Limitation of Liability; Indemnity. (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager.
Limitation of Liability; Indemnity. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT OR UNDER ANY AGREEMENT, DOCUMENT, OR INSTRUMENT DELIVERED PURSUANT TO THIS AGREEMENT, INCLUDING WARRANTIES WITH RESPECT TO MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY SERVICES, SOFTWARE OR HARDWARE PROVIDED HEREUNDER AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. EXCEPT TO THE EXTENT ARISING OUT OF GROSS NEGLIGENCE OF WILLFUL MISCONDUCT BY THE COMPANY, ITS AFFILIATES OR SUBCONTRACTORS, THE COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, UNFORESEEN, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DIMINUTION OF VALUE, LOSS OF PROFITS, BUSINESS REPUTATION OR OPPORTUNITY, OR DAMAGES THAT ARE CALCULATED AS A MULTIPLE OF EARNINGS, REVENUE OR OTHER SIMILAR MEASURE. The Buyer shall indemnify and hold the Company and its Affiliates, officers, employees and directors harmless from and against any Damages arising out of, relating to, or in connection with (i) a material breach by Buyer of this Agreement or under any agreement, document, or instrument delivered pursuant to this Agreement, or (ii) Buyer’s gross negligence or willful misconduct; provided, however, that Buyer will not indemnify the Company to the extent that such losses directly arise out of or result from the Company’s gross negligence or willful misconduct or to the extent a Buyer Indemnified Party is entitled to indemnification for such losses pursuant to Section 6.1 of the Purchase Agreement. The Company agrees to indemnify and hold Buyer and its Affiliates, officers, employees and directors harmless from and against any Damages arising out of, relating to, or in connection with the Company’s, its Affiliates’ and its subcontractors’ gross negligence or willful misconduct in providing the Services provided under this Agreement or under any agreement, document, or instrument delivered pursuant to this Agreement; provided, however, that the Company will not indemnify Buyer to the extent that such losses directly arise out of or result from Buyer’s gross negligence or willful misconduct or to the extent the Company, its Affiliates or their Representatives are entitled to indemnification for such losses pursuant to Section 6....
Limitation of Liability; Indemnity. INSUrANcE
Limitation of Liability; Indemnity. NEITHER HI-REZ NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, PARTNERS, OR VENDORS SHALL BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF THE SOFTWARE PRODUCT OR ANY USE OF THE SOFTWARE PRODUCT OR SERVICE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, APPLICABLE HARDWARE DEVICE FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES. FURTHER, NEITHER HI-REZ NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, PARTNERS, OR VENDORS SHALL BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE TO PLAYER CHARACTERS, VIRTUAL GOODS (E.G., EQUIPMENT, WEAPONS, SKINS, AUDIO PACKS, AESTHETIC FLAIR, ETC.), OR CURRENCY, ACCOUNTS, STATISTICS, OR USER STANDINGS, RANKS, OR PROFILE INFORMATION STORED BY THE SOFTWARE PRODUCT OR THE SERVICE. HI-REZ SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE, INCLUDING, WITHOUT LIMITATION, ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. IN NO EVENT WILL HI-REZ BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES. IN NO EVENT SHALL HI- REZ’S LIABILITY, OR THE LIABILITY OF ITS PARENT, SUBSIDIARIES, AFFILIATES, PARTNERS, OR VENDORS, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED IN THE AGGREGATE THE TOTAL FEES PAID BY YOU TO HI-REZ DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME SUCH CLAIM AROSE. You hereby agree to defend, indemnify, and hold Hi-Rez and its parent, subsidiaries, affiliates, and vendors harmless from and against any claim, liability, loss, injury, damage, cost, or expense (including reasonable attorneys’ fees) incurred by Hi-Rez arising out of or related to your use of the Software Product or Service. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.
Limitation of Liability; Indemnity a) PARTICIPANT ACKNOWLEDGES, UNDERSTANDS AND ACCEPTS THAT ICE TRADE VAULT MAKES NO WARRANTY WHATSOEVER TO PARTICIPANT AS TO THE SYSTEM, OR THE ICE eCONFIRM SERVICE, EXPRESS OR IMPLIED, AND THAT THE SYSTEM AND THE ICE eCONFIRM SERVICE ARE PROVIDED ON AN “AS IS” BASIS AT PARTICIPANT’S SOLE RISK. ICE TRADE VAULT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANT- ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER ICE NOR ITS MANAGERS, OFFICERS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY WITH RESPECT TO, AND NO SUCH PARTY SHALL HAVE ANY LIABILITY TO PARTICIPANT (i) FOR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY OF THE SYSTEM OR THE ICE eCONFIRM SERVICE OR (ii) FOR DELAYS, OMISSIONS OR INTERRUPTIONS THEREIN. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE ICE eCONFIRM SERVICE DOES NOT AND SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY DECISIONS MADE BY PARTICIPANT AND THAT ICE TRADE VAULT IS NOT AN ADVISOR OR FIDUCIARY OF PARTICIPANT.
Limitation of Liability; Indemnity. The Parties acknowledge and agree that the provisions relating to force majeure, indemnity and the limitation of liability are set forth in the Omnibus Agreement. Notwithstanding anything in this Lease or the Omnibus Agreement to the contrary and solely for the purpose of determining which of the Related Refinery Owners or the Relevant Asset Owners shall be liable in a particular circumstance, neither a the Related Refinery Owner nor the Relevant Asset Owner shall be liable to another Party for any default, loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, “Damages”) by such Party except to the extent set forth in the Omnibus Agreement and to the extent that the Related Refinery Owner or the Relevant Asset Owner causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages. In no event shall any Related Refinery Owner have any liability to another Related Refinery Owner, or shall any Relevant Asset Owner have any liability to another Relevant Asset Owner, for Damages, regardless of how caused or under any theory of recovery.
