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Allocation of Risk and Liability Sample Clauses

Allocation of Risk and Liability. 5.1 For the purposes of this section:
Sample 1Sample 2Sample 3See All (5)
Allocation of Risk and Liability. 6.1 For the purposes of this Agreement:
Sample 1Sample 2Sample 3
Allocation of Risk and Liability. 6.1. Subject to Sections 5.2, 6.3 and 6.4, Team Snubbing acknowledges and agrees that it shall release and that it shall defend, indemnify and hold harmless Customer from and against any and all Claims of every kind and character arising out of any personal injury, illness or death of, or damage to property provided pursuant to the Work of any member of Team Snubbing Group. 6.2. Customer acknowledges and agrees that it shall release and that it shall defend, indemnify and hold harmless Team Snubbing Group from and against any and all Claims of every kind and character arising out of any personal injury, illness or death of, or damage to property of any member of Customer Group. 6.3. Customer shall assume all liability for and shall defend, indemnify and hold Team Snubbing Group harmless in respect of Claims for loss of or damage to Team Snubbing Group's equipment while such equipment is below ground. When such equipment is lost or destroyed in such manner, Customer shall be liable for and shall pay Team Snubbing the full replacement value of the lost or destroyed equipment. 6.4. In regards to any Work, Customer and Team Snubbing agree that, notwithstanding any other provision hereof to the contrary, Customer shall be solely liable for and shall release, defend, indemnify and hold Team Snubbing Group harmless in respect of Claims of any person, including, without limitation, the Team Snubbing Group, Customer Group or any third party arising from: 6.4.1. damage to any roads, access ways, utilities or bridges related to the Team Snubbing Group's access, ingress or egress to the location where the Work is to be performed; 6.4.2. damage to or loss of any reservoir, production formation, well or borehole, or any injury to, destruction of, loss of, or impairment of any property right in or to oil, gas or other mineral substance or water; 6.4.3. a blowout or other loss of well control including, without limitation, loss of or damage to real or personal property, injury or illness or death of any person not in Team Snubbing Group, pollution (including control and removal thereof), and the cost of killing, controlling, redrilling and/or reworking the well; 6.4.4. any fishing or recovery operation conducted or required to be conducted in order to dislodge or recover any downhole equipment on a well for which Team Snubbing has or is providing equipment or has otherwise conducted Work, whether the need to perform such fishing operation results from or is attributable i...
Sample 1
Allocation of Risk and Liability. 7.1 The Licensee: a. accepts all risks and consequences connected with; and b. releases the Commonwealth (including its officers, employees and agents) from all liability arising directly or indirectly from, any use of the Copyright Material by the Licensee (including its officers, employees and agents) or any sub-licensees. 7.2 The Licensee fully indemnifies the Commonwealth (including its officers, employees and agents) against: a. any claim, demand, suit, action or proceeding that is threatened, made or commenced against; and b. any loss, liability, damage, injury, cost and expense incurred or suffered by, the Commonwealth (including its officers, employees and agents), arising directly or indirectly from any: c. use of the Copyright Material; d. infringement of a person’s intellectual property rights or moral rights; e. negligence or any other tort; or f. breach of this Agreement, by the Licensee (including its officers, employees and agents) or any sub-licensees. 7.3 The Commonwealth’s right to be indemnified under clause 7.2 is in addition to any other right, power or remedy provided by law. 7.4 Where this clause refers to an officer, employee or agent of the Commonwealth, the Commonwealth holds the benefit of this clause on trust for that person.
Sample 1
Allocation of Risk and Liability. 8.1 The Grower: (a) accepts all risks and consequences connected with; and (b) releases CANEGROWERS (including its officers, employees and agents) from all liability arising directly or indirectly from, any use of the Material by the Grower (including its officers and employees). 8.2 The Grower fully indemnifies CANEGROWERS (including its officers, employees and agents) against: (a) any claim, demand, suit, action or proceeding that is threatened, made or commenced against; and (b) any loss, liability, damage, injury, cost and expense incurred or suffered by, CANEGROWERS (including its officers, employees and agents) arising directly or indirectly from any: (c) use of the Material; (d) infringement of a person’s intellectual property rights or moral rights; (e) negligence or any other tort; or (f) breach of this Agreement, by the Grower (including its officers and employees). 8.3 CANEGROWERS’ right to be indemnified under clause 8.2 is in addition to any other right, power or remedy provided by law.
Sample 1
Allocation of Risk and Liability. All costs and risks relating to FRESS and the conduct of the business of FRESS as between FRESS and the Municipalities, shall be apportioned and be limited in accordance with the percentage allocation of liability for each of the Municipalities as calculated in the Allocation Formula in Schedule “G”. The Municipalities specifically agree to take such actions as may be required to ensure their contribution arising out of any such liability is apportioned strictly in accordance with the Allocation Formula and is paid in a timely manner. This obligation shall continue to be binding on the Municipalities after they no longer belong to FRESS and after they are no longer a party to this Agreement. The amount of such risks and liabilities may not be known to FRESS for some years until after a Municipality no longer belongs to FRESS and is no longer a party to this Agreement.
Sample 1
Allocation of Risk and Liability. ‌ 3.1. The Partner : 3.1.1. accepts all risks and consequences connected with; and 3.1.2. releases ICRAF (including its officers, employees and agents) from all liability arising directly or indirectly from this Agreement. 3.2. Each Party (‘Indemnifying Party”) shall indemnify, defend and hold harmless the other party (“Indemnified Party”) and its parent, partner, operator, subsidiaries and affiliated entities and its and their respective directors, officers, employees and agents from and against any and all liabilities, costs (including attorneys’ fees and other costs of defense), fines, penalties, losses, damages, amounts paid in settlement, expenses, claims, actions, hearings, investigations, suits and causes of action of any and every kinds and character, judgments, orders, decrees and rulings to the extent arising out of this Agreement or the fault, negligence, willful misconduct or other wrongful act or omission of or by the indemnifying party, or any of its agents, employees, representatives, contractors, vendors or suppliers of any tier that are providing or performing products or services in connection with the activities contemplated by this Agreement. 3.3. The Parties’ right to be indemnified under clause 3.2 is in addition to any other right, power or remedy provided by law. 3.4. Where this clause refers to an officer, employee or agent of a Party, such Party holds the benefit of this clause in trust for that person.
Sample 1
Allocation of Risk and Liability. As between the Parties hereto, (i) Enogex shall bear the risk of loss, damage or injury to property or people that is attributable to the natural gas it receives into the Enogex System under this Lease from the time such gas is received from or on behalf of MEP at the Receipt Points until the time it is delivered to MEP at the Bennington Delivery Point, and (ii) MEP shall bear the risk of loss, damage or injury to property or people that is attributable to the natural gas it or its shippers tender for transportation through the Leased Capacity before such gas is received into the Enogex System at the Receipt Points and after it is delivered from the Enogex System at the Bennington Delivery Point.
Sample 1

