Indemnities and Limitation of Liabilities Sample Clauses

Indemnities and Limitation of Liabilities. 11.1 Each Party shall indemnify and hold harmless other Parties against any claims, actions, procedures, losses, damages, costs and expenses (including court and attorney fees) arising from or in connection with the Agreement. 11.2 Under no circumstances, the Service Providers shall be liable for any of the following losses or damages suffered by Party A or any person who submit claims via Party A, whether directly or indirectly, immediate or consequential, whether based on contract, tort (including negligence) or any other claims: (1) profit loss; (2) loss of expected revenue; (3) loss of business opportunities; and (4) loss of goodwill. 11.3 In case the Service Providers shall compensate any other Parties under the Agreement and related agreements, the Parties shall calculate liabilities for breach of the contract as agreed. The Service Providers will define the compensation amount on full account of three indicators, i.e. availability rate of key systems, number of major events and PER completion rate. Such compensation amount shall be settled with Party A semi-annually and be refunded to Party A in the fee xxxx of the following month.
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Indemnities and Limitation of Liabilities. 12.1 Except as expressly provided to the contrary in this Hire Agreement, all guarantees, terms conditions, warranties, undertakings, inducements or representations whether express or implied, statutory or otherwise, relating to this Hire Agreement or its subject matter are excluded to the maximum extent permitted by law. 12.2 Nothing in this Hire Agreement excludes, restricts or modifies any right or remedy, or any guarantee, term, condition, warranty, undertaking, inducement or representation, implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the Australian Consumer Law, which contains guarantees that protect the purchasers of Equipment and services in certain circumstances. 12.3 Where any legislation implies or imposes a guarantee, term, condition, warranty, undertaking, inducement or representation in relation to this Hire Agreement and the Company is not able to exclude that guarantee, term, condition, warranty, undertaking, inducement or representation (“Non-Excludable Provision”), and the Company is able to limit the Customer remedy for a breach of the Non-Excludable Provision, then the Company’s liability for breach of the Non-Excludable Provision is limited to (at the Company’s election) the repair or replacement of the Equipment or the supply or substitute of Equipment (or the cost of doing so). 12.4 Subject to the Company’s obligations under the Non-Excludable Provisions and to the maximum extent permitted by law, the Company’s maximum aggregate liability for all claims under or relating to this Hire Agreement or its subject matter, whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of an essential term or on any other basis, is limited to an amount equal to the fees paid by the Customer under this Hire Agreement, in calculating the Company’s aggregate liability under this clause, the parties must include any amounts paid or the value of any Equipment or services replaced, repaired or supplied by the Company for a breach of any Non-Excludable Provisions. 12.5 Subject to clauses 12.3 and 12.4, the Company will not be liable to the Customer for any consequential, indirect or special loss or damage, loss of actual or anticipated profits or revenue, loss of business, business interruption, wasted costs the Customer has incurred, amounts that the Customer is liable to its customers for or any loss su...
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Indemnities and Limitation of Liabilities. 48.1 The Contractor shall defend, indemnify and hold harmless the Owner and its directors, officers, employees, agents and representatives from and against any and all claims, demands, actions, causes of actions, suits and proceedings for all damages, losses, costs, and expenses (including but not limited to litigation expenses, reasonable attorneys’ fees, the cost of pursuing any insurance providers and the cost of enforcing any right to indemnification) and liability, by whomsoever made, arising out of or resulting from the performance of the Work, including, but not limited to loss or damage to, or destruction of, property, or personal injury, as a result of the breach of contract, negligence or any willful act or omission of the Contractor, a Subcontractor or their respective directors, officers, employees, agents or representatives, or any one for whose acts they may be liable, except to the extent caused by a party indemnified hereunder. The Owner shall defend, indemnify and hold harmless the Contractor and its directors, officers, employees, agents and representatives from and against any and all claims, demands, actions, causes of actions, suits and proceedings for all damages, losses, costs, expenses (including but not limited to reasonable attorneys’ fees) and liability, by whomsoever made, directly resulting from Owner’s performance of its obligations under this Agreement, including but not limited to loss or damage to, or destruction of, property, or personal injury, as a result of the breach of contract, negligence or any willful act or omission of the Owner, the Owner’s Representative, the Owner’s subcontractors or their respective directors, officers, employees, agents or representatives, or any one for whose acts they may be liable 48.2 The Contractor’s indemnnification obligations under the Contract Documents shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any of its suppliers or subcontractors under workers’ compensation acts, disability benefit acts, or other employee benefit acts. The Contractor shall give prompt notice to the Owner of all losses, damages or injuries to persons or property for which a claim might be made against the Owner and shall promptly report to the Owner all such claims of which the Contractor has notice whether relating to matters insured or uninsured. No settlement or payment of any claim for loss, injury or damage or ot...
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Indemnities and Limitation of Liabilities. Licensee shall protect, defend, hold harmless and indemnify the Licensor, its members, students, personnel, whether employed or on a contract basis, from any claims, costs or liabilities of any kind whatsoever without any limitation, including attorney fees, arising from any act or omission of the Licensee, its directors/partners, officers, agents, employees, contractors or subcontractors, in relation to the Technology or Derivative Technology or Products, including without limitation any breach of this Agreement. There shall be no limitation on the liability of the Licensee under this clause and this clause shall survive termination or expiry of this Agreement. This Clause shall survive the termination or expiry of this Agreement.
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Indemnities and Limitation of Liabilities 
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Related to Indemnities and Limitation of Liabilities

