrary contained herein, no party to this Agreement shall be responsible or liable for its failure to perform under this Agreement or for any Losses to the Assets resulting from any event beyond the reasonable control of such party or its agents, including, but not limited to, nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental auth...
Indemnification Limitation on Liability. The Developer, for itself and its successors and assigns, agrees to indemnify and hold harmless DHCD and the Municipality against all damages, costs and liabilities, including reasonable attorney’s fees, asserted against DHCD or the Municipality by reason of its relationship to the Development under this Agreement to the extent the same is attributable to the acts or omissions of the Developer and does not involve the negligent acts or omissions of DHCD or the Municipality.
Indemnification Limitation on Liability. (i) Company acknowledges this License Agreement will not subject SOG, its Affiliates or their respective equity holders, directors, officers, members, agents or employees (each, a “SOG Party”) to any Losses whatsoever, except as directly caused by the gross negligence, willful misconduct or fraudulent conduct on the part of such SOG Party; provided, however, that SOG’s and each other SOG Party’s aggregate liability, collectively, as a result of 7 WEST 203978356 v17
(ii) EXCEPT AS SPECIFICALLY SET FORTH IN THIS LICENSE AGREEMENT, EACH COMPANY HEREBY RELEASES AND AGREES TO INDEMNIFY AND HOLD HARMLESS EACH SOG PARTY FROM ANY AND ALL LOSSES (A) ARISING FROM, IN CONNECTION WITH, OR RELATING TO THIS LICENSE AGREEMENT (INCLUDING MISUSE OR INAPPROPRIATE DISCLOSURE OF ANY PORTION OF THE DATA AND/OR DERIVATIVES, OR ANY OTHER BREACH OF THIS LICENSE AGREEMENT BY ANY OF THE ENTITIES NAMED IN SECTIONS 3(a) – (h) OF THIS LICENSE AGREEMENT) TO THE EXTENT NOT DIRECTLY CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT OF SUCH SOG PARTY OR (B) ARISING FROM OR RELATING TO ANY MATERIAL BREACH, VIOLATION OR INACCURACY OF ANY OF A COMPANY’S COVENANTS, REPRESENTATIONS OR WARRANTIES HEREUNDER.
(iii) EXCEPT AS SPECIFICALLY SET FORTH IN THIS LICENSE AGREEMENT AND SUBJECT TO THE PROVISIONS OF SECTION 7(a)(ii) HEREIN AND SECTION 9(c) OF THE SERVICES AGREEMENT, SOG HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS SUBSIDIARIES AND AFFILIATES AND EACH OF THEIR RESPECTIVE EQUITY HOLDERS, MANAGERS, OFFICERS, UNITHOLDERS, AGENTS AND EMPLOYEES (EACH, A “COMPANY PARTY”) FROM ANY AND ALL (A) LOSSES TO THE EXTENT ARISING FROM, IN CONNECTION WITH, OR RELATING TO A SOG PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT CONDUCT IN CONNECTION WITH SOG’S GRANT OF THE LICENSE CONTEMPLATED HEREBY OR (B) THIRD PARTY CLAIMS TO THE EXTENT ARISING FROM, IN CONNECTION WITH, OR RELATING TO THE FAILURE OF SOG TO HAVE VALID RIGHT, TITLE AND INTEREST IN AND TO THE DATA.
(iv) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7(a)(ii), THE INDEMNITY OBLIGATION IN SECTION 7(a)(ii) SHALL APPLY REGARDLESS OF CAUSE OR OF ANY NEGLIGENT ACTS OR OMISSIONS (INCLUDING, WITHOUT LIMITATION, SOLE NEGLIGENCE, CONCURRENT NEGLIGENCE OR STRICT LIABILITY), BREACH OF DUTY (STATUTORY OR OTHERWISE), VIOLATION OF LAW OR OTHER FAULT OF ANY INDEMNIFIED PERSON OR ANY PRE-EXISTING DEFECT; PROVIDED, HOWEVER, THAT, SOLELY WITH RESPECT TO SECTION 7(a)(ii), THIS PROVISION SHALL NOT APPLY TO THE GROSS NEGLIGE...
