Exclusion of Claims in certain other Sample Clauses

Exclusion of Claims in certain other circumstances (a) Except to the extent that an Operational Constraint results from a breach by Aurizon Network of this Agreement or a Train Operations Agreement, any delays or cancellations of Train Services caused by or resulting from Operational Constraints shall not constitute a default by Aurizon Network of its obligations under this Agreement and Aurizon Network will not be liable for any Claims suffered or incurred by or made or brought by or against the End User as a result of or arising from the imposition of such an Operational Constraint. (b) Except as otherwise provided in this Agreement, Aurizon Network will not be liable for any delays, cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the End User as a result of an Operator complying with a request by Aurizon Network in accordance with Clause 8.4(e) of the General Conditions of Contract of a Train Operations Agreement. (c) If Aurizon Network takes action in accordance with Clause 8.4(d)(i) of the General Conditions of Contract of a Train Operations Agreement, then Aurizon Network shall have no liability for any damage to or loss of freight caused by such actions. (d) If Aurizon Network conducts an inspection or audit under Clause 13 of the General Conditions of Contract of a Train Operations Agreement, Aurizon Network will be liable to the End User in respect of loss or damage (including damages for Consequential Loss) arising from the conduct of the inspection or audit if, and only if: (i) no reasonable person in Aurizon Network's position could have formed the view that the stated grounds for such inspection or audit existed; and (ii) the End User's loss or damage is not, and has not been, included in a claim under the relevant Train Operations Agreement, and provided that the End User must use all reasonable endeavours to mitigate the loss or damage arising from the conduct of the inspection or audit. Aurizon Network shall bear the burden of establishing that a reasonable person in its position could have formed that view.
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Exclusion of Claims in certain other circumstances (a) Except to the extent that an Operational Constraint results from a breach by, or negligent act or omission of, Aurizon Network of this Agreement or a Train Operations Deed, any delays or cancellations of Train Services caused by or resulting from Operational Constraints will not constitute a default by Aurizon Network of its obligations under this Agreement and Aurizon Network will not be liable for any Claims suffered or incurred by or made or brought by or against the Access Holder as a result of or arising from the imposition of such an Operational Constraint. (b) Except as otherwise provided in this Agreement, Aurizon Network will not be liable for any delays or cancellations of Train Services or Claims suffered or incurred by or made or brought by or against the Access Holder and the Access Holder must not make any Claim against Aurizon Network, its director and/or Aurizon Network’s Staff as a result of an Operator complying with a request by Aurizon Network in accordance with clause 20.4(i) of a Train Operations Deed. (c) If Aurizon Network takes action in accordance with clause 20.4(e) of a Train Operations Deed, then Aurizon Network has no liability for any damage to or loss of freight caused by such actions.
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Exclusion of Claims in certain other circumstances (a) Except to the extent that an Operational Constraint results from a breach by Aurizon Network of this Agreement or a Train Operations Agreement, any delays or cancellations of Train Services caused by or resulting from Operational Constraints shall not constitute a default by Aurizon Network of its obligations under this Agreement and Aurizon Network will not be liable for any Claims suffered or incurred by or made or brought by or against the End User as a result of or arising from the imposition of such an Operational Constraint. (b) Except as otherwise provided in this Agreement, Aurizon Network will not be liable for any delays or cancellations of Train Services or Claims suffered or incurred by or made or brought by or against the End User as a result of an Operator complying with a request by Aurizon Network in accordance with clause 22.6(j) of a Train Operations Agreement. (c) If Aurizon Network takes action in accordance with clause 22.6(f) of a Train Operations Agreement, then Aurizon Network shall have no liability for any damage to or loss of freight caused by such actions. (d) Aurizon Network will not be liable for any delays or cancellations of Train Services or Claims suffered or incurred by or made or brought by or against the End User as a result of the exercise by Aurizon Network of its rights under clause 26 of a Train Operations Agreement, provided that Aurizon Network complies with clause 26.5 of a Train Operations Agreement.
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Exclusion of Claims in certain other circumstances (a) Except to the extent that an Operational Constraint results from a breach by QR Network of this Agreement, any delays or cancellations of Train Services caused by or resulting from Operational Constraints shall not constitute a default by QR Network of its obligations under this Agreement and QR Network will not be liable for any Claims suffered or incurred by or made or brought by or against the End User as a result of or arising from the imposition of such an Operational Constraint. (b) Except as otherwise provided in this Agreement, QR Network will not be liable for any delays, cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the End User as a result of an Operator complying with a request by QR Network pursuant to Clause 8.4(e) of the General Conditions of Contract of a Train Operations Agreement. (c) If QR Network takes action under Clause 8.4(d)(i) of the General Conditions of Contract of a Train Operations Agreement, then QR Network shall have no liability for any damage to or loss of freight caused by such actions. (d) If QR Network conducts an inspection or audit under Clause 13 of the General Conditions of Contract of a Train Operations Agreement, QR Network will not be liable for any delays or cancellation of Train Services or Claims suffered or
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Exclusion of Claims in certain other circumstances (a) Except to the extent that an Operational Constraint results from a breach by QR Network of this Agreement or a Train Operations Agreement, any delays or cancellations of Train Services caused by or resulting from Operational Constraints shall not constitute a default by QR Network of its obligations under this Agreement and QR Network will not be liable for any Claims suffered or incurred by or made or brought by or against the End User as a result of or arising from the imposition of such an Operational Constraint. (b) Except as otherwise provided in this Agreement, QR Network will not be liable for any delays, cancellation of Train Services or Claims suffered or incurred by or made or brought by or against the End User as a result of an Operator complying with a request by QR Network in accordance with Clause 8.4(e) of the General Conditions of Contract of a Train Operations Agreement, provided that it was reasonable and practicable in the circumstances for QR Network to issue a QR Train Control Direction under clause 8.4(e)
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Exclusion of Claims in certain other circumstances
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Related to Exclusion of Claims in certain other

  • Limitation of Claims All claims under the Bonds and this Bond Agreement for payment, including interest and principal, shall be subject to the time-bar provisions of the Norwegian Limitation Act of May 18, 1979 No. 18.

