Indemnities and Liabilities. 11.1 The Financing Partner releases and indemnifies MYISCO, its’ employees, servants and agents against all actions, claims, and demands (including the cost of defending or settling any action, claim, or demand) which may be instituted against MYISCO arising out of the negligence or wilful misconduct of the Financing Partner, its’ agents, employees, or any sub-contractor or any other person for whose negligence the Financing Partner is vicariously liable and also against any action, claim, or demand by the Financing Partner’s servants, employees or agents, or their personal representative or dependents arising out of the performance of this Agreement.
11.2 The Financing Partner indemnifies MYISCO against all costs and liability arising out of the presence of the Financing Partner’s representatives on MXXXXX’s premises and against all liability for the injury or death whilst carrying out their duties pursuant to this Agreement and in respect of all loss or damages to their personal effects.
11.3 The Financing Partner shall fully indemnify, save and hold harmless, and defend, at its own expense, MYISCO, its officials, agents, servants and employees from and against all suits, claims, demands, litigation and liability of any nature or kind, including the costs, expenses, and legal fees, arising out of negligence, wilful misconduct, acts or omissions of the Financing Partner, or the Financing Partner’s employees, officers, agents or sub- contractors, under statue or common law, in the performance of this Agreement.
11.4 The Financing Partner shall fully indemnify, save and hold harmless, and defend, at its own expense, MYISCO, its officials, agents, servants and employees from and against any risks associated with the Personal Financings provided by MYISCO to the Customers which include but are not limited to the non-performing loan payment by the Customer, bad debt, among others.
11.5 This provision shall extend inter-alia to claims and liabilities in the nature of workmen’s compensation, product liability, and liability arising out of the infringement or alleged infringement of any patented inventions or devices, copyright material or other intellectual property and / or breach of confidentiality obligations as stipulated under Clause 11 of this Agreement by the Financing Partner, its employees, officers, agents, servants, or sub-contractors. The obligations under this Clause shall survive the termination or expiration of this Agreement.
11.6 Neither party i...
Indemnities and Liabilities. Each System Owner, to the extent of its System Ownership Interest, will be responsible for any claims, damages, liabilities, losses, demands, liens, encumbrances, fines, penalties, causes of action, obligations, costs, judgments or amounts of any kind or character, including, without limitation, claims for indirect, special, incidental, consequential or punitive damages brought by third-parties, arising from or related to the construction, ownership or operation of the AMI Midstream Assets (hereafter referred to as “Claims”), and will defend, release, indemnify and hold the other System Owners harmless from its proportionate share of any such Claims, provided, however, that in no event shall any Party that is not the Operator be responsible for any Claim arising from damage to the AMI Midstream Assets or from any other matter that occurred prior to the effective date of this Agreement for such Party as set forth in the initial paragraph of this Agreement. Notwithstanding the foregoing, to the extent any Claims result from the gross negligence or willful misconduct of a particular System Owner, such System Owner will not be indemnified pursuant to the previous sentence and will be solely responsible for the payment of such Claim. In addition, each System Owner will release, indemnify and hold the Operator, its Affiliates, and its directors, agents, representatives and employees, harmless from any Claims arising from or related to the Operator’s construction, ownership or operation of the AMI Midstream Assets, including, without limitation, the Operator’s actual costs of attorney fees and settlement expenditures in connection with any Claim, except to the extent caused by the Operator’s gross negligence, willful misconduct, intentional violation of applicable law or Operator’s breach of its obligations under this Agreement. Notwithstanding the foregoing, the Operator will defend, release, indemnify and hold the System Owners harmless from any liabilities, damages, suits, claims and judgments of any nature, including reasonable attorneys’ fees and expenses (“Employee Claims”) brought by any employee of the Operator or its affiliates arising in connection with the performance of the services of the Operator under this Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NO PARTY TO THIS AGREEMENT SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY FOR THAT PARTY’S OWN INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, T...
