Indemnification and Limitations on Liability. In addition to the indemnifications and limitations on liability contained in the Owner’s Guide to Services, you hereby indemnify and hold harmless Credit Union and each of its directors, officers, employees, agents, successors, and assigns (“Indemnitees”) from and against all liability, loss, and damage of any kind (including attorneys’ fees and other costs incurred in connection therewith) incurred by or asserted against such Indemnitee in any way relating to or arising out of (a) the Service, (b) any Image, Item or IRD, (c) any failure by you to comply with the terms of this Agreement or breach by you of any representation or warranty contained herein, (d) any failure by you to comply with applicable laws and regulations, or (e) any acts or omissions of you or any third party. This paragraph shall survive the termination of this Agreement for any reason. YOU AGREE YOUR USE OF THE SERVICE AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE (i) WILL MEET YOUR REQUIREMENTS, OR (ii) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. FURTHER, WE MAKE NO WARRANTY THAT (i) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (ii) ANY ERRORS IN THE SERVICE OR TECHNOLOGY WILL BE CORRECTED. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE USE OF, INABILITY TO USE, OR THE TERMINATION OF THE USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF. WITHOUT IN ANY WAY LIMITING THE FOREGOING, YOU AGREE FURTHER THE CREDIT UNION SHALL NOT BE LIABLE FOR ANY DAMAGES OTHER THAN THOSE CAUSED SOLELY AND DIRECTLY BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND ITS LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF YOUR ACTUAL DAMAGES OR THE TOTAL IN ...
Indemnification and Limitations on Liability. In addition to the indemnifications and limitations on liability contained in the Account Agreement, you hereby indemnify and hold harmless Bank and each of its directors, officers, employees, agents, successors, and assigns (“Indemnitees”) from and against all liability, loss, and damage of any kind (including attorneys’ fees and other costs incurred in connection therewith) incurred by or asserted against such Indemnitee in any way relating to or arising out of (a) the Service, (b) any image, check or IRD, (c) any failure by you to comply with the terms of this Agreement or breach by you of any representation or warranty contained herein, (d) any failure by you to comply with applicable laws and regulations, or (e) any acts or omissions of you or any third party. This paragraph shall survive the termination of this Agreement for any reason.
Indemnification and Limitations on Liability. 12.1. Except to the extent of City's gross negligence or willful misconduct, Customer agrees to indemnify, defend, and hold harmless City of and from any and all claims, causes of action, damages and judgments arising out of any act or omission of City, and its officers, directors, employees and agents that may have caused injury or damage to any person, or to the equipment, fixtures, goods, products, or other property of the Customer, the Customer's employees, contractors, invitees, customers, or any other person in or about the Property, regardless of cause or whether or not such injury or damage results from conditions arising from Services provided by City hereunder or the installation, operation or maintenance of the Added Facilities and/or Line Extension or any failure of the Added Facilities or Line Extension to deliver electrical power or any defect in the Added Facilities and/or Line Extension, or explosion, fire, or steam released from the Added Facilities and/or Line Extension.
12.2. Notwithstanding either Party's negligence or breach of this Agreement, under no circumstances shall either Party be liable to the other Party for indirect, special, or consequential loss, damage, claim, cost, charge, or expense including, but not limited to, loss of business or any loss of income or profit therefrom, loss of use of a Party's facilities, loss of revenue, cost of replacement power or water, and claims of any third party, including any customer of the other Party.
Indemnification and Limitations on Liability. In addition to the indemnifications and limitations on liability contained in the Deposit Agreement, you hereby indemnify and hold harmless Credit Union and each of its directors, officers, employees, agents, successors, and assigns ("Indemnitees") from and against all liability, loss, and damage of any kind (including attorneys' fees and other costs incurred in connection therewith) incurred by or asserted against such Indemnitee in any way relating to or arising out of (a) your use of the U1 Online Services, or any of them, (b) any failure by you to comply with the terms of this Agreement or breach by you of any representation or warranty contained herein, (c) any failure by you to comply with applicable laws and regulations, (d) any acts or omissions of you or any third party, (e) our reliance on the information, instruction, license and/or authorization provided by you under this Agreement, (f) your infringement, or infringement by any user of your Credit Union account(s), of any intellectual property or right of any person or entity. You agree that Intuit Inc. is a third party service provider and a third party beneficiary of these Terms and Conditions, with all rights to enforce such provisions as if they were parties to these Terms and Conditions. This paragraph shall survive the termination of this Agreement for any reason.
