Indemnification and Limitation of Liabilities Sample Clauses

Indemnification and Limitation of Liabilities. 12.1 Indemnification 12.2 Limitations on Liability 12.3 Insurance ARTICLE 13 -- SUCCESSORS AND ASSIGNS
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Indemnification and Limitation of Liabilities. CLEC shall indemnify and hold harmless Qwest, its owners, parents, subsidiaries, affiliates, agents, directors, and employees against any and all liabilities, claims, judgments, losses, orders, awards, damages, costs, fines, penalties, costs of defense, and attorneys’ fees (“Liabilities”) to the extent they arise from or in connection with: (1) infringement, or alleged infringement, of any patent rights or claims caused, or alleged to have been caused, by the use of any apparatus, appliances, equipment, or parts thereof, furnished, installed or utilized by the CLEC; (2) actual or alleged fault or negligence of the CLEC, its officers, employees, agents, subcontractors and/or representatives; (3) furnishing, performance, or use of any material supplied by CLEC under this Contract or any product liability claims relating to any material supplied by CLEC under this Contract; (4) failure of CLEC, its officers, employees, agents, subcontractors and/or representatives to comply with any term of this Contract or any applicable local, state, or federal law or regulation, including but not limited to the OSH Act and environmental protection laws; (5) assertions under workers’ compensation or similar employee benefit acts by CLEC or its employees, agents, subcontractors, or subcontractors’ employees or agents; (6) the acts or omissions (other than the gross negligence or willful misconduct) of Qwest, its officers, employees, agents, and representatives, except as otherwise provided in paragraphs 11.3 and 11.4 below; and/or, (7) any economic damages that may rise, including damages for delay or other related economic damages that the Qwest or third parties may suffer or allegedly suffer as a result of the performance or failure to perform work by the CLEC. If both Qwest and the CLEC are sued as a result of or in connection with the performance of work arising out of this Contract, the parties hereby agree that the defense of the case (including the costs of the defense and attorneys’ fees) shall be the responsibility of the CLEC, if Qwest desires. Qwest shall give the CLEC reasonable written notice of all such claims and any suits alleging such claims and shall furnish upon the CLEC’s request and at the CLEC’s expense all information and assistance available to the Qwest for such defense. The parties shall employ Article 13, Dispute Resolution, to resolve any dispute concerning the proportional fault and liability after the underlying case is terminated.
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Indemnification and Limitation of Liabilities. .1. The Licensor shall deliver the Software to the User in an appropriate medium at its discretion, either in the form of a digital download or by way of a tangible storage device. The installation of the Software shall be done by the User. Unless otherwise expressly agreed upon between the Parties, the Licensor provides no dedicated technical support for the installation and Use of the Software apart from any user manuals and technical specifications which may have been provided along with the Software.
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Indemnification and Limitation of Liabilities. Except in cases of criminal intent or wilful misconduct;
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Indemnification and Limitation of Liabilities. 25 18.1. Employee and Third Party Liability 25 18.2. Non-compliance with Applicable Legal Requirements 25 18 3. Breach 25 18.4. Limitation of Liability of the Operator 25 18.5. Limitation of Liability of the Owner 25 18.6. Acknowledgement 26 18.7. Enforcement 26 19. SETTLEMENT OF DISPUTES 26 19.1. Mutual Discussions 26 19.2. Referral to an Expert 26 19.3. Arbitration 27 20. FORCE MAJEURE 28 20.1. Events of Force Majeure 28 20.2. Instances of Force Majeure 28 20.3. Effect of Force Majeure 28 20.4. Certain Delays Not Excused 29 20.5. Coal Supply Force Majeure 29 20.6. Notice of Force Majeure Procedure 29 21. TERMINATION AND SUSPENSION 29 21 1. Expiry 29 21.2. Options to Terminate 30 21.3. Operator’s Right to Terminate 30 21.4. Owner’s Right to Terminate 30 21.5. Payments on Termination 31 21.6. Continuing Operator Services 32 21.7. Co-operation with Replacement Operator 32 21.8. Cessation of Occupation 32 21.9. Personnel 32 21.10. Suspension 32 22. CONFIDENTIALITY 32 22.1. Existing Data and Information 32 22.2. Access to Owner Data and Information 33 22.3. Confidentiality of Owner Data and Information 33 22.4. Exclusion 33 22.5. Survival 33 23. OPERATOR AN INDEPENDENT CONTRACTOR 33 24. SUBSTITUTED ENTITY OR DIRECT AGREEMENT 33 25. NOTICES 34 26. LANGUAGE 34 27. VALIDITY AND WAIVERS 34 27.1. Severability 34 27.2. Waivers 34 28. AMENDMENTS 34 28.1. In Writing 34 28.2. Changes in Documentation 35 29. ENTIRE AGREEMENT 35 30. ASSIGNMENT 35 30.1. Prohibition 35 30.2. By owner 35 30.3. By Operator 35 31. EXPENSES 36 32. FURTHER ACTS AND ASSURANCE 36 33. CONFLICTS OF INTEREST; COMMISION PAYMENTS 36 34. NO PARTNERSHIP 36 35. GOVERNING LAW 36 SCHEDULE 1 37 Mobilization Events 37 SCHEDULE 2 38 Mobilization Services 38 SCHEDULE 3 39 Operating Services to be provided during the Operational Period 39 SCHEDULE 4 43 Form of XYZ Guarantee 43 SCHEDULE 5 45 Key Personnel 45 SCHEDULE 6 46 Schedule of Minimum Insurance Requirements 46 OPERATION AND MAINTENANCE AGREEMENT AN AGREEMENT made on ………… BETWEEN
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Indemnification and Limitation of Liabilities. 18.1. Employee and Third Party Liability Subject to Articles 18.4. and 18.5., each of the Owner and the Operator (the indemnifying Party) shall indemnify, compensate, and hold harmless the other party (the indemnified Party) and its officers, directors, Affiliates, agents, employees, contractors, and subcontractors from and against any and all judgments, losses, claims, liabilities, costs, damages, and expenses (including reasonable legal fees) of whatever kind and nature (Losses) in respect of personal injury or death or property damage to any person employed directly or indirectly by the Indemnified Party its Affiliates or any of their respective subcontractors, or in respect of personal injury or death or caused by any act or omission of the Indemnifying Party or it officers, directors, Affiliates, agents, employees, contractors, or subcontractors, that arises out of or I in any manner connected with the performance of this Agreement to the extent such injury, death, or damage is attributable to he negligence or Wilful Misconduct of, or breach of this Agreement by, the indemnifying Party or it officers, directors, Affiliates, agents, employees, contractors or subcontractors. If the Indemnified Party is entitled to recover any such Losses under any of the Insurance or other insurance coverage maintained by it, the Indemnified Party shall make a claim against such insurances. For the avoidance of doubt, the Indemnifying Party’s liability under this Article 18.1. shall be reduced by the amount recovered by the Indemnified Party under such insurances.
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Indemnification and Limitation of Liabilities. Indemnification. Within thirty (30) days after CNNIC has made a request pursuant to this Article, Registrar shall, at its own expense, indemnify, protect and hold harmless CNNIC and its employees, directors, officers, representatives, agents or affiliates from and against all claims, suits, actions or other legal proceedings against CNNIC or any related parties above, which are based on or due to any of the following claims or alleged claims: (i) claims or alleged claims relating to any products or service of Registrar; (ii) claims or alleged claims relating to the agreement between Registrar and registered domain name holders, including the dispute resolution policy of Registrar; or (iii) claims or alleged claims relating to the domain name registration business of Registrar, including without limitation to advertisements, domain name application procedures, systems and other programs, charged fees, billing practices and customer services of Registrar, provided that: (a) CNNIC shall immediately give the claim notice (if any) to Registrar; (b) after Registrar has received the written notice, CNNIC shall provide Registrar with all necessary information and reasonable support to defend against such claims, under the precondition that Registrar will indemnify CNNIC for all reasonable costs actually incurred. Representations and warranties. Registrar hereby represents and warrants that: (i) it has been duly incorporated and is validly existing as a corporation or company under the laws of the jurisdiction of its incorporation and is in good standing; (ii) it has necessary corporate power and authority to sign, deliver this Agreement and perform all obligations hereunder; (iii) the signing, performance and delivery of this Agreement has been duly authorized by Registrar; (iv) it has been and will be legally accredited by ICANN or its successor; (v) it will obtain all necessary approvals or authorization of relevant governmental agencies or competent departments before entering into this Agreement. Limitation of liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL A PARTY'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID TO CNNIC UNDER THE TERMS OF THIS AGREEME...
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Indemnification and Limitation of Liabilities 
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Related to Indemnification and Limitation of Liabilities

