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.
Indemnity/Liability. In addition to provisions stated in this Agreement, if in the course of using a bicycle a Member or a Specified Corporate User causes damages to a third party or to DBS, the Member or Specified Corporate User will be responsible for compensation for such damages. However, this will not apply when the said damages are not attributable to the Member or Specified Corporate User.
Indemnity/Liability. To the extent of its proportionate fault and permitted by law, Contractor shall defend, indemnify and save the District, and all of its officers, directors, representatives, agents and employees (together “Indemnitees”), from and against any and all claims and liability of any type resulting from Contractor’s negligent performance of this Order. Defense counsel retained under this section shall be subject to the Indemnitees’s reasonable approval. Notwithstanding any provision of this Order, the Indemnitees shall not be liable, in contract or tort, for any special, consequential, indirect or incidental damages arising out of or in connection with this Order or the Services. The Indemnitees’s rights and remedies, whether under this Contract or other applicable law, shall be cumulative and not subject to limitation.
Indemnity/Liability. You shall defend, indemnify, and hold harmless RIM, the RIM Group of Companies, RIM's affiliates, suppliers, successors, agents, authorised distributors and assigns and each of their directors, officers, employees and independent contractors (each a "RIM Indemnified Party") from any claims, damages, losses, costs or expenses (including, without limitation, reasonable lawyers' fees and costs) incurred by a 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 Handheld Product), system or service in connection with Your BlackBerry Solution or any portion thereof; (b) damages arising from Your breach of any of the following Sections of Agreement: "Desktop Cryptography Support" (Section 6), "Use of Your BlackBerry Solution" (Section 3), "Software and Documentation License" (Section 2), "Required Third Party Items" (Section 4(a)), "Airtime Services" (Section 4(b)), "Required Third Party Services" (Section 4(c), "Intellectual Property" (Section 7), "Export, Import and Use Restrictions and U.S. Government Licenses" (Section 9), "Confidentiality and No Reverse Engineering" (Section 11); (c) any injury, death or property damage arising from Your or Your Authorised Users' negligence or misconduct in connection with Your or Your Authorised Users' use of Your BlackBerry Solution or any portion thereof; or (d) claims made by third parties against RIM arising from or related to Your or Your Authorised Users' use of the Software or Your BlackBerry Solution or any portion thereof (other than such claims that arise solely from the use of the RIM Product, Software and/or the Service contemplated by and strictly in accordance with the terms of this Agreement and the Documentation which specifically pertains to such version of the Software and/or RIM Products). 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.
Indemnity/Liability. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). Notwithstanding anything in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement will be limited to three times the amount of annual fees paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought; provided, that, such liability cap shall not apply in the case of the Warrant Agent’s own willful misconduct, bad faith or fraud (which willful misconduct, bad faith or fraud must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties), nor to any claims by Registered Holders of the Warrants which arise out of the gross negligence, willful misconduct, bad faith or fraud of the Warrant Agent. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damages, and regardless of the form of action. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable counsel fees and expenses of legal counsel), for anything done or omitted by the Warrant Agent in the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith (which gross negligence, willful misconduct or bad faith must be determined by a judgment of a court of competent jurisdiction or agreed pursuant to a settlement agreement between the parties). The provisions of this Section 9.4 shall survive the expiration of the Warrants and the termination of this Agreement and the resignation, replacement or remo...
Indemnity/Liability. 11.1 Unless caused by MTC’s direct fraud, willful default or gross negligence, neither we nor any associated company nor any employee shall be liable to the Client:
(a) for any loss of profits, indirect, consequential or incidental damages, liabilities, claims, losses, awards, injury, proceedings or costs suffered or incurred by the Client in connection with the Services we provide to the Client as set out in this Agreement; or
(b) for any misinterpretation of any information or general advice provided by, or on behalf of, MTC relating to a transaction entered into or proposed to be entered into under this Agreement; or
(c) if MTC do not act on Client instructions or are unable to provide any service under this Agreement as a result of some factor that is beyond our reasonable control (for example, Act of God, failure of computer or related systems, failure of market systems, failure of trading software or failure of any third party to provide any service to which this Agreement relates); or
(d) if we do not act on Client instructions or are unable to provide any service under this Agreement as a result of failure of computer systems, telecommunications systems, component failure, power failure or other unanticipated failure; or
(e) for any loss or damage caused as a result of a Client trading on money deposited into their Account in error by us. We will remedy all such errors as soon as practicable following notification of such error. Unless caused by our direct fraud, willful default or gross negligence, the Client will upon demand, indemnify us, our associated companies and employees against any costs, damage, losses or liabilities however arising by reason of or in connection with any action taken, not taken, or any transaction entered into or not entered into by MTC under this Agreement.
Indemnity/Liability. Grantor hereby releases Grantee and shall fully protect, defend, indemnify and hold harmless Grantee, the City, their officers, City Council, Utilities Board, directors, employees, agents and representatives from and against any and all claims, costs and fees (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs), losses, damages, causes of action, or liability of any nature (including, but not limited to environmental) arising from or in connection with the Permanent Easement, Grantor’s Improvements, or the Improvements to the extent arising from or due to Grantor’s action(s) or failure(s)
Indemnity/Liability. 7.1 Each Party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other Party and such other Party's Related Persons (as defined below)(each, an "Indemnified Party") from and against any and all third party (excluding Related Persons) claims, litigation, actions, proceedings, losses, damages, liabilities, obligations, costs and expenses, including reasonable attorneys’, investigators’ and consulting fees, court costs and litigation expenses (collectively, "Claims") suffered or incurred by such Indemnified Party, arising from the negligence, intentional misconduct, or breach of this Agreement by the Indemnifying Party. Notwithstanding the foregoing to the contrary, Tenant may elect, upon written notice, to control any or all aspects of the defense of any legal action covered by the prior sentence.
7.2 In no event shall either Party be liable to the other Party to the extent any Claim is caused by, arising from or contributed by the negligence or intentional misconduct of such other Party or any Related Person thereof.
7.3 Except for payments expressly required herein (such as crop damage compensation) or direct damages, in no event, whether as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability or otherwise, shall either Party be liable to the other Party for loss of profit or revenues, loss of business opportunities or for any other special, consequential, incidental, indirect or exemplary damages.
7.4 In no event shall Tenant or its Related Persons be liable to Owner for property damage or personal injuries to Owner or its Related Persons attributable to risks of known and unknown dangers associated with normal day-to-day operation of electrical generating facilities, such as noise, electromagnetic fields, and glare.
7.5 In no event shall either Party or its Related Persons be liable to the Other Party for expenses incurred in such other Party’s lawful enforcement of its rights under this Agreement for a default during any applicable cure period.
7.6 As used herein the term “Related Person” shall mean:
Indemnity/Liability. Contractor shall, to the fullest extent permitted by law, indemnify, protect, defend and hold harmless City, and its employees, officials and agents (“Indemnified Parties”) from all claims, demands, costs or liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest, defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, its officers, employees, volunteers or agents, in said performance of services under this Agreement, excepting only liability arising from the sole negligence, active negligence or intentional misconduct of City. If there is a possible obligation to indemnify, Contractor’s duty to defend exists regardless of whether it is ultimately determined that there is no obligation to indemnify.
Indemnity/Liability. (a) The parties intend that each shall be responsible for its own intentional and negligent acts or omissions to act. OHCA shall be responsible for the acts and omissions to act of its officers and employees while acting within the scope of their employment according to the Governmental Tort Claims Act, Title 51 Okla.
