Insurance Indemnification Limitation of Liability Sample Clauses

Insurance Indemnification Limitation of Liability. Contractor agrees to provide and maintain at all times during the term of this Contract such insurance coverages as are indicated herein and to otherwise RESPONSE: UNDERSTOOD with the provisions that follow. Such policy (ies) of insurance shall apply to the extent of, but not as a limitation upon or in satisfaction of, the Contract indemnity provisions. The provisions of this section shall also apply to all Subcontractors, Sub-subcontractors, and Independent Contractors engaged by Contractor with respect to this Contract, and Contractor shall be entirely responsible for securing the compliance of all such persons or parties with these provisions. RESPONSE: UNDERSTOOD
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Insurance Indemnification Limitation of Liability. 29 14.1. Insurance ............................................................................................................. 29 14.2. Indemnification ................................................................................................... 29 14.3.
Sample 1
Insurance Indemnification Limitation of Liability. 28 9.1. Required Seller Insurance 28 9.2. Indemnification 32 9.3. Exclusion of Certain Damages 33 10.1. General 34 10.2. Monthly Fee 34 10.3. Monthly Invoices 34 10.4. Payment 34 10.5. Adjustments 34 10.6. Taxes 35 10.7. Purchaser’s Right of Setoff 35 FORCE MAJEURE EVENT; CHANGE IN LAW 35 11.1. Force Majeure Event 35 11.2. Change in Law 35 EVENTS OF DEFAULT; TERMINATION 36 12.1. Seller Events of Default 36 12.2. Purchaser Events of Default 37 12.3. Remedies upon Event of Default 37 12.4. Damages Upon Termination by Event of Default 37 12.5. Other Termination 38 12.6. Obligations Following Termination 39 12.7. Duty to Mitigate 39 12.8. System Relocation 39 13.1. Seller Representations and Warranties 40 13.2. Continuing Accuracy of Seller Representations and Warranties 41 13.3. Purchaser Representations and Warranties 41 14.1. Governing Law 42 14.2. Assignment 42 14.3. Change of Control 43 14.4. Authority of Purchasing Agent 43 14.5. Dispute Resolution 43 14.6. Notices 44 14.7. Successors and Permitted Assignees 45 14.8. Survivability 45 14.9. Negotiated Terms 45 14.10. Further Assurances 45 14.11. Waivers 45 14.12. Non-Dedication of Facilities 45 14.13. Service Contract 45 14.14. Relationship of the Parties 46 14.15. Authorized Representatives 46 14.16. Goodwill and Publicity 47 14.17. Entire Agreement 47 14.18. Amendments 47 14.19. No Third-Party Beneficiaries 47 14.20. Headings 47 14.21. Counterparts 47 14.22. Severability 47 14.23. Interest on Payments 47 14.24. Payment Disputes 48 14.25. Liability of Officers and Employees 48 14.26. Pledge of Credit 48 14.27. No Conflict of Interest 48 14.28. Intellectual Property; Protection of County-Owned Property 48 14.29. Authorization to Conduct Business in the State 48 14.30. Covenant Against Contingent Fees 48 14.31. Ineligibility 49 14.32. Notice of Certain Applicable Laws 49 14.33. Statutory Provisions 49 FORM OF SOLAR POWER PURCHASE AGREEMENT [PROJECT SITE] THIS AGREEMENT FOR SERVICE (“Agreement”) for Solar Power Purchase (“Project”) is effective on the (the “Contract Date”), by and between the COUNTY OF LOUDOUN, VIRGINIA, a political subdivision of the Commonwealth of Virginia, ("County"), and (the “CONTRACTOR NAME”) ("Contractor, Seller") (collectively referred to as the “parties”).
Sample 1
Insurance Indemnification Limitation of Liability. Renter agrees to defend and indemnify FICRA, to include reasonable attorney’s fees and costs, from any claim against FICRA arising out of renter’s service of alcohol, and/or any other activities that may occur during subject rental. Renter is required to obtain a Certificate of Insurance with a minimum of $1,000,000 liability with “Additional Insured” stating both FICRA Building Trust and FICRA, XX Xxx 00, Xxx Xxxxxx XX 00000. Certificate must be provided to FICRA a minimum 10 days prior to event. I am at least 21 years old and I agree to abide by these rules in exchange for rental privileges as set forth. Renter Signature Date Coord. Signature: Date: Rental Fee: (due at time of reservation) $ Check (check # ) or PayPal (circle one). Damage Deposit of $500.00: (due between 10 and 45 days before event) Check (check # ) or PayPal (circle one) Deposit & insurance(see item 6) receipts confirmed: Coordinator: Date Agreed access time: Agreed vacate time: Any special setup or cleanup times? ** MAKE CHECKS PAYABLE TO “FICRA BUILDING TRUST” ** Opening checklist (to be competed at time of access) Ask how the renter learned of our facility. Conduct walk through for inspection of overall condition of facility Rooms were clean and ready for rental Restrooms and kitchen were clean and ready for rental Garbage cans supplied by FICRA were empty with fresh and spare bags in place Any concerns or existing damages to be listed here: Renter initial: FICRA Rep. initial: Closing checklist (to be completed at time of checkout) Entire rental group was out at scheduled time Sink, stove and counter top wiped down and clean Soiled towels to be left on kitchen counter Refrigerator is cleared of renter’s food and is clean Dishes are washed and put away Garbage is removed from building Outdoor cigarette bucket is emptied Restrooms are clean All decorations are removed Chalkboards are erased Floors are swept and mopped where needed Painted furniture is in the auditorium Tables are returned as directed by rental coordinator Chairs are left as directed by rental coordinator Mops and large garbage containers are returned to utility hallway No breakage or damage All outdoor areas used by the renter are clean fire pit fire extinguished Lights are off (including gazebo light switch) Furnace turned to 60 degrees Key is returned All five doors are securely shut (Do not slam! Close and pull firmly on the end of the handle) Comments: Rental Coordinator signature: Date: Renter signature: Date: XXX...
Sample 1
Insurance Indemnification Limitation of Liability 
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Related to Insurance Indemnification Limitation of Liability

  • 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.

  • 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.

  • Indemnification Limitation on Liability Insurance 27 14.1 Indemnification 27 14.2 Limitation on Liability 29 14.3 Insurance 29 Article 15 Dispute Resolution 30 15.1 Internal Resolution 30 15.2 Arbitration 30 Article 16 General Provisions 30 16.1 Subcontracting 30 16.2 Compliance With Laws and Policies 31 Article 17 Miscellaneous 31 17.1 Notices 31 17.2 Governing Law 32 17.3 Assignment 32 17.4 Force Majeure 33 17.5 Relationship of the Parties 34 17.6 Amendment; Waiver 34 17.7 Construction; Captions 34 17.8 Severability 34 17.9 Entire Agreement 34 17.10 Counterparts; Facsimiles 35 Exhibits Exhibit A Protocol Exhibit B Sample Analysis Plan Exhibit C Compound Supply Plan Exhibit D Press Release *** 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. COMBINATION STUDY COLLABORATION AGREEMENT THIS COMBINATION STUDY COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of August 24, 2015 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 0 XXX Xxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“Genentech”) and Syndax Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 000 Xxxxxx Xxxx Road, Suite 110, Waltham, Massachusetts 02451 (“Syndax”). Genentech and Syndax are each referred to herein individually as a “Party” and collectively as the “Parties.”

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Transfer Agent Indemnification/Limitation of Liability Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.

  • 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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