Indemnity Clauses Sample Clauses

Indemnity Clauses. 16.1 Each Party shall be liable for the consequences of any breach of its obligations under this Agreement, including any injury to, or death of, any person, or loss of, or damage to, any property, except and to the extent that such consequences are a direct result of the act, omission, default or negligence of the other Party, or except and to the extent that such breach is a direct result of circumstances beyond the Party's control which could not reasonably have been avoided by that Party. Each Party shall indemnify the other against any expense, liability, loss, claim or proceeding in respect of any such injury, death loss or damage and shall maintain such insurances as are necessary to cover this liability.
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Indemnity Clauses. 1. Except where caused by intentional misconduct or gross negligence of an employee of the Company, the Client shall protect and fully indemnify the Company and its affiliates and Service providers from any and all third party claims, liability, damages, expenses and costs (including but not limited to, legal fees) caused by or arising from the Client’s use of the Service, violation of the terms or infringement by any other user of the Client’s Account, of any intellectual property or other right of anyone. 2. The Client expressly exempts the Company from any liability arising from any unauthorized access to the Client’s Account and/or data as contained in the Company’s records via the Service, which arises as a result of inability and/or otherwise of the Client to safeguard his user code and password and/or failure to log out of the system completely by allowing on screen display of his Account information. 3. The Client further exempts the Company from any liability as regards to breach of any of the Client’s responsibilities as provided under this SLA and/or instances of breach of such duty that might be used by hackers and other unauthorized access to the Client’s Account via the Service. 4. The Client shall be responsible for any fraud, loss and/or liability to the Company or third Party arising from usage of the Client’s user ID and password being used by a third party and other unauthorized access. Accordingly, the Company shall not be responsible for any fraud that arises from usage of the Client’s User ID and/or Password.
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Indemnity Clauses. Customer hereby indemnifies SG against any harm or claims arising out of acts of omission of any customers of Customer or any third parties using Customer’s equipment or service that is subject of this Agreement.
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Indemnity Clauses. If the indemnitee is allowed indemnification from his own negligence, a great burden is placed upon the indemnitor. The indemnitor is usually in no position to prevent the risk by controlling the conduct of the indemnitee, yet he is assuming the liability. This extreme burden should not be imposed upon an indemnitor absent an unequivocal finding that the risk was expressly bargained for and accepted.□2 The importance placed on □clear and unequivocal□ language in an indemnification agreement is discussed in more detail below.
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Indemnity Clauses. Clauses 7.1, 7.2, 7.3 and 7.4 of this Deed survive the expiration or termination of this Deed.
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Indemnity Clauses. 10 (a) and 10 b) are not applicable for persons hiring the hall
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Indemnity Clauses. 15.1 Each party shall be liable for the consequences of any breach of its obligations under this Agreement, including any injury to, or death of, any person, or loss of, or damage to, any property, except and to the extent that such consequences are a direct result of the act, omission, default or negligence of the other party, or except and to the extent that such breach is a direct result of circumstances beyond the party's control which could not reasonably have been avoided by that party. Each party shall indemnify the other against any expense, liability, loss, claim or proceeding in respect of any such injury, death loss or damage and shall maintain such insurances as are necessary to cover this liability. Signed on behalf of the ) Authorised Signatory Signed of behalf of the ) Authorised signatory The Group shall have the following responsibilities: 1. To approve the Financial and Business Plan (“the Plan”) for the New Forest Centre (and seek the endorsement of the Trustees of the Trust and the Authority’s Resources and Performance Committee). 2. To receive performance and budgetary management information from the Centre Manager. The frequency of reports will be determined by the Group. 3. To monitor the effectiveness of the marketing elements of the Plan. 4. To review visitor satisfaction reports. 5. To resolve issues arising from the activities of the three organisations with membership of the Group. 6. To carry out reviews, as frequently as the Group sees fit, of all matters which form the subject matter of the collaboration between the Parties. 7. To report the Group’s activities in furtherance of this Agreement to the Trust and the Authority. 8. The Group has the power to defer or extend the time limits for any or all of the key elements set out in the Plan. 9. The Group will consider the information provided to it as part of the reports and review process defined in this Schedule and provide guidance to the Centre Manager on the basis of that information. • Overall management and leadership of The New Forest Centre • To drive the development of The Centre together with all its partners • Assisting in policy making for The New Forest Centre in close relationship with the Trustees and partners • To provide leadership to administration and building centre management • To ensure the effective running of The New Forest Centre through the three year Financial and Business plan approved by the Executive Management Group • To line manage all staff • T...
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Indemnity Clauses 
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Related to Indemnity Clauses