Indemnities and Liabilities. 7.1. SELLER AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW AND REGARDLESS OF THE PRESENCE OR ABSENCE OF INSURANCE, TO DEFEND, INDEMNIFY AND HOLD BUYER, ITS DIRECTORS, OFFICERS, EMPLOYEES, BORROWED SERVANTS, AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, COSTS, AND EXPENSES (INCLUDING COURT COSTS, ANY COST OR EXPENSE OF INCIDENT INVESTIGATION, AND REASONABLE ATTORNEY’S FEES), ARISING FROM OR ON ACCOUNT OF INJURY, DEATH, OR DAMAGE OF ANY PERSON OR PROPERTY RELATED TO, ARISING OUT OF, OR ATTRIBUTABLE TO THE OWNERSHIP, POSSESSION, CONTROL, OPERATION OR USE OF ANY PRODUCT PRIOR TO THE DELIVERY OF SUCH PRODUCT BY SELLER TO THE DELIVERY POINT; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, SELLER’S INDEMNITY OBLIGATION SHALL NOT APPLY TO THE EXTENT THAT BUYER’S NEGLIGENCE OR WILLFUL MISCONDUCT IS DETERMINED TO BE THE CAUSE OF SUCH INJURIES OR DAMAGES.
7.2. BUYER AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW AND REGARDLESS OF THE PRESENCE OR ABSENCE OF INSURANCE, TO DEFEND, INDEMNIFY AND HOLD SELLER, ITS DIRECTORS, OFFICERS, EMPLOYEES, BORROWED SERVANTS, AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, COSTS, AND EXPENSES (INCLUDING COURT COSTS, ANY COST OR EXPENSE OF INCIDENT INVESTIGATION, AND REASONABLE ATTORNEY’S FEES), ARISING FROM OR ON ACCOUNT OF INJURY, DEATH, OR DAMAGE OF ANY PERSON OR PROPERTY RELATED TO, ARISING OUT OF, OR ATTRIBUTABLE TO THE OWNERSHIP, POSSESSION, CONTROL, OPERATION OR USE OF ANY PRODUCT ON OR AFTER THE DELIVERY OF SUCH PRODUCT BY SELLER TO THE DELIVERY POINT; PROVIDED, HOWEVER, BUYER’S INDEMNITY OBLIGATION SHALL NOT APPLY TO THE EXTENT THAT SELLER’S NEGLIGENCE OR WILLFUL MISCONDUCT IS DETERMINED TO BE THE CAUSE OF SUCH INJURIES OR DAMAGES.
7.3. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, CONTINGENT, EXEMPLARY OR PUNITIVE DAMAGES.
Indemnities and Liabilities. 29.1 The Partners each hereby agree jointly and severally to indemnify any Partner and keep them so indemnified against all demands, actions, claims, costs, expenses, direct damages or losses (including without limitation, reasonably incurred legal costs (whether internal or external) (on an indemnity basis) and other professional advisors’ fees), made against or incurred by any Partner resulting directly or indirectly out of the operation of the Adoption Partnership South East or out of this Agreement except where such actions, claims, costs, expenses and damages are brought against or suffered by a Partner due to its own negligence, wilful default or fraudulent misrepresentation.
29.2 The other Partners will contribute to any increased insurance premiums incurred in relation to the Required Insurances by KCC resulting from entering into this Agreement as part of their Financial Contributions.
29.3 Subject to clause 29.1, no Partner shall be liable to the other Partners for claims made by third parties arising from any acts or omission of a Partner following a placement identified to the Adoption Partnership South East.
29.4 Each Partner shall, at all times, take all reasonable steps to minimise and mitigate any loss or damage for which the relevant Partner is entitled to bring a claim against the other Partners under this Agreement.
29.5 If another Partner becomes the Lead Partner, the previous Lead Partner shall indemnify the new Lead Partner against all Losses incurred by the new Lead Partner (provided that such losses are not payable as a result of any act or omission of the other Partner) in connection with or as a result of: any claim or demand by the transferring Head of Adoption (whether in contract, tort, under statute, pursuant to applicable European law or otherwise) including any claim for unfair dismissal, wrongful dismissal, equal pay, a redundancy payment, breach of contract, unlawful deduction from wages, discrimination on the grounds of sex, race, disability, age, sexual orientation, gender re-assignment, marital status, religion or belief, a protective award or a claim or demand of any other nature, in each case arising directly or indirectly from any act, fault or omission of the previous Lead Partner, as the case may be, in respect of the Head of Adoption incurred on or prior to the transfer date of the Head of Adoption; and any failure by the previous Lead Partner to comply with its obligations under the Transfer of Undertakings (TUPE...
