Non-Liable Party definition
Examples of Non-Liable Party in a sentence
The Liable Party shall indemnify the Non-Liable Party and any members of the Non-Liable Party’s Group and hold each of them harmless against any Liabilities (other than Liabilities of such Non-Liable Party) arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify any Non-Liable Party with respect to any matter to the extent that such Non-Liable Party has engaged in any knowing violation of Law, fraud or misrepresentation in connection therewith.
The Non-Liable Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Non-Liable Party pursuant to this Agreement).
Nothing in this Section 14.2 shall limit the liability of a Non-Liable Party in the case of fraud or willful and intentional breach of this Agreement or any Ancillary Document.
Following an initial Liability Cap Reset with respect to any Liable Party, the procedure described in the foregoing provisions of this Section 11(a) may be repeated each time, if ever, that such Liable Party incurs additional liabilities to the Non-Liable Party that are ***** ** ** ** ****** of the Payment Gateway Liability Cap then applicable to such Liable Party.
With respect to any circumstance under which either party might be responsible for indemnity under this Agreement, the Non-Liable Party shall consult with the Liable Party to give the Liable Party the opportunity to resolve any claim with third parties which might result in such indemnification.
Following an initial Liability Cap ***** with respect to any Liable Party, the procedure described in the foregoing provisions of this Section 9(a) may be repeated each time, if ever, that such Liable Party incurs additional liabilities to the Non-Liable Party that are ***** ** or ** ****** ** the ******* ******* ********* *** then applicable to such Liable Party.
Candlewood hereby assumes all of the liability of the Non-Liable Parties under this Agreement, the Conveyance Documents or otherwise with respect to the Properties, and it is expressly understood that Candlewood is not a Non-Liable Party.
Non-Breaching Party B has the meaning ascribed to it in Section 7.3. Non-Liable Party B has the meaning ascribed to it in Section 7.4. Approval means all approvals, authorizations, consents, licenses, permits, etc., the completion of all declarations, registrations, recordations, notifications, etc., as well as all certificates or other documentary evidence of any of the forgoing.
Each party (the “Liable Party”) agrees to indemnify, defend and hold harmless and pay all judgments and claims against the other party ("Non-Liable Party") for all liabilities arising out of claims against the Non- Liable Party relating any liability or damage to a third person incurred by reason of any act, omission or any breach of any provision of this Agreement by the Liable Party in connection with this Agreement, including reasonable attorneys' fees incurred by the Non-Liable Party.
The Non-Liable Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party or any member of such Liable Party’s Group (unless any such consideration is an Asset of such Non-Liable Party pursuant to this Agreement).