Disclaimer and Indemnification. It is expressly understood by Seller and Buyer that Listing Broker and its affiliated licensees and Selling Broker and its affiliated licensees do not warrant the present or future crop productivity including grasses, water availability above or below ground, size by square footage or acreage, condition, structure, or structure systems of the Property or any building, nor do they hold themselves out to be experts in quality, design and construction. Seller and Buyer shall hold the Listing Broker and its affiliated licensees and Selling Broker and its affiliated licensees harmless in the event of losses, claims or demands by or against Seller or Buyer. This paragraph shall survive the Closing.
Disclaimer and Indemnification. 4.1 The Parties hereby confirm that, in no event shall Beijing Security be required to assume any responsibility or to make any economic compensation or other compensations to any other Parties or any third parties with respect to the exercise of the Proxy Rights hereunder by the persons designated by Beijing Security.
Disclaimer and Indemnification. 6.1 EXCEPT FOR THE REPRESENTATIONS SET FORTH IN SECTION 3 OF THIS AGREEMENT, LEADS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, CUSTOM, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY AND ALL OTHER IMPLIED WARRANTIES AND EXPRESS WARRANTIES (OTHER THAN THOSE SET FORTH HEREIN, IF ANY) WITH RESPECT TO LEADS' SYSTEM. LEADS' SYSTEM, INCLUDING ALL TRANSACTION DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEBSITE IS PROVIDED, AND ACCEPTED AND/OR USED, "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
6.2 LEADS IS NOT LIABLE FOR ANY DAMAGES SUFFERED BY AGENCY OR ALLEGED BY ANY THIRD PARTY ARISING FROM AGENCY’S USE OF LEADS’ SYSTEM UNLESS THERE IS A SHOWING OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY LEADS.
6.3 IN NO EVENT SHALL LEADS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF A REPORTING BUSINESS, ITS AFFILIATES OR ANY OTHER THIRD PARTY, EVEN IF LEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.4 AT AN ABSOLUTE MAXIMUM, LEADS LIABILITY SHALL BE LIMITED TO THE AMOUNT OF MONEY IT IS PAID BY AGENCY TO LEADS.
6.5 Leads shall indemnify, hold harmless, protect and defend Agency and its officials, officers, employees, agents and authorized volunteers (the “Indemnified Parties”) from and against all losses, liabilities, judgments, costs, expenses, damages (including damages to the Leads’ System), attorney’s fees, and other costs, including all costs of defense, arising from all suits of law or actions of every nature for or on account of the infringement of any patents, trademarks, or copyrights of any other party by reason of the use or integration of any proprietary software, equipment, devices or processes, originally incorporated, or provided and used, by Leads in the performance of the services provided under this Agreement. Notwithstanding the foregoing, this paragraph shall not apply if the foregoing described losses, liabilities, judgments, costs, expenses, damages and the like arise from the misuse of Leads’ System or Transaction Data or any other breach o...
Disclaimer and Indemnification. 4.1 The Parties of this Agreement confirm that in any case, Party A shall not be required to undertake any responsibility, make any economic or other compensations to any third party for its or its designated trustee’s exercise of the proxy rights hereunder.
4.2 Subject to other terms of this Agreement (including but not limited to Article 12.1 and Article 12.2), Party B(but not including Investor Party B) and Party C agree to indemnify Party A from all actual or potential losses and damages for its or its designated trustee’s exercise of the proxy rights, including but not limited to the losses arising from a third party’s lawsuits, recovery, arbitrations or claims or government authorities’ administrative surveys or punishments. However, Party A shall not be indemnified from the losses resulting from Party A’s and/or the trustee’s deliberate or gross negligence.
Disclaimer and Indemnification. 15.1 Licensee shall not and does not grant any warranty or guaranty binding Licensor or creating any liability for Licensor. Licensee will make no statements or representations whatsoever to any third parties which, expressly or impliedly, states or suggests that Licensor is making any warranties with respect to the Goods. Licensor expressly disclaims any implied warranties, including the implied warranties of merchantability and fitness for a particular purpose.