  • Indemnification and Limitation of Liability (a) To the fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office.

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person.

  • Indemnification Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

  • Compensation and Limitation of Liability 14 Section 1.

  • Limitation of Liabilities 13.1 Notwithstanding anything herein to the contrary, except for damages resulting from (i) unauthorized use or disclosure of Confidential Information (including Customer Data), or (ii) damages resulting from death or bodily injury arising from either party’s gross negligence or willful misconduct, or (iii) SAP’s right to collect unpaid fees, under no circumstances and regardless of the nature of the claim shall either party (or their respective Affiliates or SAP’s licensor’s) be liable to each other to or any other person or entity under the Agreement for an amount of damages in excess of the fees paid for the applicable Services under the relevant Order Form or in the case of subscription based Services including managed services, the fees paid in the twelve (12) month period preceding the date of the incident giving rise to the liability, or, any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages.

  • Limitation of Liability of the Adviser; Indemnification The Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator) shall not be liable to the Corporation for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation, except to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Corporation shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser, including without limitation its general partner and the Administrator, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Corporation. Notwithstanding the preceding sentence of this Paragraph 9 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder).

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Indemnity and Limitation of Liability (I) The IPTV Operator shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the IPTV Operator, or actual or threatened breach of any terms of this Agreement by the IPTV Operator (including but not limited to breach of any representation and warranty provided by the IPTV Operator to ZEEL).

  • 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.

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