Costs and Liability Sample Clauses

Costs and Liability. Licensee shall pay all costs associated with the relocation of the Ditch System and the construction of the above-described structure(s). Licensee agrees that Licensor shall have no liability for the relocation of the Ditch System or for the construction, maintenance, use, existence, or removal of any structure covered by this Agreement, and Licensee expressly agrees to bear such liability.
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Costs and Liability. 14.4.1 Each Party shall bear their respective costs as a result of a Force Majeure Event which occurs during the Project Period, and no such costs shall be compensated by another Party. 14.4.2 Except for cases specified in this Section 14, the Private Partner and the Public Partner (or a person designated by the Public Partner) shall not be liable in any manner whatsoever to the other Party in respect of any loss, damage, cost, claims, demands and proceedings related to or arising out of occurrence or existence of any Force Majeure Event or exercise by the Party of any right pursuant to this Section 14.
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Costs and Liability. 37.4.1 Upon occurrence of a Force Majeure Event after the Commencement Date, the Parties shall bear their respective costs and neither Party shall be required to pay to the other Party any costs arising out of any such Force Majeure Event. 37.4.2 Save and except as expressly provided in this Article 37, neither Party shall be liable in any manner whatsoever to the other Party in respect of any loss, damage, cost, expense, claims, demands and proceedings relating to or arising out of occurrence or existence of any Force Majeure Event or exercise of any right pursuant to this Article 37.
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Costs and Liability. 15.1 Subject to the following provisions of this section, Vendor and Vendor Affiliates may charge a fee based on reasonable costs for its actions for a Company Group Member according to sections 9, 11 and 13. 15.2 Vendor and Vendor Affiliates may not charge a fee for deleting or returning data. 15.3 Vendor shall give Company Group Member reasonable notice of the expected costs. 15.4 All Company Group Members are responsible for fees charged under this Addendum. 15.5 Company and Vendor shall be liable to data subject in accordance with Article 82 of the GDPR.
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Costs and Liability a. Nothing in this Agreement shall require a Party to reimburse any other party for the cost of providing the services set forth in this Agreement; each party shall pay its own costs for responding as described above. Provided, however, that nothing in this Agreement shall limit eligibility for reimbursement under any other agreement or law. b. For purposes of this Agreement, each Party’s employees shall be deemed to be the employees and agents of that Party only, and under no circumstances shall any employee be deemed to be an employee or agent of any other entity or the other Party. Each Party shall be liable for its actions as well as the actions of the respective Party’s employees, volunteers, agents, subcontractors, and officers. Neither Party shall be responsible for personal injury or property damage or loss except that resulting from its own negligence or the negligence of its employees, volunteers, members, officers or others for whom the Party is responsible. c. Each Party waives all claims against the other Party for compensation for any property loss or damage, and/or personal injury or death occurring as a consequence of the performance of this Agreement. Each Party shall bear the liability and/or cost of damage to its equipment and the death of, or injury to, its personnel, whether the death, injury or damage occurs at or in responding to an emergency within the described boundary. d. Any damage or other compensation which is required to be paid to any fire department or fire district employee or volunteer by reason of his/her injury occurring while his/her services are being utilized pursuant to this Agreement shall be the sole liability and responsibility of the Party providing the services of that person at the time of the injury. e. There shall be no liability imposed on any Party or its personnel for failure to respond to an incident due to resource limitations or as a result of any act or omission in good faith to fulfill the terms of this Agreement. f. The sole remedy for nonperformance under this Agreement shall be termination of this Agreement.
