Disclaimer and Compensation Sample Clauses

Disclaimer and Compensation. 4.1 The Parties acknowledge that in no event shall the WFOE be required to assume any liability or provide any economic or other compensation to any other Party or any third party for the exercise of the Entrusted Rights under the Agreement by the individual designated by the WFOE. 4.2 The Shareholders agree to indemnify and hold the WFOE harmless from all losses incurred or likely to be incurred by the Trustee in the exercise of the Entrust Rights, including but not limited to any loss arising from any action, recourse, arbitration or claims by any third party against the WFOE or any administrative investigation or penalty by any governmental authorities, unless such losses are caused by any willful misconduct or gross negligence of the WFOE.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Disclaimer and Compensation. 4.1 The Parties confirm that in no case shall the WFOE be required to bear any liability or make any economic or other compensation to other parties or any third party in respect of the exercise of the Trusted Rights hereunder by the individual designated thereby. 4.2 The Existing Shareholders and the Company agree to compensate and hold harmless the WFOE and the Trustee against all losses incurred or likely to be incurred for designating the Trustee to exercise the Trusted Rights, including but not limited to any losses arising from lawsuit, recovery, arbitration or claim lodged by any third party against them or administrative investigation or punishment imposed by the government departments, provided that such losses are not caused by the Proxy’s intentional or serious negligence.
Sample 1Sample 2
Disclaimer and Compensation. 4.1 Each Party agrees that, in any cases, Party A shall not be required to assume any responsibility or make any economic or other ompensation to other Party or any third party for the exercise of the Powers under this Agreement by Party A and/or the Attorney. 4.2 Party B agrees that it shall indemnify Party A and the Attorney and hold them harmless from any loss incurred or may be incurred due to the exercise of Powers hereuner, including but is not limited to any loss arising from litigation, claim for compensation for other claims, arbitration, claims or administrative investigations or penalties imposed by government agencies Party A and/or the Attorney. It shall not be compensated if such loss is incurred as a result of Party A’s and/or the Attorney’s gross negligence or willful misconduct.
Sample 1Sample 2
Disclaimer and Compensation. 4.1 The parties confirm that in no case shall the WFOE be required to bear any liability or make any economic or other compensation to other parties or any third party in respect of the exercise of the Trusted Rights hereunder by the individual designated thereby.
Sample 1Sample 2
Disclaimer and Compensation. 4.1 The Parties confirm that, except for the liability caused by the intentional or gross negligence of the Trustee, the Trustee shall not be liable or make any financial or other compensation to any other Party or any third party for its exercise of the Entrusted Rights under this Agreement. 4.2 The Company and the Shareholder agree to compensate the Trustee for all losses suffered or likely to suffer due to the exercise of the Entrusted Rights and to protect it from damage, which includes, but is not limited to, any loss caused by the litigation, recovery, arbitration, claim of a third party, or the administrative investigation or punishment of a government agency. However, the losses made by the Trustee intentionally or caused by the serious fault of the Trustee are not included in the range of compensation.
Sample 1
Disclaimer and Compensation. 1各方同意， WFOE无需就其指定的个人行使本协议项下的委托权向其他方或第三方承担责任或提供经济补偿。 The Parties acknowledge that in no event shall the WFOE be required to assume any liability or provide any economic or other compensation to any other Party or any third party for the exercise of the Entrusted Rights under the Agreement by the individual designated by the WFOE.
Sample 1
Disclaimer and Compensation. 4.1 The parties confirm that, under any circumstances, Party A shall not be required to assume any responsibility or make any financial or other compensation to other parties or any third party for its exercise and/or its designated proxy’s exercise of the entrusted rights under the Agreement. 4.2 Party B and Party C agree to compensate Party A for all losses incurred or likely to be suffered by Party A as a result of its exercise and/or the exercise of the entrusted rights by its designated proxy. These losses include but are not limited to any losses arising from any lawsuit, recovery, arbitration, claim, or administrative investigation or punishment by a government authority brought against Party B by any third party. In the event of loss due to the intentional or gross negligence of Party A and/or the proxy, such loss shall not be compensated.
Sample 1
AutoNDA by SimpleDocs
Disclaimer and Compensation. 4.1. The Parties acknowledge that under no circumstance shall WFOE be held liable to or compensate (monetary or otherwise) any other Parties or any third party as a result of the exercise of Entrusted Rights by the Proxy designated by WFOE under this Agreement. 4.2. Shareholders agree to compensate WFOE for and hold it harmless against all losses incurred or likely to be incurred due to exercise of the Entrusted Rights by the Proxy, including without limitation any loss resulted from any litigation, demand, arbitration or claim initiated or raised by any third party or from administrative investigation or penalty of governmental authorities; provided however that Shareholders shall not compensate for losses resulted from any willful misconduct or gross negligence of WFOE.
Sample 1
Disclaimer and Compensation. 4.1 The Parties confirm that the Entrusted Company and the Cayman Company shall not be asked to bear any responsibilities for or compensate economically or otherwise any other parties for their designating or agreeing on the Entrusted Person’s exercise of the Entrusted Rights under the Agreement. 4.2 The Company and the Shareholders agree to compensate the Entrusted Company and the Cayman Company for all the losses or possible losses for designating or agreeing on the exercise of the Entrusted Rights by the Entrusted Person and prevent them from damages, including but not limited to any loss resulting from any lawsuits, claims, arbitrations or administrative investigation by governmental authorities or penalties against them filed by any third party; provided that if the loss is caused by the Entrusted Company’s intentional action or inaction, such loss shall not be included in the compensation.
Sample 1

