Indemnity and Exclusion of Liability. 31.1 Save for Losses arising directly from our gross negligence, fraud or wilful default, we shall not be responsible or liable to you for any Losses suffered or incurred by you however caused in connection with any of your Investment, Transaction, Account and/or pursuant to the Services made available to you, including any Losses arising from or in connection with:
(a) your default or negligence;
(b) your or your Authorised Agent’s failure to comply with or fulfil any of your obligations and/or warranties, to the extent that such breach or failure interferes directly or indirectly with our performance of our obligations under this Agreement and/or any Applicable Agreement;
(c) any liability for tax or similar charges payable in connection with any Investment or Transaction or arising from the utilisation of any of the Services offered by us to you;
(d) us acting upon any financial instrument, notice, resolution, request, certificate, report, or other document which we, in good faith, believed to be genuine and properly executed or any Instruction from you and/or your Authorised Agent;
(e) any falsification of identity or faulty identification which could not have been detected despite us exercising due care in verifying the identity of the party we are dealing with;
(f) our refusal to accept or act on any of your Instructions in accordance with this Agreement;
(g) any loss or destruction of cheques and/or other financial instruments or delay in presentation thereof;
(h) any debits or revisions of the amount credited to your Account;
(i) any delay or failure in performing any of our duties or other obligations resulting wholly or partly from any action taken by us for the purpose of complying with Applicable Laws;
(j) any irregularity, inaccuracy, omission, incorrect entry, error and/or unauthorised transaction in any Account Statement or Transaction Record or any loss of, destruction of or error in any other records save as expressly provided for in this Agreement;
(k) the suspension, closure or termination of any of your Accounts or any Service made available to you or your Authorised Agent;
(l) the use of postal services, facsimile, telegraph, telephone, telex, SMS, email, electronic platforms or any other electronic and non-electronic means of communications with you.
(m) any delay, interception, loss or failure in the delivery, transmission or dispatch of any Communication to you or if any Communication is not sent in accordance with this Agreement or...
Indemnity and Exclusion of Liability. 10.1 The Contractor must indemnify the Council and its employees, officers and Contractors against all claims, demands, expenses, loss or damage in respect of loss or damage to any property, or the death of or personal injury to any person, caused or contributed to by the Contractor, a breach by the Contractor of this agreement, a wilful unlawful or negligent act or omission of the Contractor, and any claim action or proceeding by a third party against the Council or its employees officers and Contractors caused or contributed to by the Contractor.
10.2 This indemnity is reduced by the extent to which the Council contributes to the event giving rise to the claim for the indemnity.
10.3 The Contractor must perform the Services at its own risk in all things and releases the Council and its employees, officers, members and Contractors from all claims, actions, proceedings, costs, expenses, losses, suffering, and liabilities incurred by the Contractor or its employees, agents, subcontractors and third parties which arise from the performance of the Services.
Indemnity and Exclusion of Liability. The Mediator will not be liable to a Party, except in the case of fraud by the Mediator, for any act or omission (whether negligent or misleading or otherwise) in the performance or purported performance of the Mediator's obligations under this Agreement.
Indemnity and Exclusion of Liability. 5.1. The Referring Party shall indemnify GKFX Prime on demand against all costs claims losses damages liabilities and expenses whatsoever and howsoever arising which GKFX Prime may suffer or incur arising out of:
(a) any fraud, misrepresentation and/or breach of this agreement by the Referring Party;
(b) any advice given to any person by the Referring Party; and
(c) any claim action or proceeding to which GKFX Prime may be a party (including any between a third party and the Referring Party) relating to any act or omission of the Referring Party.
5.2. Neither Party shall be: required to do any act or thing which would be in breach of any law or regulatory rule applicable to it; deemed to be in breach of this agreement by reason of doing any act or thing or omitting to do any act or thing in order to comply with any law or regulatory rule applicable to it; liable to the other for any special, indirect or consequential loss or damage (including without limitation any loss of revenue, business, data, profit, anticipated profit or goodwill) however caused, arising out of or in connection with this agreement.
5.3. Nothing in this agreement shall exclude or limit either Party’s liability for fraud.
5.4. The Referring Party hereby warrants that:
(i) it will, at all times, have the requisite capacity and authority to enter into this Agreement;
(ii) it does not require authorization to provide the services, or, if it does, it already has the requisite authorization and that it will promptly notify GKFX Prime in writing if there is any change in such authorization;
(iii) it will not issue any advertisement or distribute any promotional material, whether on the internet or otherwise, about the GKFX Prime’s group companies (except for the Marketing Materials) without GKFX Prime’s express prior written consent and in accordance with clause 7;
(iv) it will not do, or neglect to do, anything which as a result of its action or omission, leads to a detrimental outcome for the GKFX Prime’s group companies,
(v) it is duly organized, validly existing and in good standing under the laws of its jurisdiction,
(vi) there is no action or proceedings pending against the Referring Party or any of its officers or directors in their capabilities as officers or directors before any court, administrative agency or other tribunal which might have a material adverse effect on its or the GKFX Prime’s business or condition, financial or otherwise, or its operation. No director, officer, key...