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Costs and Liability. Deleted: in 6.1 The Grantee shall following receipt of reasonable evidence of the same pay the Grantor’s reasonable and proper surveyors and legal fees, and Consultants costs for the specialists review and comments on the design of the crossing works and for the period of the supervision by the Consultants during the work being undertaken by the contractors in connection with this Deed not exceeding £[********]. 6.2 The Grantee shall in relation to any payment to the Grantor pursuant to the provisions of this Deed pay VAT thereon if so demanded by the Grantor on receipt of a valid VAT invoice addressed to the Grantee and any payment to be made under the terms of this Deed shall be deemed to be exclusive of VAT 6.3 This Deed and any approval, consent, instruction or certification, granted or given by or on behalf of the Grantor under this Deed :-‌ 6.3.1 are granted or given without any liability on the part of the Grantor and its surveyor and their agents for the Works; 6.3.2 imply no responsibility for any of the Works or for their design, execution or existence; 6.3.3 do not imply, warrant or constitute any representation that it is lawful to execute the Works; and 6.3.4 do not limit or discharge any of the obligations of the Grantee under this Deed. 6.4 Subject to clauses 6.6, 6.7, 6.8 and 6.9 if by reason or in consequence of the construction of the Works or the Additional Works any damage is caused to any apparatus or property of the Grantor or there is any interruption in any service provided by the Grantor or in the supply of any goods by the Grantor the Grantee shall bear and pay the cost reasonably incurred by the Grantor in making good such damage or restoring the supply and make reasonable compensation to the Grantor for any other expenses loss damages penalty or costs incurred by the Grantor 6.5 Subject to clauses 6.6, 6.7, 6.8 and 6.9 if by reason of any breach of the Grantor’s obligations under this deed the Grantee is subject to any actions proceedings claims demands costs expenses loss and liabilities or sustains any loss or liability or becomes liable for any such loss or liability the Grantor shall bear and pay the cost reasonably incurred by the Grantee and make reasonable compensation for any other expenses loss damages penalty or costs so incurred by the Grantee 6.6 Nothing in clause 6.4 imposes any liability on the Grantee with respect to any damage or interruption to the extent that it is attributable to the act, neglect or default of...
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Costs and Liability i. Each of the County and the City agrees to incur and assume its own costs and expenses in regards to any matter related to this Agreement. Without limiting the generality of the foregoing, no fees and/or costs shall be claimed by the City from the County for the provision of Tiered Response Services hereunder. ii. On and subject to the Parties' indemnity obligations to each other set out in paragraph 6. iii. below, neither Party shall otherwise be liable to the other Party for any losses or damages other than those arising from that Party's own negligence and/or wilful misconduct in responding to a request for Tiered Response Services, provided further that in no event shall either Party be liable to the other, its officers and employees in any way for any incidental, indirect, special or consequential damages, or any loss or use arising out of or in any way related to this Agreement. iii. The Parties hereby agree to indemnify and hold each other and their directors, officials, employees, agents and representatives harmless from and against any third-party claims, demands, losses, causes of action or damages arising out of any breach, violation or non-performance of its obligations set out in this Agreement.
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Costs and Liability. 7.1 Each Party shall pay its own costs and expenses incurred in connection with the drafting and negotiation of the Project, this letter, a Formal Agreement (if any) and any documents contemplated by each of the same. 7.2 Save in respect of any matter for which it would be illegal to exclude or attempt to exclude liability, Xxxxxxxx’s aggregate liability to Veolia arising under, out of or in connection with this letter (whether for breach of contract, tort, negligence and/or breach of statutory duty) shall be limited to £500,000 (five hundred thousand pounds). 7.3 Save in respect of any matter for which it would be illegal to exclude or attempt to exclude liability, Veolia’s aggregate liability to Lewisham arising under, out of or in connection with this letter (whether for breach of contract, tort, negligence and/or breach of statutory duty) shall be limited to £500,000 (five hundred thousand pounds).
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Related to Costs and Liability