  • INDEMNITIES AND LIMITATION OF LIABILITY 16.1. In addition to the indemnification provisions contained in this Agreement, Principal agrees to indemnify, defend and hold harmless Custodian and its affiliates providing services under this Agreement, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities including, without limitation, reasonable attorneys' fees and disbursements and liabilities ("Claims") arising directly or indirectly from any action or omission to act which Custodian takes in connection with the provision of services to Principal. Neither Custodian, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian’s or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of Custodian's or its affiliates' activities under this Agreement. The provisions of this Paragraph 15 shall survive termination of this Agreement. 16.2. In all cases, Custodian’s liability under this Agreement shall be limited to the resulting direct loss, if any, incurred by Principal. Under no circumstances shall Custodian be liable for any incidental, consequential, indirect, punitive, or special damage which Principal may incur or suffer in connection with this Agreement.

  • Warranties and Limitation of Liability 1. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE SUPPLIED HEREUNDER IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND AS OTHERWISE SPECIFICALLY SET FORTH IN ANY MANUFACTURER WARRANTY FOR ANY EQUIPMENT OR OTHER AUTHORIZED EQUIPMENT PROVIDED BY VERIZON (BUT ONLY IF SUCH WARRANTY IS INCLUDED WITH SUCH EQUIPMENT OR OTHER AUTHORIZED EQUIPMENT PROVIDED BY VERIZON), VERIZON (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES) (COLLECTIVELY THE "VERIZON PARTIES"), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, NON-INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, COMPATIBILITY OF SOFTWARE PROGRAMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE. ALSO, THERE IS NO WARRANTY OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. NO ADVICE OR INFORMATION GIVEN BY VERIZON OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY WITH RESPECT TO ADVICE PROVIDED. 2. VERIZON DOES NOT WARRANT OR GUARANTEE THAT SERVICE CAN BE PROVISIONED TO YOUR LOCATION, OR THAT PROVISIONING WILL OCCUR ACCORDING TO A SPECIFIED SCHEDULE, EVEN IF VERIZON HAS ACCEPTED YOUR ORDER FOR SERVICE. THE PROVISIONING OF SERVICE IS SUBJECT TO NETWORK AVAILABILITY, CIRCUIT AVAILABILITY, LOOP LENGTH, THE CONDITION OF YOUR TELEPHONE LINE AND WIRING INSIDE YOUR LOCATION, AND YOUR COMPUTER/DEVICE CONFIGURATION AND CAPABILITIES, AMONG OTHER FACTORS. IN THE EVENT YOUR LINE IS NOT PROVISIONED FOR ANY REASON, NEITHER YOU NOR VERIZON SHALL HAVE ANY DUTIES OR OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN YOUR OBLIGATION TO RETURN ANY EQUIPMENT). 3. VERIZON DOES NOT WARRANT THAT ANY OF THE SERVICE, EQUIPMENT, OR OTHER EQUIPMENT AUTHORIZED BY VERIZON FOR USE IN CONNECTION WITH THE SERVICE WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR DATA THROUGHPUT RATE, OR WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE. VERIZON SHALL NOT BE LIABLE FOR LOSS OF YOUR DATA, OR IF CHANGES IN OPERATION, PROCEDURES, OR SERVICES REQUIRE MODIFICATION OR ALTERATION OF YOUR EQUIPMENT (INCLUDING ANY OTHER EQUIPMENT AUTHORIZED BY VERIZON FOR USE IN CONNECTION WITH THE SERVICE), RENDER THE SAME OBSOLETE OR OTHERWISE AFFECT ITS PERFORMANCE. 4. IN NO EVENT SHALL THE VERIZON PARTIES OR VERIZON'S THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS BE LIABLE FOR: (A) ANY INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OF REVENUE, LOSS OF PROGRAMS OR INFORMATION OR DAMAGE TO DATA ARISING OUT OF THE USE, PARTIAL USE OR INABILITY TO USE THE SERVICE, OR RELIANCE ON OR PERFORMANCE OF THE SERVICE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY, EVEN IF VERIZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES, OR (B) ANY CLAIMS AGAINST YOU BY ANY OTHER PARTY. 5. THE LIABILITY OF THE VERIZON PARTIES, OR (SUBJECT TO ANY DIFFERENT LIMITATIONS OF LIABILITY IN THIRD PARTY END USER LICENSE OR OTHER AGREEMENTS) OUR THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS, FOR ALL CATEGORIES OF DAMAGES SHALL NOT EXCEED A PRO RATA CREDIT FOR THE MONTHLY FEES (EXCLUDING ALL NONRECURRING CHARGES, REGULATORY FEES, SURCHARGES, FEES AND TAXES) YOU HAVE PAID TO VERIZON FOR THE SERVICE DURING THE SIX (6) MONTH PERIOD PRIOR TO WHEN SUCH CLAIM AROSE, WHICH SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY REGARDLESS OF THE TYPE OF CLAIM OR NATURE OF THE CAUSE OF ACTION. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULL EXTENT PERMITTED BY LAW, AND ARE NOT INTENDED TO ASSERT ANY LIMITATIONS OR DEFENSES WHICH ARE PROHIBITED BY LAW. 6. ALL LIMITATIONS AND DISCLAIMERS STATED IN THIS SECTION 13 ALSO APPLY TO VERIZON'S THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, AS THIRD PARTY BENEFICIARIES OF THIS AGREEMENT. 7. THE REMEDIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (SUCH AS CONSUMER LAWS), WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, OUR EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