Related to Disclaimer and Compensation

  • Employees and Compensation (A) Shown on Schedule 6.15(A) is a list of the name of each employee, sales agent or other Person, separately identified as to part-time or full-time, who is currently employed in the Business by Seller, together with each Person’s job classification, date of hire, and current rate of compensation (or method for computing same). All employees of Seller are “at will” employees whose employment may be terminated by Seller at any time, with or without notice or cause. (B) Schedule 6.15(B) hereto lists all compensation and benefit plans, contracts and arrangements maintained, sponsored or participated in by Seller or any of its Affiliates in connection with the Business and in effect as of the date hereof including, without limitation, all pension (including all such employee pension benefit plans as defined in Section 3(2) of ERISA), profit-sharing, savings and thrift, fringe benefit, bonus, incentive or deferred compensation, severance pay and medical and life insurance plans and employee welfare plans as defined in Section 3(1) of ERISA that are sponsored by Seller or any of its Affiliates and in which any employees of Seller participate (collectively, “Employee Benefit Plans”). (C) As to Employee Benefit Plans sponsored by Seller or its Affiliates that are “employee pension benefit plans” as defined in Section 3(2) of ERISA, such plans sponsored by Seller or its Affiliates are tax qualified under Section 401(a) of the Code, are not currently under examination by, nor are any matters pending before, the Internal Revenue Service, the Employee Benefits Security Administration or any quasi-government agency, are not subject to any claim, suit or arbitration (other than routine claims for benefits), are not subject to the minimum funding standards of Code Section 412, are in compliance with and have been administered in accordance with their terms and in compliance with all applicable requirements of law, including, but not limited to, the Code and ERISA, and there have been no prohibited transactions as defined in Code Section 4975 or ERISA Section 406 with respect to such plans that could subject Seller or its Affiliates to a tax or penalty under Code Section 4975 or ERISA Section 502(i). (D) Neither Seller nor any of its Affiliates has incurred any Liability under Title IV of ERISA that has or could, after the Effective Date, become a Lien upon any of the Purchased Assets pursuant to ERISA Section 4068. (E) Neither Seller nor any of its Affiliates is or has ever been required to contribute to any “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA, in which any employees of Seller in connection with the Business participate. (F) Except as set forth in Schedule 6.15(F), no Employee Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees for period extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, or (ii) death benefits under any pension plan. (G) For the purposes of this Section 6.15, Seller shall include all trades or business under common control with Seller as provided in the regulations under Code Section 414(c).

  • Other Compensation and Fringe Benefits In addition to any executive bonus, pension, deferred compensation and long-term incentive plans which the Company or an affiliate of the Company may from time to time make available to the Employee, the Employee shall be entitled to the following during the Employment Term: (a) the standard Company benefits enjoyed by the Company’s other top executives as a group; (b) medical and other insurance coverage (for the Employee and any covered dependents) provided by the Company to its other top executives as a group; (c) supplemental disability insurance sufficient to provide two-thirds of the Employee’s pre-disability Annual Base Salary; (d) an annual incentive bonus opportunity under the Company’s annual incentive plan (“Annual Bonus Plan”) for each calendar year included in the Employment Term, with such opportunity to be earned based upon attainment of performance objectives established by the Committee (“Annual Bonus”). The Employee’s target Annual Bonus under the Annual Bonus Plan shall be no less than 150% of the Employee’s Annual Base Salary (collectively, the target and maximum are referred to as the “Annual Bonus Opportunity”). The Employee’s Annual Bonus Opportunity may be periodically reviewed and increased (but not decreased without the Employee’s express written consent) at the discretion of the Committee. The Annual Bonus shall be paid no later than the March 15th first following the calendar year to which the Annual Bonus relates. Unless provided otherwise herein or the Board determines otherwise, no Annual Bonus shall be paid to the Employee unless the Employee is employed by the Company, or an affiliate thereof, on the Annual Bonus payment date; and (e) participation in the Company’s equity incentive plans.

  • Services and Compensation Consultant shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

  • ’ Compensation and Employer’s Liability Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

  • Compensation for Damages 4.1 If the Principal has disqualified the Bidder from the tender process prior to the award according to Section 3, the Principal is entitled to demand and recover the damages equivalent Xxxxxxx Money Deposit/Bid Security. 4.2 If the Principal has terminated the contract according to Section 3, or if the Principal is entitled to terminate the contract according to section 3, the Principal shall be entitled to demand and recover from the Contractor liquidated damages equivalent to 5% of the contract value or the amount equivalent to Security Deposit/Performance Bank Guarantee, whichever is higher.

  • Compensation and Limitation of Liability 14 Section 1.

  • Survival of Compensation Rates All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

  • Complaints and Compensation If you have a complaint of any kind, please be sure to let us know. We will do our utmost to resolve the issue. You can put your complaint in writing to us at:

  • Basis of Compensation The Owner shall compensate the Architect/Engineer for the services provided in accordance with Article 7. Payments to the Architect/Engineer shall be as follows:

  • Limitation of Liability of Adviser and its Personnel Neither the Adviser nor any director, manager, officer or employee of the Adviser performing services for the Trust at the direction or request of the Adviser in connection with the Adviser's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with any matter to which this Agreement relates, and the Adviser shall not be responsible for any action of the Trustees of the Trust in following or declining to follow any advice or recommendation of the Adviser or any sub-adviser retained by the Adviser pursuant to Section 9 of this Agreement; PROVIDED, that nothing herein contained shall be construed (i) to protect the Adviser against any liability to the Trust or its shareholders to which the Adviser 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 Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, manager, officer or employee of the Adviser who is or was a Trustee or officer of the Trust against any liability of the Trust or its shareholders 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 with the Trust.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!