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. ‌ 7.1 Neither party to this Agreement shall be liable to the other party for indirect, incidental, special or consequential loss or damages (which shall be deemed to include loss of revenue, contracts, use, business profits, business information, data, goodwill or other non-pecuniary loss, and loss caused by business interruption, wasted expenditure or diminution of value) arising out of or in connection with this Agreement or the provision of the Services, whether arising from negligence, breach of contract or otherwise. 7.2 The maximum liability of the Client for any claim under or in connection with this Agreement (whether arising from negligence, breach of contract or otherwise) shall be the total service costs payable by the Client to Catalyst during the calendar year in which the claim is made. 7.3 The maximum aggregate liability of Catalyst for all claims under or relating to this Agreement (whether arising from negligence, breach of contract or otherwise) shall be: a. the lesser of the annual cost of this Agreement or 500,000 New Zealand Dollars, if the Applicable Catalyst Entity is Xxxxxxxx.Xxx Limited or Catalyst Cloud Limited; or b. the lesser of the annual cost of this Agreement or 1,000,000.00 British Pounds, if the Applicable Catalyst Entity is Catalyst IT Europe Limited; or c. the lesser of the annual cost of this Agreement or 500,000 Australian Dollars, if the Applicable Catalyst Entity is Catalyst IT Australia Pty Limited. 7.4 Except where one of the parties is subject to the Public Finance Act 1989, each party agrees to defend, indemnify and save the other party, its affiliated and subsidiary corporations, its officers, directors, employees, agents, successors, shareholders and assigns harm from and against all liability, loss, expense, fines, penalties, or damages (including legal costs) to the extent that such claim arises out of or is in any way connected with the non-performance or breach of any obligation imposed on the indemnifying party by this Agreement or other general laws and obligations or by reason of and to the extent of the fraud, negligence or wilful misconduct of the indemnifying party or any agent or employee of the indemnifying party. 7.5 For the avoidance of doubt, the limitations and exclusions of liability outlined in this Agreement shall apply to the indemnity obligations of the parties (if any). 7.6 No action, regardless of form, arising out of any alleged breach of this Agreement or obligation hereunder may be bro...
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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) (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 WFWI 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 WFWI. 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. 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. 9.2 The Service Provider hereby indemnifies MLM against any claims or court actions, including all legal costs in respect thereof, that may be instituted by any person against MLM arising out of any act, omission or default on the part of the Service Provider or, any person performing work on behalf of the Service Provider, in the provision of services under this Agreement. 9.3 The Service Provider accepts any liability to pay compensation for proven financial damages and losses suffered by MLM as a result of breach of any of the obligations under this Agreement. 9.4 The Service Provider’s individual and / or collective liability to and with MLM arising out of or relating to this Agreement, including and without limitation on account of performance or non-performance of obligations, and regardless of the cause of action, whether in contract, delict or otherwise will be determined by the actual damages or negotiated settlement of damages suffered and proven by MLM against the Service Provider or a third party against MLM and the Service Provider. 9.5 In the event of any claim instituted against either one of the parties, individually or collectively, the party which has received a letter of demand, summons, motion proceedings or any papers instituting a civil or criminal claim, shall without delay inform the other. In the case of the Service Provider, the claim shall further be submitted to its insurer for it to be settled as provided for in this Agreement.
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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. 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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INDEMNITY AND LIABILITIES. ‌ 7.1. Neither Party to this Agreement shall be liable to the other Party for indirect or consequential loss or damages (including but not limited to loss of business profits, business interruption, loss of business information, data, goodwill or other pecuniary loss) arising out of or in connection with this Agreement or the provision of the Services, whether arising from negligence, breach of contract or otherwise. 7.2. The maximum liability of each Party for any claim under this Agreement shall be the total service costs payable by the Client to Catalyst during the calendar year in which the claim is made, except that Catalyst’s maximum liability shall be the lesser of the annual cost and £250,000. This limitation shall apply to any action between the parties, whether arising in contract, tort, or otherwise. 7.3. No action, regardless of form, arising out of any alleged breach of this Agreement or obligation hereunder may be brought by either Party more than two (2) years after the cause of action has occurred.
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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).

  • Indemnity and Expenses In addition to, but not in qualification or limitation of, any similar obligations under other Loan Documents: (a) Debtor will indemnify Secured Party and each of its Affiliates (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Debtor arising out of, in connection with, or as a result of (i) the execution or delivery of this Security Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Debtor, and regardless of whether any Indemnitee is a party thereto. THE FOREGOING INDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Debtor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Debtor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. (b) Debtor will upon demand pay to Secured Party the amount of all reasonable out-of-pocket costs and expenses, including the reasonable fees, charges and disbursements of Secured Party’s counsel and of any experts and agents, that Secured Party may incur in connection with: (i) the preparation, negotiation, execution, delivery and administration of this Security Agreement or any modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby shall be consummated) of this Security Agreement and the perfection and preservation of this security interest created under this Security Agreement; (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (iii) the exercise or enforcement or protection of any right of Secured Party hereunder; or (iv) the failure by Debtor to perform or observe any of the provisions hereof.

  • 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. 13.2 Unless otherwise provided in the Contract, prior to commencement of performance of any other obligations under the Contract, and subject to any limits set forth in the Contract, the Contractor shall take out and shall maintain for the entire term of the Contract, for any extension thereof, and for a period following any termination of the Contract reasonably adequate to deal with losses: 13.2.1 insurance against all risks in respect of its property and any equipment used for 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. B. 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 Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the 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 Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, 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, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-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 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 Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

  • 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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