INDEMNITY AND LIABILITIES Sample Clauses

INDEMNITY AND LIABILITIES. WFWI shall not be liable for and Customer will indemnify WFWI and its directors, officers, agents, representatives and employees from and against any liabilities, claims, demands, actions, losses, expenses, judgments or any other damages (including, without limitation for personal injury or property damage or any indirect, special, consequential or punitive damages), directly or indirectly arising out of or resulting from Customer’s use, possession or maintenance of the Equipment, whether during or after the term of any Rental Contract. Subject to Section 19(c), Customer agrees that the liability of WFWI, if any, arising out of any Rental Contract, including breach of any representation and warranty, is limited to money damages not to exceed the total rent payable under such Rental Contract. In no circumstances will WFWI be liable for any other damages or costs including indirect or consequential damages, loss of profits or punitive damages. In no circumstances will the Customer be entitled to any injunctive relief.
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INDEMNITY AND LIABILITIES. WLES shall not be liable for and Customer will indemnify WLES and its directors, officers, agents, representatives and employees from and against any liabilities, claims, demands, actions, losses, expenses, judgments or any other damages (including, without limitation for personal injury or property damage or any indirect, special, consequential or punitive damages) collectively “Losses”), directly or indirectly arising out of or resulting from Customer’s use, possession or maintenance of the Equipment, whether during or after the term of any Rental Contract. In the case of any vehicles forming part of the Equipment, Customer’s use of the vehicles shall be deemed to include and Customer shall indemnify WLES from and against any Losses arising out of any acts or omissions of drivers of such vehicles, whether or not such drivers are employees of WLES. Customer agrees that the liability of WLES, if any, arising out of any Rental Contract, including breach of any representation and warranty, is limited to money damages not to exceed the total rent payable under such Rental Contract. In no circumstances will WLES be liable for any other damages or costs including indirect or consequential damages, loss of profits or punitive damages. In no circumstances will the Customer be entitled to any injunctive relief.
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INDEMNITY AND LIABILITIES. The Business Associate agrees that he/it shall be responsible for all bad debts incurred by DSPL due to the negligence/non-payment of dues by the Clients/Investors introduced by the Business Associate. The Business Associate hereby agrees to indemnify DSPL against all claims, including legal costs, incurred to defend any claims made by clients of the Business Associate against DSPL. The Business Associate agrees and undertakes to indemnify DSPL against any loss or damage that may be suffered as a result of breach of any of the provisions herein contained or otherwise due to any act or conduct of the Business Associate . The Business Associate shall indemnify and shall always keep indemnified DSPL harmless from and against all claims, demands, actions, proceedings, loss, damages, liabilities, charges and / or expenses that are occasioned or may be occasioned to DSPL directly or indirectly, owing to any reason including bad delivery (as defined by the Exchange Rules/Regulations/Bye-Laws) of shares / securities and / or as a result of fake / forged /stolen shares / securities / transfer documents that are introduced or that may be introduced by or through the Client during the course of its dealings / operations on the Stock Exchange(s). The Business Associate shall obtain insurance against the infidelity of the employees and the losses that may be suffered by DSPL at the office of Business Associate. The Business Associate agrees that in the event of DSPL or any employee or official of DSPL providing any information, recommendation or advice to the Business Associate, the Business Associate may act upon the same at the sole risk and cost of the Business Associate, and DSPL shall not be liable or responsible for the same. The Business Associate and his clients assume full responsibility with respect to their decisions and transactions. DSPL, its officers, directors, partners, employees, agents and affiliates will have no liability with respect to any investment decisions or transactions of the Business Associate or his clients.
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INDEMNITY AND LIABILITIES. 9.1 MLM shall not be liable for any act or omission of whatever nature that has been committed by the Service Provider, its agents, personnel, staff members or representatives in connection with the performance of its obligations under this Agreement or any such service on behalf of MLM.
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INDEMNITY AND LIABILITIES. The Client shall indemnify and keep indemnified the Company and its directors, officers, employees or representatives against all direct or indirect liabilities (including without limitation all losses, damages, claims, costs or expenses), incurred by the Company or any other third party in respect to any act or omission by the Client in the performance of his/her obligations under this Agreement and/or the liquidation of any Financial Instruments and products of the Client in settlement of any claims with the Company, unless such liabilities result from gross negligence, willful default or fraud by the Company. This indemnity shall survive termination of this Agreement. The Company shall not be liable for any loss, expense, cost or liability incurred by the Client in relation to this Agreement, unless such loss, expense, cost or liability is resulted from gross negligence, willful default or fraud by the Company. The Company shall have no liability to the Client whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Agreement. The Company shall not be liable for any loss of opportunity as a result of which the value of the Financial Instruments of the Client could have been increased or for any decrease in the value of the Financial Instruments of the Client, regardless of the cause, unless such loss is directly due to gross negligence, willful default or fraud on the part of the Company. The Company shall not be liable for any loss which is the result of misrepresentation of facts, error in judgment or any act done or which the Company has omitted to do, whenever caused, unless such act or omission resulted from gross negligence, willful default or fraud by the Company. The Company shall not be liable for any act or omission or for the insolvency of any counterparty, bank, custodian or other third party which acts on behalf of the Client or with or through whom transactions on behalf of the Client are carried out. The Company shall endeavor to act in the client’s best interest at all times.
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Related to INDEMNITY AND LIABILITIES