Indemnification and Limitations on Liability. In addition to the indemnifications and limitations on liability contained in the Membership and Account Agreement, you hereby indemnify and hold harmless Credit Union and each of its directors, officers, employees, agents, successors, and assigns (“Indemnitees”) from and against all liability, loss, and damage of any kind (including attorneys’ fees and other costs incurred in connection therewith) incurred by or asserted against such Indemnitee in any way relating to or arising out of (a) your use of the Envision Online Services, or any of them, (b) any failure by you to comply with the terms of this Agreement or breach by you of any representation or warranty contained herein,
Indemnification and Limitations on Liability. The MGCL permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for
Indemnification and Limitations on Liability. 18 6.1 Survival.......................................................................................18 6.2 Indemnity by Seller and the Shareholders.......................................................18 6.3 Set-off Rights of Buyer........................................................................19 6.4 Indemnity by Buyer and Parent..................................................................19 6.5
Indemnification and Limitations on Liability. Company agrees to hold harmless, indemnify, and defend Customer and its agents, affiliates, partners, officers, or stockholders against any and all claims, losses, liabilities, damages, and expenses, including legal fees, fines, judgments, and settlement amounts all made in connection with or arising from errors in any representation or warranty made by Company under this Agreement, any breach of the Agreement by Company, or any omission or negligent act by Company in connection with this Agreement, provided that such negligent act, omission, or error was not done at the direction of Customer.
Indemnification and Limitations on Liability. (A) Aris shall indemnify Purchaser and its Affiliates (including the Target Business) and each of their respective officers, directors, employees and agents and hold them harmless from any and all losses and damages suffered or incurred by any such indemnified party to the extent arising from (a) any failure of any representation or warranty of Aris to be true and correct in all material respects as of the Effective Date or (b) any breach by Aris of any covenant contained in this Agreement requiring performance after the Closing Date; provided, however, that the total amount of Aris' liability under this Agreement and the Deed of Transfer, (excluding the indemnification under the Telephone House Indemnity Schedule) and of Aris Corporation under the Trademark Agreement and the GSA Service Agreement shall not exceed an aggregate of two hundred and fifty thousand US dollars (US$250,000), such that any claim made under this Agreement shall be precluded if and to the extent that such claim would cause the total liability of Aris under this Agreement and the Deed of Transfer and of Aris Corporation under the Trademark Agreement and GSA Service Agreement to exceed an aggregate of two hundred and fifty thousand US dollars (US$250,000). Provided further, that notwithstanding the foregoing Aris shall remain liable in respect of any debts or liabilities of the Target Business incurred prior to the Effective Date if and to the extent that such debts and/or liabilities (if any) do not arise directly or indirectly in whole or in part out of or in connection with the transactions contemplated by this Agreement and/or any act and/or omission of the Purchaser. The period during which any claim may be brought against Aris in connection with this Agreement, any Ancilliary Agreement and/or any of the other transactions contemplated 35 by this Agreement and/or any of the Ancilliary Agreements shall be limited to one (1) year after the Effective Date.
(B) In the event of any breach of Section 6.4(b) of this Agreement, Aris shall pay the Purchaser an amount which is equal to twelve weeks' gross salary or fees at the last weekly rate payable to the employee in question. The parties agree that the actual damages incurred by the departure of an employee is difficult to ascertain and that the compensation payable pursuant to this section represents the reasonable and likely amount of such damages and not a penalty.
(C) In the event of any breach of Section 7.2 of this Agreement, the...
Indemnification and Limitations on Liability. 11 6.01. Indemnity for Pre-Agreement Actions........................11 6.02. Indemnity under this Agreement.............................11