Indemnity and Exclusion of Liability. (A) The Company undertakes with the Underwriter (for the Underwriter, all of its subsidiaries, branches, affiliates, directors, officers, employees, agents and its sub-underwriters (if applicable) (each an “indemnified party”)) that it will hold harmless and fully and effectively indemnify each of them against all actions, suits, claims (whether or not any such claim involves or results in any actions or proceedings), demands, investigations, judgment, awards and proceedings, joint or several, from time to time instituted, made or brought or threatened or alleged to be instituted, made or brought against or involving an indemnified party (“Actions”) and all losses, liabilities and damage suffered and all payments, expenses (including legal expenses and taxes (as well as stamp duty and any penalties and/or interest arising in respect of any taxes)), costs and charges (including, without limitation, all payments, expenses, costs or charges suffered, made or incurred arising out of, in relation to or in connection with the investigation, dispute, defence or settlement of or response to any such Actions or the enforcement of any such settlement or any judgment obtained in respect of any such Actions) which may be made or incurred or suffered by an indemnified party (except, in respect of the indemnity in favour of the Underwriter or an indemnified party, those finally judicially determined by a court of competent jurisdiction to have resulted solely from any gross negligence, wilful default or fraud on the part of the Underwriter or an indemnified party and except, in respect of the indemnity in favour of a sub-underwriter, those finally judicially determined by a court of competent jurisdiction to have resulted solely from any gross negligence, wilful default or fraud on the part of such sub-underwriter):
(a) which the Underwriter may suffer or incur in connection with or arising out of:
(a) the proper performance of its obligations under this Agreement;
(b) the creation or issue of the Rights Shares; or
(c) the issue, circulation or distribution of the Announcement or the Prospectus Documents (or any of them); or
(d) the implementation of the Rights Issue;
(b) which may be brought against or incurred by the Underwriter in connection with or arising out of:
(a) the issue, publication, distribution or making available of the Prospectus Documents (or any of them) or the Prospectus Documents (or any of them) not or alleged to be not containing sufficient informa...
Indemnity and Exclusion of Liability. 10.1. Access to the Service may be affected by factors outside our control such as system downtime or failure. Uninterrupted access may also arise as a result of scheduled or unscheduled periodic testing, repair, upgrade or maintenance and other factors. We will use all reasonable efforts to ensure that Your Loan Requests are processed in a timely manner and in accordance with the requirements of the law. Notwithstanding the foregoing, we do not make any representations or warranties as to continuous, uninterrupted or secure access to the Service.
10.2. In return for the provision of the Services by ourselves, You agree to protect us and absolve us against any law suits, losses, charge, damage, liability, expense (including legal fees), fee or claim that we may suffer, incur or otherwise as a result of our provision of the Services to You. The protection and absolution You provide also includes any claim made by a third party against us that may result from You being in breach of these terms and conditions.
10.3. While we will make every commercially reasonable effort to ensure that You receive proper Service, we will not be responsible to You or to any other person claiming under You for any losses or damage, regardless of the nature in connection with the following unless procured through our own willful default or fraud:
10.3.1. a failure, malfunction, interruption or unavailability of the USSD System, Your mobile phone apparatus, the Network or the M-PESA System or the unavailability or any delays in disbursement of the Loan Amount;
10.3.2. Your failure to use or to give proper or complete instructions using the USSD System;
10.3.3. any fraudulent or illegal use of the Service, the USSD System, the M-PESA System and/or Your mobile phone apparatus;
10.3.4. any loss that may arise as a result of any negligence on Your part including revealing Your Service PIN to a third party
10.3.5. Your failure to comply with these Terms and Conditions; or
10.3.6. other circumstances whatsoever not within our control including, without limitation, force majeure, error, interruption, delay or non-availability of the M-PESA System, the USSD System, terrorist or any enemy action, equipment failure, loss of power, adverse weather or atmospheric conditions, and failure of any public or private telecommunications system, lack of available resources, strikes or labour disputes.
10.4. We will not be responsible for any loss of profit or anticipated savings or for any indirect ...
Indemnity and Exclusion of Liability. 11.1 The Customer undertakes and agrees to indemnify, save and hold harmless DEWAN BANDARAYA KOTA KINABALU, its servants, agents and subcontractors at all times against all actions, claims, proceedings, costs, losses and/or damages whatsoever, including but not limited to libel, slander, infringement of intellectual property, death, bodily injury or property damage howsoever arising which DEWAN BANDARAYA KOTA KINABALU, its servants, agents and subcontractors may sustain, incur or pay, or as the case may be, which may be brought or established against DEWAN BANDARAYA KOTA KINABALU, its servants, agents and subcontractors by any person arising out of or in connection with or by reason of the operation, provision or Use of the Services and/or equipment under, by reason of or pursuant to this Agreement and which are attributable to the act, omission or neglect of the Customers, his servants, agents or subcontractors.