Indemnities and Liabilities. 10.1. Each Council shall indemnify the other against any Loss (excluding Indirect Loss) suffered or incurred by the indemnified Council arising out of or in connection with:
10.1.1. the indemnifying Council’s negligence or breach of the obligations set out in this Agreement; and
10.1.2. any claim made by a third party arising out of or in connection with the indemnifying Council’s negligence or breach of contract, in each case in connection with the performance or failure of performance of the indemnifying Council’s obligations under this Agreement, except to the extent that such Loss has been caused by any negligence, act or omission by, or on the part of, or in accordance with the instructions of the other Council.
10.2. Subject to clause 10.3 the Parties agree that they will be responsible for the activities of a Post Holder as follows:
10.2.1. The Non-Employing Council will be responsible for the acts or omissions of any Post Holder when performing their s.113 Duties or otherwise acting in their capacity as an officer of the Non- Employing Council; and
10.2.2. The Employing Council will be responsible for the acts or omissions of any Post Holder when performing their Employee Duties or otherwise acting in their capacity as an officer of the Employing Council;
10.3. Subject to clauses 10.4, 10.5, 10.6 and 10.7 any Loss incurred in relation to or arising from a Post Holder’s employment, whether or not following termination of employment of a Post Holder or termination of this Agreement including any award by a court or tribunal shall be the responsibility of the Employing Council. As between the Parties to this Agreement, the Non-Employing Council shall have no liability in respect of such Loss and the Employing agrees to indemnify the Non-Employing Council against any such Loss.
10.4. The Parties hold the view that TUPE will not apply on the commencement of this Agreement, during the term of the Agreement or on the expiry of the Agreement (in whole or in part). However if TUPE operates so as to transfer the contract of employment of any Post Holder due to a Relevant Transfer from one Council (“the Transferor Council”) to the other Party (“the Transferee Council”), the Parties shall comply with their legal obligations under TUPE.
10.5. Subject to clause 10.7 the Transferor Council shall be liable for and shall indemnify the Transferee Council against any Employment Liabilities incurred by the Transferee Council which arise before, on or after the Relevan...
Indemnities and Liabilities. 18.1 Subject to the following provisions of this clause, each Council shall be responsible to the other Councils for and shall promptly make good all losses, damages, costs, expenses, liabilities, claims or proceedings suffered by the other as a result of any Default that the Council at fault commits.
18.2 A Council that suffers loss as a result of another Council's Default must:
18.2.1 in consultation with the defaulting Council, take such steps as are reasonable in order to mitigate its loss;
18.2.2 promptly notify the defaulting Council of any claim or liability;
18.2.3 allow the defaulting Council (if it so requests) to conduct and control (at the defaulting Council’s sole expense) the defence of any claim and any related settlement negotiations; and
18.2.4 afford the other defaulting Council all reasonable assistance (at the Defaulting Council’s sole expense) and make no admission prejudicial to the defence of such claim.
18.3 Except in respect of fraud or of death or personal injury caused by the negligence of the Council at fault (for which no limitation applies) no Council shall be liable to any other Council for any loss of profit, loss of business, loss of revenue, loss of anticipated savings or loss of use or value or any indirect, special or consequential loss however arising by reason of:
18.3.1 any representation (unless fraudulent); or
18.3.2 any implied warranty, condition or other term; or
18.3.3 any duty at common law; or
18.3.4 any express term of this Agreement.
18.4 Except in respect of death or personal injury caused by the negligence of the Council at fault (for which no limitation applies) the entire liability of each Council under or in connection with this contract shall not exceed the Charges payable by the Council in question for the Services in respect of the Financial Year in which such liability arose.
Indemnities and Liabilities. 20.1 Each Council (“Indemnifying Council”) shall be wholly liable for any loss suffered by another Council (“Benefiting Council”) in relation to the operation of the Services in respect of the Indemnifying Council prior to the Commencement Date (except any accrued redundancy liabilities) and shall indemnify the Benefiting Council against any loss suffered by the Benefiting Council to the extent such loss relates to the operation of the Indemnifying Council’s Service department(s) prior to the Commencement Date.
20.2 Notwithstanding the provisions of Clause 20.3 and subject to Clause 20.1 any loss or costs suffered by any Council arising from or relating to the operation of the Services and the terms of this Agreement shall be shared between the Councils in accordance with the Agreed Percentages unless and to the extent that alternative arrangements are agreed in writing by the Councils or provided for in this Agreement. The Councils acknowledge that the governance arrangements provided for in this Agreement will be the primary means by which the Councils will monitor and manage the risk of liability arising from or relating to the operation of the PPP.