Indemnification Limitation on Liability. Consultant shall indemnify and hold harmless the County, its council, officials, officers, employees and agents from, and shall defend it and them against, any and all liabilities, obligations, losses, damages, judgments, costs, expenses (including reasonable legal fees and costs of investigation) arising from, in connection with or caused by any act or omission of Consultant. Notwithstanding the foregoing, Consultant shall have no obligation under this Section with respect to any loss that is caused by the gross negligence or willful misconduct of the County. THE COUNTY'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE THOSE PROVIDED FOR IN SECTION 3 OF THIS AGREEMENT. THE COUNTY SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR INJURY OF ANY KIND IN CONNECTION WITH THIS AGREEMENT.
Indemnification Limitation on Liability. Insurance 27 Article 15 Dispute Resolution 30 Article 16 General Provisions 30 Article 17 Miscellaneous 31 Exhibits *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Indemnification Limitation on Liability a. Sorrento shall indemnify, defend and hold Harbrew and its parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives (the "Harbrew Indemnified Parties") harmless from and against any and all claims, liabilities, demands, actions, causes of action, judgments, settlements, and expenses (including, but not limited to, reasonable attorneys' fees, costs, and expenses) ("Damages") arising out of or in connection with any (i) third-party claims based upon infringement of any United States patent, copyright, or other proprietary right by the Intellectual Property, excepting any Damages resulting from the intentionally wrongful or negligent acts of the Harbrew Indemnified Parties or (ii) third-party product-liability claim in which the death, personal injury, illness, property damage or other loss is conclusively determined to have resulted from the proper use of the Product manufactured by Sorrento and dispensed by a licensed veterinarian.
b. Harbrew shall indemnify, defend and hold Sorrento and its parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives (the "Sorrento Indemnified Parties") harmless from and against any and all claims, liabilities, demands, actions, causes of action, judgments, settlements, and expenses (including, but not limited to, reasonable attorneys' fees, costs, and expenses) ("Damages") arising out of or in connection with Harbrew' breach of any representation, warranty, covenant, or agreement made by Harbrew under or in connection with this Agreement or the failure of Harbrew to perform any of its covenants or agreements contained in this Agreement.
c. Upon obtaining knowledge thereof, the party to be indemnified (the "Indemnified Party") shall promptly notify the party which is required to provide indemnification (the "Indemnifying Party") in writing of any damage, claim, loss, liability or expense which the Indemnified Party has determined has given rise or could give rise to a claim under this Section 16 (such written notice being hereinafter referred to as a "Notice of Claim"). A Notice of Claim shall contain a brief description of the nature and estimated amount of any such claim giving rise to a right of indemnification. With respect to any claim or demand set forth in a Notice of Claim relating to a third-party claim, the Indemnifying Party shall have the power and right to defend, direct the defense, compromise and settle, in good faith and at its expens...
Indemnification Limitation on Liability. The Developer, for itself and its successors and assigns, agrees to indemnify and hold harmless the Subsidizing Agency and any Monitoring Agent against all damages, costs and liabilities, including reasonable attorney’s fees, asserted against the Subsidizing Agency or the Monitoring Agent by reason of its relationship to the Development under this Agreement and not involving the Subsidizing Agency or the Monitoring Agent acting in bad faith or with gross negligence.
Indemnification Limitation on Liability. 10.1. Broadcaster shall indemnify, defend and hold harmless Dish TV and its officers, directors, employees, and agents against and from any and all third party claims, lawsuits, costs, liabilities, judgments, damages and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with:
(i) Breach of any of the warranties and representations provided by Broadcaster, other provisions of this Agreement, applicable laws, rules, regulations and Codes such as Programming and Advertising Codes etc.,
(ii) The distribution by Dish TV of the Channel through the DTH services, in accordance with the terms of this Agreement which if results in a violation of the rights of any third party, including any intellectual property rights.
10.2. Under no circumstances shall either Party be liable to the other for any indirect, special or consequential loss or damages arising under this Agreement.
Indemnification Limitation on Liability. Section 8.01. Limited Liability Section 8.02. Indemnification by GEMH Section 8.03. Indemnification by Mortgage Services Section 8.04. Loans and Loan Assets Indemnification
Indemnification Limitation on Liability. Section 11.