11.2 In no event shall DEWAN BANDARAYA KOTA KINABALU be liable to the Customer or any other persons for any loss or damage including any loss of business opportunity, consequential, indirect, special or incidental damages arising out of or in connection with or by reason of the operation, provision or Use of the Services and/or for any refusal, failure, disruption, downtime, interruption, miscalculation, incorrect linkage, delay in activation or access, inaccuracy or other non-performance of the Services or for any loss of information or otherwise. For the avoidance of doubt, DEWAN BANDARAYA KOTA KINABALU shall not be liable for any loss or corruption of the data and for any loss or damage sustained by the Customer due to any deletion, theft, transmission delay, error, omission, inaccuracies or otherwise with respect to any data.
11.3 Without limiting anything else herein contained, DEWAN BANDARAYA KOTA KINABALU shall not be liable to the Customer for the following:-
(a) For any errors in the connectivity, accuracy of information transmitted/received vis-à- vis the MEPS infrastructure, the credit card company and the Payee.
(b) If there is any disputed transaction between the Customer, Payee and the credit card company in a situation where the Customer had Used the Service (in his name or otherwise) on behalf of a third party (which the Customer is expressly prohibited from doing under the terms and conditions of this Service).
(c) In any dispute between the Customer, Payee and the credit card company, which may or may not lead to a chargeback sit...
Indemnity and Exclusion of Liability. 20.1 You agree to indemnify on a full indemnity basis, to compensate us, and to hold us and all of our directors, employees, officers, Affiliates or counter-party employed or used by us in connection with the Services (collectively, our “Associates”) harmless from and against any and all losses, and reimburse on demand, against all losses which we or our Associates may suffer or incur arising from or in connection with the operation of the Private Fund, Account, Transactions, Services, or any Instructions, whether incurred directly or indirectly (unless they arise solely from our fraud, gross negligence or wilful misconduct).
Indemnity and Exclusion of Liability. 9.1 The Company shall be entitled to accept or reject and deal with Prospects, in its absolute discretion; the Company has no obligation to offer any remuneration to the Referring Party for any Prospects that the Company has rejected.
9.2 The Company does not accept responsibility for any act or omission of the Referring Party in the carrying out of the Referring Party’s business or otherwise.
9.3 The Referring Party shall indemnify the Company on demand against all costs claims losses damages liabilities and expenses whatsoever and howsoever arising which the Company may suffer or incur arising out of (a) any fraud, misrepresentation and/or breach of this agreement by the Referring Party,(b) any advice or any misleading information considering the products and services of the Company given to any third person by the Referring Party and (c) any claim action or proceeding to which the Company may be a party (including any between a third party and the Referring Party) relating to any act or omission of the Referring Party.
9.4 Neither party shall be: required to do any act or thing which would be in breach of any law or regulatory rule applicable to it; deemed to be in breach of this agreement by reason of doing any act or thing or omitting to do any act or thing in order to comply with any law or regulatory rule applicable to it; liable to the other for any special, indirect or consequential loss or damage (including without limitation any loss of revenue, business, data, profit, anticipated profit or goodwill) however caused, arising out of or in connection with this agreement., unless such loss or damage derived from a wilful breach of the law and/or a clause of the present Agreement.
9.5 Nothing in this agreement shall exclude or limit either party’s liability for fraud.
Indemnity and Exclusion of Liability. 6.1 I/We hereby fully indemnify you, your directors, officers, employees, your associated entities and nominees and your Affiliates and keep all such persons indemnified against all claims, actions, liabilities, proceedings against any of such persons and bear any losses, costs, charges or expenses (including legal fees) (together ‘.Losses") which they may suffer arising out of or in connection with my/our breaches of these Terms or any Additional Terms their carrying out of obligations or services, or exercise of rights, powers or discretion under or in connection with these Terms or any Additional Terms save to the extent that such Losses arise directly as a result of your gross negligence, fraud, or wilful default.
6.2 You shall not be liable for any Losses suffered by me/us as a result of or in connection with my/our utilising any of the services or in connection with these Terms or any Additional Terms other than Losses arising directly as a result of any gross negligence, fraud, or willful default on your part. You shall in no event be liable for any loss of profit, indirect, special or consequential damages of any kind or the default of your directors, officers, employees, associated entities, nominees or Affiliates or any person, firm or company through or with whom transactions are effected for my/our Account.