  • Disclaimers and Limitation of Liability EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES TO BE PROVIDED BY FLG AND FLG MEMBER (FOR PURPOSES OF THIS PARAGRAPH 6, COLLECTIVELY “FLG”) HEREUNDER ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. CLIENT RECOGNIZES THAT THE “AS IS” CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH FLG WOULD NOT HAVE AGREED TO ENTER INTO THIS AGREEMENT. FLG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PROFESSIONAL SERVICES, INCLUDING ANY, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICES PROVIDED HEREUNDER SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF FLG WHATSOEVER. IN NO EVENT SHALL FLG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS; REVENUE OR SAVINGS; WAIVER BY CLIENT, WHETHER INADVERTENT OR INTENTIONAL, OF CLIENT’S ATTORNEY-CLIENT PRIVILEGE THROUGH CLIENT’S DISCLOSURE OF LEGALLY PRIVILEGED INFORMATION TO FLG; OR THE LOSS, THEFT, TRANSMISSION OR USE, AUTHORIZED OR OTHERWISE, OF ANY DATA, EVEN IF CLIENT OR FLG HAVE BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, FLG’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LAST TWO (2) MONTHS OF FEES PAYABLE BY CLIENT UNDER PARAGRAPH 2(A) OF THIS AGREEMENT. CLIENT ACKNOWLEDGES THAT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT FLG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO EITHER PARTY WITH RESPECT TO A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS. A. As a condition for recovery of any amount by Client against FLG, Client shall give FLG written notice of the alleged basis for liability within ninety (90) days of discovering the circumstances giving rise thereto, in order that FLG will have the opportunity to investigate in a timely manner and, where possible, correct or rectify the alleged basis for liability; provided that the failure of Client to give such notice will only affect the rights of Client to the extent that FLG is actually prejudiced by such failure. Notwithstanding anything herein to the contrary, Client must assert any claim against FLG by the sooner of: (i) ninety (90) days after discovery; (ii) ninety (90) days after the termination of this Agreement; (iii) ninety (90) days after the last date on which the Services were performed; or, (iv) sixty (60) days after completion of a financial or accounting audit for the period(s) to which a claim pertains.

  • Indemnification and Limitation on Liability 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person. 2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

  • Indemnity and Limitation of Liability (I) The MSO shall without any limitations as to time period or amounts keep and hold ZEEL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the MSO, or actual or threatened breach of any terms of this Agreement by the MSO (including but not limited to breach of any representation and warranty provided by the MSO to ZEEL). (II) It is expressly understood and agreed between the Parties that ZEEL shall have no liability or obligation whatsoever under this Agreement, towards the MSO, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of: (a) any defect in any Equipment (including without limitation IRDs / Viewing Cards) attributable to or resulting from any unauthorized/improper use, tampering, negligence or failure to follow ZEEL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by ZEEL, in which event ZEEL shall not be under any obligation to provide MSO with any other Equipment; (b) any inaction or default on the part of the MSO, its distributor or installer; (c) any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of ZEEL; (d) deactivation, disconnection, interruption of the Zee Group Channels or termination of this Agreement by ZEEL in accordance with the terms of this Agreement for any reason whatsoever (including without limitation on account of non-payment of Subscription Fee by the MSO or on account of any other breach of this Agreement by the MSO); or (e) failure on the part of the MSO to maintain the licenses and approvals required under applicable Law. (III) The MSO undertakes that it shall be solely responsible for dealings with the Subscribers and shall be liable for any claims, actions, demands or proceedings by the Subscribers arising out of the actions or omissions of MSO. Nothing in this Agreement or the contract(s) executed between the Subscriber and the MSO or the operator or sub-operator shall entitle the Subscriber to receive the Zee Group Channels from ZEEL or create any direct relationship between the Subscriber and ZEEL. (IV) ZEEL shall not be liable to the MSO, any Subscriber or to any other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise. (V) Without prejudice to the foregoing, the maximum aggregate liability of ZEEL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fees under this Agreement paid by the MSO to ZEEL in any given Financial Year.

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