Indemnification and Limited Liability Sample Clauses

Indemnification and Limited Liability. COUNTY shall defend, indemnify and hold CONSULTANT harmless from all claims, damages, costs or expenses that may arise as a consequence of COUNTY’s action or inaction on CONSULTANT’s recommendations and findings in connection with the performance of this AGREEMENT. COUNTY does not waive any of its defenses or limitations on liability as allowed by NRS Chapter 41 or any other applicable laws. To the fullest extent permitted by law, CONSULTANT shall defend, indemnify and hold harmless the COUNTY and its officers, employees and agents (collectively “Indemnitees”) from any liabilities, damages, losses, claims, actions or proceedings, including without limitation, reasonable attorney’s fees, that are caused by the negligence, errors, omissions, recklessness or intentional misconduct of CONSULTANT or the employees or agents of CONSULTANT in the performance of this AGREEMENT.
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Indemnification and Limited Liability. CLIENT shall defend, indemnify and hold XXXX WEST harmless from all claims, damages, costs or expenses that may arise as a consequence of CLIENT’s action or inaction on XXXX WEST’s recommendations and findings in connection with the performance of this AGREEMENT. CLIENT does not waive any of its defenses or limitations on liability as allowed by NRS Chapter 41 or any other applicable laws. To the fullest extent permitted by law, XXXX WEST shall defend, indemnify and hold harmless the CLIENT and its officers, employees and agents (collectively “Indemnities”) from any liabilities, damages, losses, claims, actions or proceedings, including without limitation, reasonable attorney’s fees, that are caused by the negligence, errors, omissions, recklessness or intentional misconduct of XXXX WEST or the employees or agents of XXXX WEST in the performance of this AGREEMENT.
Indemnification and Limited Liability. Processor shall indemnify and keep indemnified Controller against direct damages, claims, and losses incurred by Controller which arise directly from Processor’s Processing activities under this DPA. Notwithstanding anything to the contrary, the indemnification obligations pursuant to this DPA shall remain subject to the limitations of liability set forth in Section 10 of the MSA. The existence of more than one claim will not extend such limitation.
Indemnification and Limited Liability. The Trust will indemnify and hold harmless the Advisor, its officers, directors and employees from and against any liabilities, claims, damages, costs or expenses arising out of the performance by the Advisor of its duties and services hereunder to the extent that such liabilities, claims, damages, costs or expenses are not covered by insurance, other than those attributable to the Advisor’s bad faith, willful misfeasance, gross negligence or reckless disregard of the duties of the Advisor hereunder; and the Advisor will indemnify and hold harmless the Trust, each Trustee and each shareholder individually from and against any liabilities, claims, damages, costs or expenses incurred by reason of acts on the part of the Advisor, its directors, officers or employees constituting bad faith, willful misfeasance, gross negligence or reckless disregard of the duties of the Advisor hereunder. The Advisor assumes no responsibility under this Contract other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Trustees in following or declining to follow any advice or recommendation of the Advisor.
Indemnification and Limited Liability. 6.1. I understand that if someone or something in the space gets hurt or damaged as a result of my negligence, then I am responsible for paying for that injury or damage if my insurance provider does not. I understand that negligence explicitly includes failure to lock up the building (windows and front door) in the instance I am the last person to leave.
Indemnification and Limited Liability. The Merchant agrees to indemnify and hold the Bank harmless from and against any Association fines or fees (pursuant to Section 18 of this Merchant Agreement) and all losses, liabilities, damages and expenses (including attorney’s fees and collection costs) resulting from any breach of any warranty, covenant or agreement or any misrepresentation by the Merchant under this Merchant Agreement (including, without limitation, a violation of the Rules), or arising out of the Merchant’s or the Merchant’s employees’ negligence or willful misconduct, in connection with Card Transactions or otherwise arising from Merchant’s provision of Products to Cardholders. The Bank agrees to indemnify and hold Merchant harmless from and against all losses, liabilities, damages and expenses resulting from any breach of any warranty, covenant or agreement or any misrepresentation by Bank under this Merchant Agreement or arising out of Bank’s or its employees’ gross negligence or willful misconduct in connection with this Merchant Agreement. THIS MERCHANT AGREEMENT IS A SERVICE AGREEMENT. THE BANK DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE MERCHANT OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS MERCHANT AGREEMENT. NOTWITHSTANDING ANYTHING IN THIS MERCHANT AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL BANK, OR THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY, FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ظــفتحت (MATCH FILE) رــجاتلا ءاــهنلإ دــحوملا فــلملا نأــب ةــحارص رــقيو رــجاتلا فرــتعي فــيرعتو ءامــسأو راــجتلا ءامــسأ وأ ةــسسؤملا مــسا ىــلع لمتــشيو ،دراكرتــسام هــب ةدـعل وأ دـحاو ụبـسل اـه ءاـهنإ مـت تاـقافتا اـهيدل يـتلاو راـجتلل ةـيلصلأا تاـسسؤملا بوــلطم هــنأب رــقيو رــجاتلا فرــتعيو .دراكرتــسام وأ ازــيف دــعاوق يــف ةددــحم بابــسأ ءامـسأو رـجاتلاب ةـصاخلا (ةـيراجتلا ءامـسلأا وأ) يراـجتلا مـسلاا مد...
