Indemnification and Limitation of Damages. In light of the rapidly changing regulatory environment applicable to Services and the technological limitations involved in the provision of Services, DIGEX will NOT be responsible for the following, provided, however, DIGEX is in full compliance with all applicable laws and fully satisfying industry standards required of other Internet Service providers: (a) protecting from unauthorized access LCI Customers' transmissions facilities or LCI Customer-owned premise equipment, or for alteration, theft or destruction of LCI or LCI Customers' data files, programs, or information through any means; or (b) claims or damages caused by a LCI Customer (including relating to the transmissions or storage of defamatory content), to a third party through fault or negligence to perform LCI Customers' responsibilities; claims against a LCI Customer by any other party, or any act of omission of any third party furnishing services or products to LCI Customers. Subject to the limitations of the previous paragraph, DIGEX shall agree to indemnify and hold LCI harmless from and against claims, damages and liabilities (including reasonable attorney's fees and costs) asserted by a third-party which result directly from any breach by DIGEX, or by any of its employees or agents, of this Agreement or any of its representations, covenants or obligations as provided for in this Agreement, or from any act or omission of that party, its employees and agents. Notwithstanding anything to the contrary in this Agreement or the EXHIBITS or Appendices hereto, in no event will either party be liable to the other party for special, indirect or consequential damages, under any theory of recovery, unless such damages are part of an award to a third party for which indemnification is properly due hereunder.
Indemnification and Limitation of Damages. 13.1. Xxxxx MPM shall defend, indemnify and hold and maintain Lone Star, its Affiliates (other than Xxxxx MPM), and their officers, employees, directors and agent harmless, (including paying reasonable attorneys’ fees, costs, expenses and disbursements) from and against: any third party claim based on breach of warranty, strict liability, or products liability associated with any products manufactured by Xxxxx MPM under this Agreement.
13.2. Xxxxx MPM shall defend, indemnify and hold and maintain Lone Star, its Affiliates (other than Xxxxx MPM) and their officers, employees, directors, and agents harmless (including paying reasonable attorneys’ fees, costs, expenses and disbursements) from and against any damage, cost, loss or liability, to the extent arising from Xxxxx MPM’s use of the Marks in accordance with the Quality Standards and otherwise as permitted hereunder infringes, dilutes, violates, or otherwise conflicts with any intellectual property or other rights of any third party.
13.3. Lone Star shall defend, indemnify and hold and maintain Xxxxx MPM, its Affiliates and their officers, employees, directors, and agents harmless (including paying reaonsable attorney’s fees, costs, expenses and disbursements) from and against any damage, cost, loss or liability, to the extent arising out of any claim that Xxxxx MPM’s use of the Marks in accordance with the Quality Standards and otherwise as permitted hereunder infringes, dilutes, violates, or otherwise conflicts with any intellectual property or other rights of any third party.
13.4. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT OR FUNDAMENTAL BREACH, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Indemnification and Limitation of Damages. 12 Section 9.01 Indemnification 12 Section 9.02 Limitation on Liability; Exclusion of Consequential Damages 12 Section 9.03 Supremacy 13 ARTICLE X MISCELLANEOUS 13 Section 10.01 Assignment 13 Section 10.02 Authorization 13 Section 10.03 Governing Law, Jurisdiction, Venue 13 Section 10.04 Independent Contractor 13 Section 10.05 Notice 13 Section 10.06 Usage 15 Section 10.07 Entire Agreement 15 Section 10.08 Amendment 15
Indemnification and Limitation of Damages. 16 10.1 Indemnification. 16 10.2 Exclusion of Consequential Damages 17 10.3 Aggregate Liability 17 10.4 [Reserved]. 17 10.5 Insurance 17 ARTICLE 11 REPRESENTATIONS AND WARRANTIES 18 DM_US 163650811-8.107145.0012 11.1 Representations and Warranties 18 ARTICLE 12 MISCELLANEOUS 19 12.1 Assignment. 19 12.2 Authorization 19 12.3 Governing Law; Jurisdiction and Venue 19 12.4 Independent Contractor 19 12.5 Notice 20 12.6 Usage 20 12.7 Entire Agreement 21 12.8 Amendment 21 12.9 Confidential Information 21 12.10 Third Party Beneficiaries 22 12.11 Discharge of Obligations 22 12.12 Severability 22 12.13 Binding Effect 22 12.14 Right of Offset 22 12.15 No Liens 23 12.16 No Modification or Alteration of MOMA or Project Company LLC Agreement 23 DM_US 163650811-8.107145.0012 THIS SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made as of December 23, 2019 (the “Effective Date”), by and among DIAMOND STATE GENERATION PARTNERS, LLC, a Delaware limited liability company (the "Project Company"), and BLOOM ENERGY CORPORATION, a Delaware corporation (the "Administrator"). The Project Company and the Administrator are each referred to herein individually as a "Party" and collectively as the "Parties".