  • Warranty and Liability Except to the extent prohibited by Applicable Law, Free of Charge Services are provided “as is” without warranties of any kind and in the then-current version made available by us from time to time without support and availability commitments. We are not obliged to offer post- termination assistance. Siemens’ entire liability for all claims, damages, and indemnities arising out of or related to your use of a Free of Charge Service will not exceed, in the aggregate, the amount of EUR 1,000.00 (or the equivalent amount in local currency).

  • Insurance and Liability 13.1 The Contractor shall pay UNDP promptly for all loss, destruction, or damage to the property of UNDP caused by the Contractor’s personnel or by any of its subcontractors or anyone else directly or indirectly employed by the Contractor or any of its subcontractors in the performance of the Contract. 13.2 Unless otherwise provided in the Contract, prior to commencement of performance of any other obligations under the Contract, and subject to any limits set forth in the Contract, the Contractor shall take out and shall maintain for the entire term of the Contract, for any extension thereof, and for a period following any termination of the Contract reasonably adequate to deal with losses: 13.2.1 insurance against all risks in respect of its property and any equipment used for the performance of the Contract;

  • Litigation and Liabilities There are no civil, criminal or administrative actions, suits, claims, hearings, arbitrations, investigations or other proceedings (“Proceedings”) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, except for those that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise other than (i) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of June 30, 2017, and the notes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017 (the “Company Balance Sheet”); (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since June 30, 2017; (iii) liabilities or obligations arising out of the Transaction Documents (and which do not arise out of a breach by the Company or SpinCo of any representation or warranty in the Transaction Documents); or (iv) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect (except to the extent expressly consented to by Parent pursuant to Section 5.06).

  • Risk and Liability 16.1 When receiving the Products at the Take Over Point, the Contractor shall ensure that any and all damage or discrepancies observed are noted and notify ArcelorMittal immediately, but not later than within 6 (six) hours of the Contractor becoming aware of any such damages or discrepancies. The Contractor undertakes not to handle any damaged Products until ArcelorMittal has inspected such damaged Products. ArcelorMittal shall carry out such inspection when it deems it to be necessary. 16.2 The Contractor shall be liable for loss or damage to the Products, whilst the Products are in custody and control of the Contractor. The Products will be considered to be in the Contractor’s custody and under its control from the time of receipt at the Take Over Point until delivered to the Destination. 16.3 Notwithstanding any instruction that maybe given by ArcelorMittal, the Contractor shall be liable for any loss or damage to the Products resulting from defects or damage or other factors caused by handling methods or equipment of the Contractor or Contractor Employees. 16.4 The Contractor shall be responsible for any delays or damages whatsoever incurred due to the inability of the Contractor or Contractor Employees to perform in terms of this Agreement. 16.5 ArcelorMittal shall not be liable for, or in respect of, or in consequence of, any accident or damage caused to any property belonging to the Contractor or Contractor Employees and the Contractor indemnifies ArcelorMittal against all such damages and compensation against all claims, demands, proceedings, costs, charges and expenses, whatsoever, in respect thereof or in relation thereto. The Contractor is obliged to inform the Contractor Employees of the foregoing as any such claim shall be referred to the Contractor in terms of this clause. 16.6 ArcelorMittal reserves the right to subject all vehicles and personnel of the Contractor or Contractor Employees to a security check whilst entering or leaving the property of ArcelorMittal which security check may, with due observance of all statutory provisions, include a vehicle search, body search, and breathalyser test of any employee of the Contractor or Contractor Employees.

  • Indemnity and Liability Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

  • Responsibility and Liability 5.1 Apple shall have no responsibility for the installation and/or use of any of the Licensed Applications by any end-user. You shall be solely responsible for any and all product warranties, end-user assistance and product support with respect to each of the Licensed Applications. 5.2 You shall be solely responsible for, and Apple shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Licensed Applications and/or the use of those Licensed Applications by any end-user, including, but not limited to: (i) claims of breach of warranty, whether specified in the XXXX or established under applicable law; (ii) product liability claims; and (iii) claims that any of the Licensed Applications and/or the end-user’s possession or use of those Licensed Applications infringes the copyright or other intellectual property rights of any third party.

  • Taxes and Liabilities The Company shall pay when due all material taxes, assessments and other liabilities except as contested in good faith and by appropriate proceedings and for which adequate reserves in conformity with GAAP have been established.

  • Indemnification and Liability To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

  • Reliance and Liability (a) Administrative Agent may, without incurring any liability hereunder, (i) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Obligor) and (ii) rely and act upon any document and information and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. (b) None of Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender and each Obligor hereby waives and shall not assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, Administrative Agent: (i) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Majority Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of Administrative Agent, when acting on behalf of Administrative Agent); (ii) shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person, in or in connection with any Loan Document or any transaction contemplated therein, whether or not transmitted by Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Administrative Agent in connection with the Loan Documents; and (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Obligor or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case Administrative Agent shall promptly give notice of such receipt to all Lenders); and, for each of the items set forth in clauses (i) through (iv) above, each Lender and each Obligor hereby waives and agrees not to assert any right, claim or cause of action it might have against Administrative Agent based thereon.

  • Warranties and Liability 10.1. Each Party warrants to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

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