Disclaimer Liability and Indemnification Sample Clauses

Disclaimer Liability and Indemnification. Section 5.01. Exclusion Of Warranties 10 Section 5.02. Limitation of Liability 10 Section 5.03. Indemnification of Provider by Recipient 11 Section 5.04. Indemnification of Recipient by Provider 11 Section 5.05. Indemnification as Exclusive Remedy 11 Section 5.06. Conduct of Proceedings 12 ARTICLE 6 TERM AND TERMINATION Section 6.01. Term 12 Section 6.02. Termination 12 Section 6.03. Effect of Termination 13 ARTICLE 7 ADDITIONAL AGREEMENTS Section 7.01. Confidential Information 14 Section 7.02. Ownership of Assets 15 Section 7.03. Security 16 Section 7.04. Access to Information and Audit 16 Section 7.05. Compliance with Applicable Law 16 Section 7.06. Labor Matters 16 Section 7.07. Record Retention 17 ARTICLE 8
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Disclaimer Liability and Indemnification. Section 5.01.
Disclaimer Liability and Indemnification. THE COMPANY, AND ANY MEMBER, OFFICER, EMPLOYEE, CONTRACTOR OR SUBCONTRACTOR THE COMPANY SELECTS TO PERFORM THE PROJECT, SHALL NOT BE LIABLE IF THE SERVICES PROVIDED OR THE RESULTS GENERATED BY HIM IN THE PROJECT, DO NOT RESULT IN THE DESIRED OUTCOME FOR THE CLIENT. THE COMPANY IS IN NO WAY A PARTNER, SUBSIDIARY, EMPLOYEE, CONTRACTOR, OR IN ANY OTHER WAY AFFILIATED WITH THE STATE OF OREGON OR ANY AGENCY OF THE STATE OF OREGON. THE COMPANY DOES NOT ISSUE, REVOKE, OR OTHERWISE HAVE ANY ROLE IN THE LICENSING, REGULATIONS, INSPECTION, OR OTHER MONITORING OF ANY IN-HOME CARE FACILITY IN THE STATE OF OREGON. NEITHER THE COMPANY, NOR ANY MEMBER, OFFICER, EMPLOYEE, CONTRACTOR, OR SUBCONTRACTOR THE COMPANY SELECTS TO PERFORM THE PROJECT, SHALL BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION OR DAMAGE OF ANY NATURE (INCLUDING INJURY OR DEATH) INCURRED BY THE CLIENT, ITS EMPLOYEES OR THIRD PARTIES, RESULTING FROM THE USE OF THE PROJECT SERVICES OR MATERIAL, UNLESS IT CAN BE SHOWN THAT THE WILLFUL MISCONDUCT OF THE COMPANY WAS THE ACTUAL AND PROXIMATE CAUSE OF THE DAMAGE OR LOSS. THE CLIENT SHALL INDEMNIFY THE COMPANY FOR ANY LOSS OR LIABILITY AND DEFEND THE COMPANY FROM ANY NONPARTY LAWSUIT OR CAUSE OF ACTION ARISING OUT OF THESE GENERAL TERMS OR THE SERVICE AGREEMENT. EXCEPT FOR THE EXPRESS WRITTEN REPRESENTATIONS AND WARRANTIES MADE BY COMPANY IN THESE GENERAL TERMS OR THE SERVICE AGREEMENT, COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, STATUTORY, EXPRESS OR OTHERWISE THAT MAY ARISE BY OPERATION OF LAW, COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF FITNESS FOR A PARTICULAR USE OR PURPOSE, TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW. ALL MATERIALS ARE PROVIDED “AS-IS”. ANY ASSESSMENT AND ANALYSIS OF BEST PRACTICES FOR ADULT CARE HOME MANAGEMENT ARE FOR INFORMATIONAL PURPOSES ONLY, BASED ON INPUT INFORMATION KNOWN AT THE TIME, AND SUBJECT TO CHANGE AS INPUT INFORMATION CHANGES. COMPLIANCE WITH STATE, COUNTY, CITY, AND/OR MUNICIPAL CODE (“APPLICABLE LAWS”) IS ESSENTIAL TO SUCCESSFULLY MANAGING ANY CARE HOME AND THE COMPANY HAS NO ABILITY TO ENFORCE COMPLIANCE WITH ITS ADVICE, USE OF ITS MATERIALS, OR APPLICABLE LAWS. NO REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF ANY ANALYSIS, MATERIALS, OR ADVICE CREATED, IN WHOLE OR IN PART, BY COMPANY REGARDING ADULT CARE HOME MANAGEMENT, IS NOT INTENDED OR WRITTEN TO BE, AND SHOULD NOT BE CONSTRUED...
Disclaimer Liability and Indemnification. Section 5.01. EXCLUSION OF WARRANTIES 10 Section 5.02. Limitation of Liability 10 Section 5.03. Indemnification of Provider by Recipient 11 Section 5.04. Indemnification of Recipient by Provider 11 Section 5.05. Indemnification as Exclusive Remedy 11 Section 5.06. Conduct of Proceedings 12
Disclaimer Liability and Indemnification 

Related to Disclaimer Liability and Indemnification

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Non Liability and Indemnification 21.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as an incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

  • Warranty and Indemnification Executive warrants that Executive is not a party to any restrictive agreement limiting Executive’s activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit employment with the Company, and that Executive will not knowingly use any trade secret, confidential information, or other intellectual property right of any other party in the performance of Executive’s duties hereunder. Executive shall hold the Company harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

  • Director and Officer Liability and Indemnification For a period of six (6) years after the Closing, Buyer shall not, and Buyer shall not permit the Company to amend, repeal or modify any provision in the certificate of incorporation or bylaws (or other organizational documents) of the Company relating to the exculpation or indemnification of any officers and directors (unless required by law), it being the intent of the Parties that the officers and directors of the Company shall continue to be entitled to such exculpation and indemnification to the full extent of the law.

  • Directors’ Liability and Indemnification The Company’s Certificate of Incorporation and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law.

  • Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

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