  • INDEMNITY AND LIABILITY Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

  • Warranty and Liability Except to the extent prohibited by Applicable Law, Free of Charge Services are provided “as is” without warranties of any kind and in the then-current version made available by us from time to time without support and availability commitments. We are not obliged to offer post- termination assistance. Siemens’ entire liability for all claims, damages, and indemnities arising out of or related to your use of a Free of Charge Service will not exceed, in the aggregate, the amount of EUR 1,000.00 (or the equivalent amount in local currency).

  • Indemnification and Liability A. Neither the Contractor, OSC, nor the State shall be liable for any delay or failure in performance beyond its control resulting from acts of war, hostility or sabotage; act of God; electrical, internet or telecommunications outage that is not caused by the obligated party; or government restrictions, or other force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such force majeure events upon performance of their respective duties under this Agreement. If such event continues for more than 90 days, either party may terminate all or any agreed upon portion of the Agreement immediately upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures, or OSC’s obligation to pay for Services provided by the Contractor which have been approved by OSC.

  • Responsibility and Liability 5.1 Apple shall have no responsibility for the installation and/or use of any of the Licensed Applications by any end-user. You shall be solely responsible for any and all product warranties, end-user assistance and product support with respect to each of the Licensed Applications.

  • Insurance and Liability 13.1 The Contractor shall pay UNDP promptly for all loss, destruction, or damage to the property of UNDP caused by the Contractor’s personnel or by any of its subcontractors or anyone else directly or indirectly employed by the Contractor or any of its subcontractors in the performance of the Contract.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

  • Indemnity and Limitation of Liability (I) The IPTV Operator 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 IPTV Operator, or actual or threatened breach of any terms of this Agreement by the IPTV Operator (including but not limited to breach of any representation and warranty provided by the IPTV Operator to ZEEL).

  • Limitation of Warranty and Liability NO WARRANTY ON LICENSED SOFTWARE THE LICENSED SOFTWARE IS PROVIDED TO YOU "AS IS”. CSS MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. CSS MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR TERMS (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF DEALING, TRADE PRACTICE OR OTHERWISE) AS TO THE LICENSED SOFTWARE, INCLUDING WITHOUT LIMITATION TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. LIMITATION OF LIABILITY NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE. CSS’ MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES YOU PAID CSS UNDER THE SCHEDULE GIVING RISE TO THE LIABILITY, AND IF SUCH DAMAGES RESULT FROM YOUR USE OF PRODUCTS OR SERVICE OFFERINGS, SUCH LIABILITY SHALL BE LIMITED TO THE FEES YOU PAID CSS FOR THE DEFICIENT SOFTWARE OR SERVICE OFFERINGS GIVING RISE TO THE LIABILITY.

  • Hold Harmless, Indemnity and Release In consideration of permission for me to voluntarily participate in Lifelong Learning Institute’s Culinary class today and on all future dates, I, for myself, my heirs, personal representatives or assigns, agree to defend, hold harmless, indemnify and release the Board of Regents of the University of Wisconsin System, the University of Wisconsin – Green Bay, and their officers, employees, agents, and volunteers, from and against any and all claims, demands, actions, or causes of action of any sort on account of damage to personal property, or personal injury, or death which may result from my participation in the above-listed program. This release includes claims based on the negligence of the Board of Regents of the University of Wisconsin System, the University of Wisconsin – Green Bay, and their officers, employees, agents, and volunteers, but expressly does not include claims based on their intentional misconduct or gross negligence. I UNDERSTAND THAT BY AGREEING TO THIS CLAUSE I AM RELEASING CLAIMS AND GIVING UP SUBSTANTIAL RIGHTS, INCLUDING MY RIGHT TO SUE. Signature: Date:

  • Indemnity/Liability You shall indemnify, and hold harmless RIM, the RIM Group of Companies, RIM's affiliates, suppliers, successors, agents, authorised distributors, (including Airtime Service Providers) and assigns and each of their directors, officers, employees and independent contractors (each a "RIM Indemnified Party") from any damages, losses, costs or expenses (including reasonable lawyers’ fees and costs) incurred by a RIM Indemnified Party, and at the RIM Indemnified Party’s request defend at Your expense any third party claim or proceeding brought against the RIM Indemnified Party, arising from: (a) infringement of patents or other intellectual property or proprietary rights arising from combining with or using any device (other than a BlackBerry Handheld Product), system or service in connection with Your BlackBerry Solution or any portion thereof; or (b) Your breach of this Agreement or any Addendum to this Agreement. No remedy herein conferred upon RIM is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.

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