Disclaimers; Indemnification Sample Clauses

Disclaimers; Indemnification. NOTWITHSTANDING ANY OTHER TERM OR PROVISION OF THIS AGREEMENT, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), INCIDENTAL DAMAGES, EXTRAORDINARY, OR PUNITIVE DAMAGES, EVEN IF WE HAVE BEEN SPECIFICALLY ADVISED OF THE DAMAGES. USE OF THE CARD AND RELATED SERVICES IS AT YOUR SOLE RISK. THE CARD AND ALL RELATED SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF AVAILABILITY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In providing the Card and related services to you, we assume no responsibility beyond the exercise of ordinary care, and we disclaim any duty or responsibility other than those expressly set forth in this Agreement. You agree that we will not be liable for any loss or damage due to delays or failure to perform resulting from circumstances beyond our reasonable control (such as telecommunication or electrical outages and malfunctions, postal strikes, or delays, computer system failures or natural disasters). The time, if any, required for such performance under this Agreement shall be automatically extended during the period of such delay or interruption. If we take any action with respect to your Card in accordance with your instructions or orders, or in accordance with this Agreement, or if you breach any term or provisions of this Agreement or law, and we incur any loss, liability, damage, cost or expense (including reasonable attorney’s fees) as a result of any claim, demand, action, suit or proceeding brought or made by any party, you agree to indemnify and hold us harmless from and against such loss, liability, damage, cost or expense and to reimburse us for the amount thereof.
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Disclaimers; Indemnification a. THE MARKS ARE PROVIDED ON AN “AS IS”, ‘WHERE IS”, BASIS, “WITH ALL FAULTS” KNOWN AND UNKNOWN. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GLOBALPLATFORM EXPLICITLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE MARKS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. GLOBALPLATFORM MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE MARKS, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY THAT IT HAS EXCLUSIVE OWNERSHIP RIGHTS IN OR TO ANY OF THE MARKS OR THE POWER OR AUTHORITY TO GRANT THE RIGHTS GRANTED HEREUNDER. LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT IT SHALL TAKE NO ACTION AGAINST GLOBALPLATFORM, AND UNCONDITIONALLY RELEASES GLOBALPLATFORM FROM ANY AND ALL LOSSES, DAMAGES OR OTHER LIABILITIES WHICH LICENSEE MAY SUFFER OR INCUR ARISING OUT OF OR RESULTING FROM ANY THIRD PARTY ACTIONS OR CLAIMS, RELATING TO LICENSEE’S USE OF ANY OF THE MARKS.
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Disclaimers; Indemnification. A. Except for the representations and obligations expressly set forth in this Agreement, the Library District will convey each Library Parcel on an “AS IS” basis without any representations or warranties of any kind, express or implied, either oral or written, made by either party or any agent or representative thereof with respect to the physical, environmental or structural condition of each such Library Parcel conveyed or with respect to the existence or absence of toxic hazardous materials, substances or wastes in, on, under or affecting each Library Parcel to be conveyed to the Village and subject to existing zoning, flood plain and other restrictions on the use or development of the each Library Parcel so conveyed. All such warranties, except for the representations and obligations expressly set forth in this Agreement, with respect to each Library Parcel conveyed are hereby expressly disclaimed.
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Disclaimers; Indemnification. In performing any of its duties hereunder, the Consultant shall not incur any liability to anyone for any damages, losses, or expenses, except for Consultant's willful misconduct or gross negligence Consultant shall not incur any such liability with respect to (I) the truth and accuracy of any information or written business plan used by the company for any reason including but not limited to the Business plan, (ii) any action taken or omitted in good faith, or ( iii ) any action taken or omitted in reliance on any instrument, including any information provided for in this agreement, not only as to the authenticity of the documents provided by anyone, any third party, the consultant, the Company or company's representatives (including those documents generated electronically), but also as to the truth and accuracy of any information contained therein as well as any information obtained or used by Consultant from the Company, its representative or any other third party source which Consultant in good faith believes to be accurate. The Company assumes all responsibility as to the truth and accuracy of any information contained in any written documents or oral communication provided by the Consultant to the Company as part of the scope of the Services, In no event shall the Services rendered or documents produced by the Consultant be construed as having the force of a legal opinion. To the extent relevant, the consultant shall not be liable, directly or indirectly, to the Company or any third party, for any losses. The Company agrees to indemnify and hold harmless the Consultant from and against any and all losses, directly or indirectly as a result of the Services or the breach or any inaccuracy in or breach or nonperformance of any of the representations, warranties , covenants or agreements made by the company in or pursuant to this Agreement except when due to the willful misconduct or gross negligence of Consultant as set forth above. This section shall expressly survive termination of the Agreement f or any reason.
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Disclaimers; Indemnification 
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Related to Disclaimers; Indemnification

  • Waivers Indemnification 60 11.1 Demand; Protest; etc...........................................................................60 11.2 The Lender Group's Liability for Collateral....................................................60 11.3 Indemnification................................................................................60

  • Buyer’s Indemnification Provided that the Closing occurs, Buyer shall release, defend, indemnify and hold harmless the Seller Indemnitees from and against any and all Losses suffered by such Seller Indemnitees arising out of or related to:

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • 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.

  • Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

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