Indemnification; Disclaimer of Warranties Sample Clauses

Indemnification; Disclaimer of Warranties. 10.1 OmniAir disclaims any and all liability for any failure of a certified product belonging to Applicant to perform in the manner as designed and intended by Applicant. 10.2 Applicant agrees that it shall indemnify, defend and hold harmless each of OmniAir, its subsidiaries, each OmniAir member organization, and their respective directors, officers, employees and agents, successors and assigns (collectively, "Indemnified Parties") from all claims, losses, liabilities, damages, suits, actions, government procedures, taxes, penalties, or other costs brought against any Indemnified Party arising out of Applicant’s manufacture, use, sale or supply of any certified product. 10.3 EXCEPT FOR DAMAGES CAUSED BY WILLFUL MISCONDUCT OF A PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO INDEMNIFICATION OWED TO THE OTHER PARTY FOR ANY THIRD-PARTY CLAIMS. 10.4 In recognition of the fact that Test Laboratory tests only a sample of a product, OmniAir makes no representation that the results set forth in the Test Laboratory’s Reports are indicative or representative of the quality or characteristics of the lot from which a sample product has been taken or of the product in general. OmniAir does not, therefore, take the place or undertake the obligations and responsibilities of the Applicant or any designer, manufacturer, importer, agent, buyer, distributor or transportation or shipping company, and OmniAir disclaims any and all liability in such capacities. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED HEREIN OR IN ANY REPORT OR OTHER INSTRUMENT, NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, IS MADE BY OMNIAIR FOR THE CONTEMPLATED CERTIFICATION SERVICES OR FOR ANY CERTIFIED PRODUCT SOLD BY THE APPLICANT.
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Indemnification; Disclaimer of Warranties. 14.1 Subject to the limitations set forth in Section 10.2, Section 14.2 and Section 14.7 of this Agreement, Producer agrees to defend, indemnify and hold Buyer harmless from and against all claims, losses, damages, demands, liabilities and causes of action for damages and expenses of every kind and character (including, without limitation, cost of suit, amounts paid in settlement and attorney’s fees and expenses) (“Damages”) arising out of a claim or proceeding brought by a third party (a third party excludes any Affiliate of a Party to this Agreement) (a “Third-Party Claim”) asserted against Buyer or its Affiliates or its and their agents, servants and employees, on account of: (a) death or bodily injury resulting from any Product failing to meet applicable Specifications, it being acknowledged by the Parties that any other Damages related to Products failing to meet Specifications shall be limited to replacement or refund, at Producer’s option, and in no event will Producer be liable for any amount in excess of any relevant cap on Buyer’s liability to the third party, (b) any violation of Applicable Laws by Producer, and (c) any breach by Producer of its obligations under this Agreement, except to the extent such Damage is the result of the gross negligence or willful misconduct of Buyer. 14.2 Buyer agrees to defend, indemnify and hold Producer harmless from and against all Damages arising out of a Third Party Claim asserted against Producer or its Affiliates and its or their agents, servants and employees on account of: (a) any violation of Applicable Laws by Buyer, (b) any use of Buyer’s Intellectual Property, as directed by Buyer pursuant to this Agreement including infringement claims upon any Copyrights, Trademarks, Patents, Know-How or trade secret of a third party, and (c) any breach by Buyer of its obligations under this Agreement, in each case except to the extent such Damage is the result of the gross negligence or willful misconduct of Producer provided, however, to the extent a Third Party Claim for indemnification solely pertains to any Intellectual Property that is covered by the IPMA, such Third Party Claim shall only be made under the IPMA.
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Indemnification; Disclaimer of Warranties. 8.1 ETC agrees to indemnify and hold harmless each Owner and the Operator, and their respective affiliates, officers, directors, employees, agents and permitted assigns, from and against any and all losses, claims, damages or liabilities to which they or any of them may become subject and to reimburse each of them for any legal or other expenses (including reasonable attorneys' fees) incurred by them in connection with defending any action, suit, proceeding or governmental investigation insofar as such liabilities, actions suits, proceedings or investigations arise out of or are related to (a) ETC's use of Available Capacity or (b) the use by any customer of ETC of the Available Capacity. 8.2 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE OWNERS AND THE OPERATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BACKBONE SYSTEM, RIGHTS OF WAY, THE AVAILABLE CAPACITY OR ANY SERVICES OR PROPERTY FURNISHED UNDER THIS AGREEMENT, WHETHER ARISING UNDER LAW OR IN EQUITY. 8.3 In no event shall any System Operating Company, SERI, ESI or any of them, or any affiliate, director, officer, shareholder, employee, agent, or permitted assign, of any of them, be liable, in contract, tort or otherwise, for any incidental or consequential damages of any nature arising at any time or from any cause whatsoever, including specifically but without limitation, loss of profits or revenue, loss of full or partial use of any telecommunications capacity, loss of goodwill, claims of ETC customers or other damages.
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Indemnification; Disclaimer of Warranties. Organization Faculty and Organization each indemnify Respecting Choices and undertakes to defend and hold Respecting Choices harmless from any claims, suits, losses, expenses, and damages (including reasonable attorneys’ fees and disbursements) arising out of, or related to: (i) its respective obligations or any breach or default under this Agreement; (ii) any defects in any items sold, distributed, or displayed by either OF or Organization in connection with the Intellectual Property; (iii) any failure of either OF or Organization to comply with any applicable provision of any law, statute, ordinance, or regulation; or (iii) OF’s or Organization’s negligence or willful misconduct. Except as described below, Respecting Choices shall have no liability to OF or Organization or to third parties with respect to its use of the Program. Respecting Choices hereby indemnifies OF and Organization and undertakes to defend and hold OF or Organization harmless from any claims, suits, losses, expenses and damages (including reasonable attorneys’ fees and disbursements) arising out of, or related to (i) any breach or default by Respecting Choices under the terms of this Agreement; (ii) Respecting Choices’ development and ownership of the Intellectual Property provided to OF or Organization; or (iii) Respecting Choices’ negligence or willful misconduct. If OF is no longer employed by Organization, OF hereby personally indemnifies Respecting Choices, and undertakes to defend and hold Respecting Choices harmless from any claims, suits, losses, expenses and damages (including reasonable attorney’s fees and disbursements) arising out of, or related to: (i) OF’s obligations or any breach or default by OF under this Agreement; (ii) any defects in any items sold, distributed or displayed by OF in connection with the Intellectual Property; (iii) any failure of OF to comply with any applicable provision of any law, statute, ordinance or regulation; or (iv) OF’s negligence or willful misconduct. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY EITHER EXPRESSED OR IMPLIED, THAT (A) THE CERTIFICATION AND/OR INTELLECTUAL PROPERTY HAS AN INTRINSIC VALUE OR (B) THAT THE PROGRAM AND/OR INTELLECTUAL PROPERTY HAVE MERCHANTABILITY, CAPACITY OR FITNESS FOR A PARTICULAR PERSON OR USE. ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.
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Indemnification; Disclaimer of Warranties. 12.1 INDEMNIFICATION:
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Related to Indemnification; Disclaimer of Warranties