  • Indemnity Clause CONTRACTOR agrees to indemnify, save harmless, and release DISTRICT, and all its officers, agents, volunteers, and employees from and against any and all loss, damages, injury, liability, suits, and proceedings arising out of the performance of this contract which are caused in whole or in part by the acts or negligence of CONTRACTOR's officers, agents, volunteers, or employees, but not for claims arising from DISTRICT's sole negligence. The parties agree that if there are any Limitations of CONTRACTOR's Liability, including a limitation of liability for anyone for whom CONTRACTOR is responsible, such Limitations of Liability will not apply to injuries to persons, including death, or to damages to property.

  • Indemnification Clause The Union agrees to indemnify and hold the County of Los Angeles harmless from any liabilities of any nature which may arise as a result of the application of the provisions of this Article.

  • Survival Clause It is the intent of the Parties that this Agreement and procurement method applies to any TIPS Sale made during the life of this Agreement even if made on or near the Contract Expiration Date as defined herein. Thus, all TIPS Sales, including but not limited to: leases, service agreements, license agreements, open purchase orders, warranties, and contracts, even if they extend months or years past the TIPS Contract Expiration Date, shall survive the expiration or termination of this Agreement subject to the terms and conditions of the Supplemental Agreement between Customer and Vendor or unless otherwise specified herein.

  • Penalty Clause a. Non-execution of supply order - For the reasons of failure to supply partially or completely within 30 days, if the Procurement cell has to buy the items from the RC 2 (L-2), RC 3 (L-3) or approved local vendor firm, the rate difference in cost will be recovered from XX xxxxxx i.e. L1 /Billing Agency as appointed by the Rate Contract Holder. The difference amount will be deducted from the forthcoming bills of the supplier pertaining to any product. Repeated failure (Three times) to supply in part or in full may amount to termination of rate contract for the product (s) and forfeiture of Performance Security. Reasons of failure to supply the material will be communicated by the firm to the Procurement cell timely. b. Late delivery clause -The date & time of the delivery as stipulated in the supply order shall be deemed to be the essence of the contract and delivery must be completed no later than the date(s) as specified in the supply order. Unsupplied items of each supply order which will not be supplied during stipulated time period of 30 days should be treated as cancelled and will be procured from RC-2/RC-3 or approved local vendor and difference amount deducted from forthcoming bills of RC1 (L1)/Billing Agency as appointed by the Rate Contract Holder. c. Non production of item – Difference in the value between existing source and source from where supplies are being obtained for remaining tendered quantity will be recovered from the billing agency.

  • CONTRACT CLAUSES  A SOLICITATION/CONTRACT FORM 1  I CONTRACT CLAUSES 58  B SUPPLIES OR SERVICES AND PRICES/COSTS 2 PART III - LIST OF DOCUMENTS, EXHIBITS & ATTACHMENTS  C DESCRIPTION/SPECS./WORK STATEMENT 25  J LIST OF ATTACHMENTS 74  D PACKAGING AND MARKING 26 PART IV - REPRESENTATIONS AND INSTRUCTIONS  E INSPECTION AND ACCEPTANCE 27 K REPRESENTATIONS, CERTIFICATIONS OTHER STATEMENTS OF OFFERORS  F DELIVERIES OR PERFORMANCE 29  G CONTRACT ADMINISTRATION DATA 32 L INSTRS., CONDS., AND NOTICES TO  H SPECIAL CONTRACT REQUIREMENTS 34 M EVALUATION FACTORS FOR AWARD

  • Limits of Liability; Indemnification The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. The Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, except for information supplied by the Adviser for inclusion therein. The Trust agrees to indemnify the Adviser to the full extent permitted by the Trust's Declaration of Trust.

  • CERTIFICATION CLAUSES The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • WAIVER CLAUSE The parties acknowledge that during the negotiations which resulted in this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject matter not removed by law from the area of collective bargaining, and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in the Agreement. Therefore, the Employer and the Association, for the life of this Agreement, each voluntarily and unqualifiedly waives the right and each agrees that the other shall not be obligated to bargain collectively with respect to any subject or matter not specifically referred to or covered in this Agreement, even though such subjects or matters may not have been within the knowledge or contemplation of either or both of the parties at the time that they negotiated or signed this Agreement.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon. (ii) Subject to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (B) a prohibition of such indemnification under applicable law; provided, however, that such 45-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (iii) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Claim.

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