  • Notification of Claims (a) Except as otherwise provided in this Agreement, a Person that may be entitled to be indemnified under this Agreement (the “Indemnified Party”), shall promptly notify the party liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim, demand or circumstance (a “Claim Notice”); provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article XI except to the extent the Indemnifying Party is prejudiced by such failure, it being understood that notices for claims in respect of a breach or inaccuracy of a representation or warranty or breach of or default under any obligation or covenant must be delivered before the expiration of any applicable survival period specified in Section 11.4(a). (b) Upon receipt of a notice of a claim for indemnity from an Indemnified Party pursuant to Section 11.5(a) with respect to any Third Party Claim, the Indemnifying Party shall have the right (but not the obligation) to assume the defense and control of any Third Party Claim upon written notice to the Indemnified Party delivered within fifteen (15) Business Days of the Indemnifying Party’s receipt of the applicable Claim Notice and, in the event that the Indemnifying Party shall assume the defense of such claim, it shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense. The Person that shall control the defense of any such Third Party Claim (the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the other party and shall take all steps reasonably necessary in the defense or settlement of such Third Party Claim. (c) The Sellers or the Buyer, as the case may be, shall, and shall cause each of its Affiliates and representatives to, reasonably cooperate with the Controlling Party in the defense of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; provided that (i) such settlement shall not encumber any of the assets of the Indemnified Party or contain any restriction or condition that would apply to such Indemnified Party or to the conduct of the Indemnified Party’s business, (ii) the Indemnifying Party shall pay all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Section 11.3, if applicable), and (iii) the Indemnifying Party shall obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.

  • Exclusion of Claim You acknowledge and agree that you shall have no entitlement to compensation or damages insofar as such entitlement arises or may arise from you ceasing to have rights under or to be entitled to vest in your Restricted Shares as a result of such termination (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of your Restricted Shares. Upon the grant of your Restricted Shares, you shall be deemed to have waived irrevocably any such entitlement.

  • Submission of Claims 39 If Provider submits claims for Services rendered under this Contract, the following 40 requirements shall apply:

  • Assertion of Claims (a) In the event that a Person (the "Indemnified Party") desires to assert its right to indemnification from a Person (an "Indemnifying Party") required to indemnify such Indemnified Party under this Article XII, the Indemnified Party will give the Indemnifying Party prompt notice of the claim giving rise thereto (a "Claim"), and the Indemnifying Party shall undertake the defense thereof (unless the Claim is asserted against or related to or results from any action or failure to take action by such Indemnifying Party). The failure to promptly notify the Indemnifying Party hereunder shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to so notify promptly. (b) The Indemnified Party shall not settle or compromise any Claim without the written consent of the Indemnifying Party unless the Indemnified Party agrees in writing to forego any and all claims for indemnification from the Indemnifying Party with respect to such Claim. However, if the Indemnifying Party, within a reasonable time after notice of any such Claim, fails to defend such Claim, the Indemnified Party shall have the right to undertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof. (c) If the Indemnifying Party has undertaken the defense of a Claim and (i) if there is a reasonable expectation that (x) a Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments or (y) the Indemnified Party or Parties may have legal defenses available to it or them that are different from or additional to the defenses available to the Indemnifying Party, or (ii) if the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party, the Indemnified Party shall nevertheless have the right, at the Indemnifying Party's cost and expense, to defend such Claim.

  • PRESENTATION OF CLAIMS Presentation and processing of any or all claims arising out of or related to this Agreement shall be made in accordance with the provisions contained in Chapter 1.05 of the Santa Xxxx County Code, which by this reference is incorporated herein.

  • Status of Claims in Bankruptcy Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights against Counterparty with respect to the Transaction that are senior to the claims of common stockholders of Counterparty in any United States bankruptcy proceedings of Counterparty; provided that nothing herein shall limit or shall be deemed to limit Dealer’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to the Transaction; provided, further, that nothing herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transactions other than the Transaction.

  • Indemnification for Certain Claims The Party providing services hereunder, its affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving company’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the content of the receiving company’s own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company’s use or reliance on the providing company’s services, actions, duties, or obligations arising out of this Agreement.

  • Survival of Claims Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination of this Lease shall survive such termination.

  • Arbitration of Claims The parties shall submit all Claims (as defined in Exhibit E) arising under this Agreement or any other Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit E attached hereto (the “Arbitration Provisions”). For the avoidance of doubt, the parties agree that the injunction described in Section 9.3 below may be pursued in an arbitration that is separate and apart from any other arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other provisions of this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon the foregoing representations and covenants of Company regarding the Arbitration Provisions.

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