  • Disclaimer of Warranties YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, APPLE SOFTWARE, AND ANY ASSOCIATED CONTENT, FEATURE, FUNCTIONALITY, OR MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. APPLE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (COLLECTIVELY, “APPLE” FOR THE PURPOSES OF SECTIONS 9 AND 10 HEREIN) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. IN PARTICULAR, APPLE MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE, OR FREE FROM ERRORS, LOSS, CORRUPTION, ATTACK, VIRUSES, OR HACKING; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED. YOU AGREE THAT FROM TIME TO TIME APPLE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE, COMPUTER, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

  • DISCLAIMER OF WARRANTY Goods, services, facilities, or equipment provided by NASA under this Agreement are provided "as is." NASA makes no express or implied warranty as to the condition of any such goods, services, facilities, or equipment, or as to the condition of any research or information generated under this Agreement, or as to any products made or developed under or as a result of this Agreement including as a result of the use of information generated hereunder, or as to the merchantability or fitness for a particular purpose of such research, information, or resulting product, or that the goods, services, facilities or equipment provided will accomplish the intended results or are safe for any purpose including the intended purpose, or that any of the above will not interfere with privately- owned rights of others. Neither the government nor its contractors shall be liable for special, consequential or incidental damages attributed to such equipment, facilities, technical information, or services provided under this Agreement or such research, information, or resulting products made or developed under or as a result of this Agreement.

  • Indemnification/Warranty and Disclaimer/Limitation of Liability Taxpayer shall defend, indemnify, and hold GO-Biz and the FTB, its agents or assigns, harmless from and against all claims, damages, and liabilities (including reasonable attorneys’ fees) arising from this Agreement due to Taxpayer’s breach of this Agreement, or the result of Taxpayer’s negligence or willful misconduct. EXCEPT AS PROVIDED FOR UNDER SECTION 14, UNDER NO CIRCUMSTANCES WILL THE STATE OF CALIFORNIA, GO-BIZ, ITS AGENTS OR EMPLOYEES, THE COMMITTEE MEMBERS, THE FTB OR ANYONE ELSE INVOLVED IN THIS AGREEMENT BE LIABLE TO TAXPAYER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARISE FROM THIS AGREEMENT.

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