Indemnification and Limitation of Damages. 6.1 Contractor agrees to indemnify, hold harmless, and defend CDF from and against any and all judgments, liabilities, damages, losses, expenses, and costs (including, but not limited to, court costs and reasonable attorney fees) incurred by CDF which relate to: (i) Contractor’s acts, willful misconduct or negligence in connection with this Agreement; or (ii) any accident, injury, or damage caused to any person or to the property of any person during the performance of Services hereunder.
6.2 IN NO EVENT WILL CDF HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CDF’S ENTIRE LIABILITY ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER FOR TORT, CONTRACT OR OTHERWISE, SHALL NOT EXCEED THE INDEPENDENT CONTRACTOR FEE.
Indemnification and Limitation of Damages. INDEMNIFICATION BY SIDEWARE
9.01 Sideware shall defend, indemnify, and hold harmless ACS from and against any claims by a Sideware Client relating to (i) defects or errors in the performance of Xx. Xxxx, other than as a result of changes or modifications made to Xx. Xxxx by anyone other than Sideware, or (ii) a breach by Sideware of the Client's Customer Service Contract.
Indemnification and Limitation of Damages. In light of the rapidly changing regulatory environment applicable to Services and the technological limitations involved in the provision of Services, DIGEX will NOT be responsible for the following, provided, --- however, DIGEX is in full compliance with all applicable laws and fully satisfying industry standards required of other Internet service providers: (a) protecting from unauthorized access WINSTAR Customers' transmission facilities or WINSTAR Customer-owned premise equipment, or for alteration, theft, or destruction of WINSTAR or WINSTAR Customers' data files, programs, or information through any means, or (b) claims or damages caused by a WINSTAR Customer (including relating to the transmissions or storage of defamatory content), to a third party through fault or negligence of WINSTAR to perform WINSTAR Customers' responsibi- lities, claims against WINSTAR Customer by any other party, or any act of omission of any third party furnishing services or products to WINSTAR's Customers. Not withstanding anything to the contrary in this Agreement or the EXHIBITS or Appendices hereto in no event will either Party be liable to the other Party for special, indirect or consequential damages, under any theory of recovery, unless such damages are part of an award to a third party for which indemnification is properly due hereunder. Should DIGEX purchase insurance to cover slander and/or liable (defamation) claims, WINSTAR will be a named party for the term of this Agreement and for six years after.
Indemnification and Limitation of Damages. You agree to indemnify and hold Xxxxxxx Xxxxx, its Independent Sales Referral s, officers, directors harmless from any claim, action, demand, loss, or damages (including attorneys' fees) made or incurred by any third party arising out-of or relating to your use of the Sales Referral. Xxxxxxx Xxxxx shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or program. Neither party has the right to create any obligation binding on the other except as expressly authorized in this Agreement.
Indemnification and Limitation of Damages. You agree to indemnify, defend and hold harmless us, our partners, employees, agents, officers, directors, affiliates and independent contractors from any and all claims, actions, suits or allegations for damages or losses to person or property due to the action of you or your guests in connection with your event, unless such damages or losses are attributable to our gross negligence or willful misconduct. Except as stated in the preceding sentence, neither of us is liable to the other for any incidental, consequential, indirect, special or punitive damages.
Indemnification and Limitation of Damages. Each Party does hereby agree to indemnify, defend, hold harmless and release the other Party, its officers, employees, agents from and against all third-party claims demands and actions, or causes of actions, for i) breach of the Agreement, or ii) infringement of a third party’s intellectual property rights, which may arise from or in connection with the acts or omissions of a Party and its representatives relative to the Event, or iii) any stated indemnification obligations as provided for in this Agreement. In addition to other indemnity obligations under this Agreement, Sponsor/Exhibitor hereby agrees to indemnify, defend and protect AHIMA, the Facility, XXXXXX, Inc. and AHIMA’s Event General Contractor, and hold and save those parties against and from, any and all claims, demands, suits, liability, damages, loss, costs, attorney fees and expenses of whatever kind or nature which might result from or arise out of Sponsor/Exhibitor’s use of the Facility or any action or failure to act of the Sponsor/Exhibitor or any of its officers, agents (including any Sponsor/Exhibitor Appointed Contractor), employees, or other representatives, including but not limited to: (i) any claims of damage or loss to property, or from or out of any damage, loss, harm or injury to the person of the Sponsor/Exhibitor or any of its officers, agents, employees or other representatives; (ii) any claims or liability by or to third parties arising out of conduct or omissions which are in breach of Sponsor/Exhibitor’s obligations under this Agreement; (iii) any claims arising out of any negligent or intentional act or omission of Sponsor/Exhibitor or any of its officers or agents (including any Sponsor/Exhibitor Appointed Contractor) that causes or results in damage to, or destruction of, property of any party, and/or death or injury to persons; (iv) any claims arising failure to comply with applicable laws and regulations (including but not limited to applicable privacy and security laws and regulations); or (v) any claims arising out of or related to the sale or service of alcoholic beverages in Sponsor/Exhibitor’s Exhibit Space. The terms of this provision shall survive the termination or expiration of this Agreement. Except for its indemnification obligations, neither party shall be liable to the other party for any indirect, consequential, incidental, special, or punitive damages including but not limited to damages resulting from delay or interruption of service, whether or not...