Related to Allocation of Risk and Liability

  • Allocation of Risk Licensee acknowledges and agrees that each provision of this Agreement that provides for a disclaimer of warranties or an exclusion or limitation of damages represents an express allocation of risk, and is part of the consideration of this Agreement.

  • Disclaimer and Limitation of Liability PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS,IMPLIED, STATUTORY OR ARISING FROM A COURSE OF DEALING OR PERFORMANCE OR CUSTOM, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND ANY OTHER PROVIDER PRODUCTS, SERVICES OR EQUIPMENT PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE IN A XXXXXXX-LIKE MANNER, COMPLIANCE WITH LAWS, QUALITY, ACCURACY, COMPLETENESS OR CURRENCY OF INFORMATION, SYSTEM INTEGRABILITY, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT. PROVIDERDOES NOT REPRESENT, WARRANT OR COVENANT THAT THE PRODUCTS, SERVICES OR EQUIPMENT PROVIDED WILL OPERATE UNINTERRUPTED, ERROR FREE OR WITHOUT DEGRADATION OR LOSS OF DATA, OR BE SECURE. NEITHER PROVIDER NOR ITS SERVICE PROVIDERS WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR A USER’S DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY SUCH DATA IN PROVIDER’S POSSESSION, CUSTODY OR CONTROL, THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF PROVIDER’S OR ITS SERVICE PROVIDER’S NEGLIGENCE. IN NO EVENT WILL PROVIDER OR ITS AFFILIATE, SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER, OR THEIR RESPECTIVE OWNERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, “PROVIDER PARTIES”) BE LIABLE FOR ANY DIRECT, ACTUAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, OR FOR ANY COST OF COVER OR LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING FROM OR RELATED TO THIS AGREEMENT OR A PROVIDER PARTY’S PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS HEREUNDER, A FAILURE OF OR A DEFECT IN THE SERVICES, EQUIPMENT OR ANY PRODUCT, A PROVIDER PARTY’S VIOLATION OF A THIRD PARTY’S RIGHT, OR A PROVIDER PARTY’S ACTS OR OMISSIONS. PROVIDER WILL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF, A FAILURE OF OR A DEFECT IN ANY PRODUCT OR SERVICE PROVIDED BY, OR VIOLATION OF ANY THIRD PARTY’S RIGHTS BY ANY THIRD-PARTY SERVICE PROVIDER, FACILITY OPERATOR OR CARRIER. THE PROVIDER PARTIES’ MAXIMUM TOTAL LIABILITY TO CUSTOMER WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO PROVIDER IN THE THREE (3) MONTHS PRECEDING THE DATE THE CLAIM ACCRUED. THE PROVIDER PARTIES WILL NOT BE LIABLE IN ANY WAY TO ANY USER.

  • Warranty and Liability 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which: 10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or 10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes. 10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods. 10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods: 10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and 10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3. 10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditionswhere: 10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or 10.4.2 the relevant defect was caused by damage in transit after delivery; or 10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or 10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or 10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach. 10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period. 10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract. 10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts. 10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose. 10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise. 10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract. 10.11 The Seller shall not be liable to the Buyer for any:

  • Disclaimers and Limitation of Liability EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES TO BE PROVIDED BY FLG AND FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO EITHER PARTY WITH RESPECT TO A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS. A. As a condition for recovery of any amount by Client against FLG, Client shall give FLG written notice of the alleged basis for liability within ninety (90) days of discovering the circumstances giving rise thereto, in order that FLG will have the opportunity to investigate in a timely manner and, where possible, correct or rectify the alleged basis for liability; provided that the failure of Client to give such notice will only affect the rights of Client to the extent that FLG is actually prejudiced by such failure. Notwithstanding anything herein to the contrary, Client must assert any claim against FLG by the sooner of: (i) ninety (90) days after discovery; (ii) ninety (90) days after the termination of this Agreement; (iii) ninety (90) days after the last date on which the Services were performed; or, (iv) sixty (60) days after completion of a financial or accounting audit for the period(s) to which a claim pertains.

Most Referenced Clauses

Most Referenced Definitions