Limitation of Liability; Indemnity. You hereby release Marquette Bank from any liability and agree not to make any claim or bring any action against us for honoring or allowing any actions or transactions where you have authorized the person performing the action or transaction to use your account(s) and/or you have given your password to such person, or in the case of a jointly held account, such person is one of the owners of the account. You agree to indemnify Marquette Bank and hold it harmless from and against any and all liability (including but not limited to reasonable attorney fees) arising from any such claims or actions. Our liability to you is explained in any Agreements, Notices, or Disclosures that we separately provide to you from time to time regarding your accounts and Online Banking for Business. This section explains our liability to you only to the extent that our liability has not been separately disclosed to you by any of these Agreements, Notices, or Disclosures. Under no circumstances will we have any liability to you for failing to provide you access to your accounts or Online banking for Business. Furthermore, unless otherwise required by applicable law, we will only be responsible for performing the Online Banking for Business service as expressly stated in this Agreement, and will only be liable for material losses incurred by you to the extent such losses directly result from our gross negligence or intentional misconduct in performing Online Banking for Business Services. YOU AGREE THAT BANK SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, SPECIAL EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF THE USE BY YOU OF ANY SERVICE EVEN IF YOU, BANK OR BANK’S SERVICE PROVIDER HAVE BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT ALLOWED BY LAW, BANK’S LIABILITY TO YOU UNDER THIS AGREEMENT OR ANY APPLICABLE SERVICE AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM BANK’S FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL BANK BE LIABLE TO YOU FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU AND RECEIVED BY BANK DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED, WHICH SHALL BE DETERMINED BY THE EARLIER OF THE DATE WHEN YOU FIRST BECAME AWARE OF THE CLAIM OR THE DATE WHEN, THROUGH THE EXERCISE OF REASONABLE CARE, YOU REASONABLY SHOULD HAVE BECOME ...
Limitation of Liability; Indemnity. The Security Interests are granted as security only and shall not subject the Collateral Agent to, or transfer or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral or any transaction in connection therewith. The Collateral Agent, each of the other Secured Parties and any successor or assign thereof are hereby absolved from all liability for failure to collect against the Grantor and from all other responsibility in connection therewith, except the responsibility of each to account (by application upon the Secured Obligations or otherwise) to the Grantor for payments actually received. The Grantor agrees to indemnify and hold harmless the Collateral Agent and the Trustee against any and all liabilities, actions, claims, judgments, costs, charges and attorneys’ fees by reason of any third party claim to the Collateral, and the Collateral Agent shall have the right to defend against any such third party claims or actions, employing attorneys of the Collateral Agent’s own selection and if not furnished with indemnity satisfactory to them, the Collateral Agent shall have the right to compromise and adjust any such claims, actions and judgments, and in addition to the rights to be indemnified as herein provided, all amounts paid by the Collateral Agent in compromise, satisfaction or discharge of any such claims, actions or judgments, and all court costs, attorneys’ fees and other expenses of every character expended by the Collateral Agent pursuant to the provisions of this Section 2.3 shall be a demand obligation (which obligation the Grantor hereby expressly promises to pay) owing by the Grantor and shall be a part of the Secured Obligations. The Grantor agrees to pay, indemnify, and hold the Collateral Agent and the Trustee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Note Documents. WITHOUT LIMITATION, IT IS THE INTENTION OF GRANTOR AND GRANTOR AGREES THAT THE FOREGOING RELEASES AND INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ALL CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES (INCLUDING WITHOUT LIMITATION CONSEQUENTIAL DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES AND FURTHER INCLUDING WITHOUT LIMIT...
Limitation of Liability; Indemnity. 10.1 Other than as set forth in Article 2 hereof, the Licensor, by this License Agreement, makes no representations or warranties as to the validity and/or breadth of the inventions contained in the Patent Rights and the Company so acknowledges. Other than as set forth in Article 2, the Licensor, by this License Agreement makes no representations or warranties as to patents now held or which will be held by others in the field of the Licensed Products and/or Licensed Processes for a particular purpose.
Limitation of Liability; Indemnity. In no event shall Seller be liable for consequential, special, indirect, incidental, punitive or exemplary loss, damage (including without limitation lost profits) or expense relating to this Agreement or the transactions contemplated herein, regardless of whether buyer has been apprised of the likelihood of such damages occurring. The provisions of this Section 10 shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence) or otherwise. Buyer shall indemnify and hold harmless (including by way of reimbursement) Seller and its Representatives, from and against any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of, or related to, Buyer’s importation, distribution, sale or use of the Purchased Commodities or any negligent or willful act or omission in connection therewith by Buyer. Seller's total liability on any and all claims under this Agreement shall not exceed the Purchase Price. As used herein, "Representatives" shall mean a Party's Affiliates (defined herein) and its and its Affiliates' respective directors, officers, employees, agents, and advisors (including its and its Affiliates' advisors, attorneys, accountants, and other consultants). For purposes of clarity, Cantera shall be deemed a Representative of Seller. As used herein, “Affiliate” means, with respect to a specified entity, (i) any entity directly or indirectly controlling, controlled by or under common control with the specified entity, or (ii) any entity owning or controlling 10% or more of the outstanding voting securities or beneficial interests of the specified entity. As used herein “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The provisions of this Section 10 shall survive termination of this Agreement to the extent required to give them their proper and intended effect.