20.3 No Council limits its liability for:
20.3.1 death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;
20.3.2 fraud by it or its employees;
20.3.3 breach of any obligation as to title implied by statute; or
20.3.4 any other act or omission, liability for which may not be limited under applicable law.
Indemnities and Liabilities a) Subject to the liabilities described herein, Client shall fully indemnify, defend and hold harmless Riela Tech and its officers, directors, employees, agents, successors and assigns from and against any and all costs, actions, claims, damages or losses whatsoever arising from or in connection with or based on any claim of the following; i. the fraud or dishonesty of any Client personnel or subcontractors:
Indemnities and Liabilities. 2.1 MEPS hereby agrees to be liable for, indemnify and hold harmless the Third Party Acquirer, its officers, directors and employees from and against any and all losses, claims, damages, liabilities, obligations, costs, fees and expenses whatsoever (including legal fees) suffered by the Third Party Acquirer such that are caused by reasons of or arising from the following:-
(a) any breach by MEPS of any of its obligations, undertakings and/or covenants under this Agreement;
(b) MEPS’ failure to comply with these Terms and Conditions; or
(c) any action or claim by such person arising from fraud, negligence or any unauthorised act of MEPS or its employees, servants or agents.
2.2 MEPS shall not be responsible or liable for:-
(a) any negligent act, misconduct, mistake or default of the Third Party Acquirer or its employees, servants or agents or any person or entity;
(b) the insolvency of the Third Party Acquirer; 2008/MEPS-MOBILITYONE 25 3rd Party Acquirer e-Debit
(c) any loss or destruction of any Transaction record or daily Transaction while in transit, or being communicated by electronic or other means from the Third Party Acquirer to MEPS, or not in its possession; or
(d) any indirect, incidental or consequential loss of the Third Party Acquirer, even if such the Third Party Acquirer has been advised of the possibility thereof, including but not limited to, loss of profits or business revenue, failure to realise expectant savings or any other commercial or economic loss of any kind.
2.3 The Third Party Acquirer shall not be entitled to any reduction in the fees or charges by reason of non-functioning of MEPS processing facilities or any part thereof at any time during the subsistence of this Agreement, provided the non-function is not directly attributable to the fault, negligence or any willful act of MEPS
Indemnities and Liabilities. (1) Subject to Condition 35 the Contractor shall hold harmless and indemnify the Authority on demand from and against all:
a. claims;
b. demands;
c. proceedings;
d. actions;
e. damages;
f. costs (including legal costs);
g. expenses; and
h. any other liabilities, arising from claims made by the Authority’s staff or agents, or by third parties, in respect of:
i. any death or personal injury; or
j. loss or destruction of or damage to property;
k. any other direct loss, destruction or damage, including but not limited to direct financial losses which are caused, by the breach of contract or breach of duty (whether in negligence, tort, statute or otherwise) of the Contractor, its employees, agents or subcontractors.
(2) The Contractor shall be liable to the Authority for any loss, damage, destruction, injury or expense (and including but not limited to loss or destruction of or damage to the Authority’s property, which includes data) arising from the Contractor’s breach of contract or duty (whether arising in negligence, tort, statute or otherwise).
(3) Nothing in these Conditions nor in any part of the Contract shall impose any liability on any member of the staff of the Authority or its representatives in their personal capacity.
(4) The Contractor shall indemnify the Authority against all proceedings, actions, claims, demands, costs (including legal costs), charges, expenses and any other liabilities arising from or incurred by reason of any infringement or alleged infringement of any third party’s Intellectual Property Rights used by or on behalf of the Contractor for the purpose of the Contract, provided that any such infringement or alleged infringement is not knowingly caused by, or contributed to, by any act of the Authority.
(5) Subject to clause 0 and (7), each Party's total aggregate liability in each Contract Year under this Contract (whether in tort, contract or otherwise) is no more than 150% of the estimated annual Charges due under this Contract.
(6) Nothing in this Contract shall limit or exclude any of the following (nor shall any liabilities in respect of the following in any way cause or contribute to the erosion of any liability cap):
a. liability for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors;
b. its liability for bribery or fraud or fraudulent misrepresentation by it or its employees or subcontractors;
c. any liability that cannot be excluded or limited by Law;
d. any claim pursua...