Indemnification and Limited Liability. 1. I understand that if someone or something at The Village Hive gets hurt or damaged as a result of my negligence, that I am responsible to pay for that injury or damage, either directly or through my own insurance. 2. In no event shall The Village Hive, or its agents, employees, members, shareholders or guest be liable for any direct, special, incidental, punitive, consequential or other damages whatsoever, including but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty, negligence and any other pecuniary or other loss whatsoever, arising out of or in any way related to the participation in or inability to participate in or use of The Village Hive or its services, the provision of or failure to provide services, or otherwise under or in connection with any provision of this agreement. 3. I AGREE NOT TO HOLD THE VILLAGE HIVE OR ITS EMPLOYEES OR AGENTS RESPONSIBLE FOR the losCΣ ISǦIIΣ Žd EǍûǍÖǦ ŽI DǦûáǦdC’ ÐǦdCŽYǍn áǦn computers, cell phones, tablets, clothing, bags, wallets or books. 4. The Village Hive will carry proper insurance for property belonging to The Village Hive. As a Member, it is strongly suggested that you carry your own liability and personal property insurance policy to cover your own property and to protect yourself against damage to The ssnnǍÖǦ ,s|ǦΣ Žd ŽISǦd DǦûáǦdC’ ÐǦmdayCbeŽYǍn áǦnŽ required for workshops and events.
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Indemnification and Limited Liability. 10.1 AZERFON shall keep the CUSTOMER indemnified against the claim made by a third party if these defects are due a sole reason of SIM Cards and problems arising in the connectivity services. 10.2 CUSTOMER acknowledges and agrees that AZERFON shall in no case be liable for any costs, expenses and/or loss of CUSTOMER incurred as a result of damages caused to the SIM Cards or failures incurred in the AMI. CUSTOMER shall always indemnify, hold free and harmless of any and all claims brought against AZERFON by third parties for any damaged SIM Cards in meters/devices. 10.3 Neither party shall be liable to the other party in contract, tort or otherwise, whatever the cause, for any loss of profit, business or goodwill or any indirect, incidental or consequential costs, damages or expenses of any kind. 10.4 In no event will either Party‟s total cumulative liability for all claims arising out of or related to this Agreement exceed the total amount of fees received by AZERFON or paid by CUSTOMER under this Agreement during the 6 (six) months except for liability for claims arising out of: (i) either Party's breach of its confidentiality obligations under Section 8 above; 10.5 AZERFON shall be liable for the complete fulfillment of the obligations under this Agreement, material and other damages caused to the CUSTOMER due to the defaults in the services in the amount as described in Service Level Agreement under this Agreement.
Indemnification and Limited Liability. 16 Section 8.1 Indemnification..................................................................16 Section 8.2 Insurance........................................................................17
Indemnification and Limited Liability. 22.1 With respect to the performance of NN activities under this Agreement, and all Products commercialized by NN hereto, NN agrees to indemnify and save harmless TT, its directors, officers, shareholders, their employees, and agents, from and against, and be responsible for all claims, demands, losses, costs (including attorney costs), damages, actions, suits or proceedings made, brought, or prosecuted, by third parties arising out of NN’s activities under this Agreement or relating to such commercialization (including the manufacture, use, marketing, distribution, sale and promotion of Product(s)), including product liability claims unless such claims, demands, losses, costs (including attorney costs), damages, actions, suits or proceedings arise from the negligence or wilful misconduct of TT or breach of this Agreement by TT, its directors, officers, shareholders, their employees, and agents. Further, NN agrees to indemnify and save harmless TT, its directors, officers, shareholders, their employees, and agents, from and against, and be responsible for all claims, demands, losses, costs (including attorney costs), damages, actions, suits or proceedings made, brought, or prosecuted, by third parties arising out of the breach by NN of any of its representations or warranties under this Agreement, unless such claims, demands, losses, costs (including attorney costs), damages, actions, suits or proceedings arise from the negligence or wilful misconduct of TT or breach of this Agreement by TT, its directors, officers, shareholders, their employees, and agents. 22.2 TT agrees to indemnify and save harmless NN, its directors, officers, shareholders, their employees, and agents, from and against, and be responsible for all claims, demands, losses, costs (including attorney costs), damages, actions, suits or proceedings made, brought, or prosecuted, by third parties arising out of the breach by TT of any of its representations or warranties under this Agreement, and any activities of TT under this Agreement, unless such claims, demands, losses, costs (including attorney costs), damages, actions, suits or proceedings arise from the negligence or wilful misconduct of NN or breach of this Agreement by NN, its directors, officers, shareholders, their employees, and agents. 22.3 Each Party shall provide prompt written notice to the other of any actual or threatened claim, demand or loss of which the other becomes aware; provided that the failure to provide prompt wri...
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