15.2 Licensor shall have no liability or responsibility to Licensee or any other person and/or entity arising out of or relating to the rights granted to Licensee pursuant to this Agreement. Licensee shall defend, indemnify and hold harmless Licensor, its employees, officers, directors, stockholders, licensees, representatives, successors and assigns from and against any and all claims, demands, judgments, liabilities, damages, losses, costs and expenses of any nature (including attorneys' fees and expenses), including without limitation, death, personal injury, bodily injury, sickness, disease, property damage, loss of use of property or product liability arising from or related to any (i) claim, action or omission of Licensee, its agents, employees or their families, affiliates, distributors or subcontractors arising under this Agreement, (ii) Licensee's failure to comply with its obligations set forth herein, (iii) Licensee's misrepresentation of any warranties or representations, or (iv) any action or omission arising out of the operation of Licensee's business.
Disclaimer and Indemnification. The Target Company and each Shareholder shall indemnify and hold harmless WFOE and the Proxy from and against any and all losses they may incur in connection with the exercise of the Proxy Rights by the Proxy, including but not limited to any losses caused by any suits, actions, arbitral proceedings, or claims filed by any third party, or by any governmental administrative investigations or penalties. Notwithstanding the above, the indemnity does not cover any losses caused by virtue of an intentional act or gross negligence on the part of WFOE or the Proxy.
Disclaimer and Indemnification. The CCIS and OCDEL do not guarantee the quality of service delivered by the provider and are not responsible for any act or failure to act by the provider. The CCIS and OCDEL do not represent the parent/caretaker or the provider in any way and are not responsible for the relationship between the parent/caretaker and the provider, or the terms and conditions of employment. The parent/ caretaker and provider agree to indemnify and hold harmless OCDEL, the CCIS and all of its officers, agents and employees from and against any and all claims and expenses, including attorneys’ fees, resulting from any personal injury or property damage, directly or indirectly arising out of, relating to, or resulting from, providing child care services described under this Agreement that are caused by acts or negligence of the provider.
Disclaimer and Indemnification. 4.1 The Parties hereby confirm that, in no event shall Conew Network be required to assume any responsibility or to make any economic compensation or other compensations to any other Parties or any third parties with respect to the exercise of the Proxy Rights hereunder by the persons designated by Conew Network.
4.2 The Existing Shareholders and the Company agree to indemnify Conew Network and the Proxies for any and all losses incurred or to be potentially incurred due to the exercising of the Proxy Rights hereunder by the Proxies and to protect Conew Network and the Proxies from any harm, including without limitation, any loss arising from any litigation, recovery, arbitration, claim initiated by any third parties or any administrative investigations or penalty by any government bodies. However, such losses shall not include those caused by any wilful conduct or gross negligence of the Proxies.
Disclaimer and Indemnification. (a) HCOE believes that the information and materials available through PDWSM are correct and accurate and will be of assistance to many high school students; however, your use of PDWSM and any information or services its provides are at your own risk.
(b) THE MATERIALS IN THIS SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. HCOE DOES NOT WARRANT THAT PDWSM FUNCTIONS OR CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR IT'S HOST SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(c) You agree to hold HCOE, and its officers and employees, harmless from any damage or claim arising from your use of PDWSM.
Disclaimer and Indemnification. 5.1 MCC represents and warrants that, as of the Effective Date, it has the right to grant the rights described in Article 2. Except as expressly stipulated in this Article 5.1, MCC does not make any representations, endorsements, guarantees or warranties, express or implied, regarding the MCC Patents and the BSA Patents, including merchantability and/or fitness for a particular purpose, patentability and/or validity of the MCC Patents and the BSA Patents and non-infringement of any patents or other intellectual property rights of third parties.
5.2 MCC shall not be liable to BA for any loss or damage of whatever nature sustained by BA nor for any third party claim against BA arising out of or in connection with this Agreement except if such loss, damage or claim results from a breach by MCC of any of its obligations contained in this Agreement. BA shall indemnify and hold harmless MCC from and against any and all damage, loss, costs which may be sustained by MCC or BA arising out of or in connection with this Agreement except if such loss, damage or claim results from a breach by MCC of any of its obligations contained in this Agreement.
