Indemnity; Limitations of Liability Sample Clauses

Indemnity; Limitations of Liability. You agree to indemnify, defend and hold FINSYNC and its agents, contractors, services providers and affiliates (each, an “Indemnified Party”), harmless against all liabilities, claims, demands, damages, losses, fines, judgments, disputes, costs, charges and expenses (including, without limitation, reasonable attorneys' fees incurred in connection with such claims) made by you or others resulting from, arising out of or related to (i) any acts or omissions by you, your Payroll Administrator and/or any other authorized users, or (ii) FINSYNC's or any other Indemnified Party's reliance on information and data furnished by you or resulting from activities that FINSYNC or any other Indemnified Party undertakes at your request, or at the request of anyone FINSYNC or any other Indemnified Party believes in good faith to be your authorized agent, in providing the Payroll Processing Service. In no event will FINSYNC's or any other Indemnified Party's liability for any act or omission relating to the Payroll Processing Service exceed the total charge for services provided for the six (6) month period immediately preceding such act or omission by FINSYNC. IN NO EVENT WILL FINSYNC OR ANY OTHER INDEMNIFIED PARTY HAVE LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGES REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION OR WHETHER FINSYNC OR ANY OTHER INDEMNIFIED PARTY KNEW OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES.
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Indemnity; Limitations of Liability. 17.1 CLEC-1 shall be liable for any damage to property, equipment or facilities or injury to person caused by the activities of CLEC-1, its agents or employees pursuant to, or in furtherance of, rights granted under this Agreement. CLEC-1 shall indemnify and hold BellSouth harmless from and against any judgments, fees, costs or other expenses resulting or claimed to result from such activities by CLEC-1, its agents or employees. 17.2 BellSouth shall not be liable to CLEC-1 for any interruption of CLEC-1's service or for interference with the operation of CLEC-1's communications facilities, or for any special, indirect, incidental or consequential damages arising in any manner, including BellSouth's negligence, out of the use of the Collocation Space(s) and CLEC-1 shall indemnify, defend and hold BellSouth harmless from and against any and all claims, demands, causes of action, costs and reasonable attorneys' fees with respect to such special, indirect, incidental or consequential damages.
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Indemnity; Limitations of Liability. (a) Lessee shall keep the Mining ----------------------------------- Property free of liens for labor performed and materials furnished for Lessee. Lessee shall indemnify and hold Owner harmless from all liability to third persons, including but not limited to government agencies, caused by Lessee's operations on the Mining Property, which result in injury to or death of persons or livestock, or damage to personal property, damage to the environment, or liability for violation of applicable laws or regulations. (b) In no event, shall Lessee's liability for damage or economic loss to ------------- Owner's interest in the Mining Property, whether resulting from Lessee's negligence or otherwise, exceeds 150% of the fair market value of the affected property (not including its value for mining or related purposes). (c) Within a reasonable time after termination of this agreement, Lessee shall begin and diligently pursue to completion any reclamation then required by applicable laws, regulations and permits by reason of Lessee's operations on Owner's real property. Lessee's liability with respect to disturbance of Owner's property shall be limited to compliance with such laws, regulations and permits. Lessee shall have no obligation or responsibility for any wastes, dumps, tailings, residues or other conditions on Owner's property on the Effective Date or after completion of such required reclamations. (d) The payments as expressly required by this agreement are in lieu of any obligation of Lessee, express or implied to explore, develop or mine the ------------------ Mining Property or to make any other efforts or expenditures in connection therewith. (e) The obligations and limitations of liability in this Section shall survive termination of this agreement.
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Indemnity; Limitations of Liability. 16.1 Powertel shall be liable for any damage to property, equipment or facilities or injury to any person proximately caused by the activities of Powertel, its agents or employees under this Agreement. Powertel shall indemnify and hold BellSouth harmless from and against any judgments, fees, costs or other expenses resulting or claimed to result from such activities by Powertel, its agents or employees. 16.2 BellSouth shall not be liable to Powertel for any interruption of Powertel’s service or for interference with the operation of Powertel's communications facilities, except to the extent caused by BellSouth’s gross negligence or willful misconduct. 16.3 Except as otherwise provided in this Agreement, (i) under no circumstance shall either Party be responsible or liable to the other or the other’s customers for indirect, incidental, consequential, reliance or special damages, (including, but not limited to, damages for economic loss or lost business or profits, harm to business, damages arising from the use of the Collocation Space or performance of equipment or software, or from the loss of use of software or equipment, or accessories attached thereto, or from delay, error, or loss of data) regardless of the form of action, whether in contract, warranty, strict liability or tort, including without limitation negligence of any kind, whether active or passive, and regardless of whether the Parties knew of the possibility that such damages could result; and (ii) Powertel agrees to indemnify, defend and hold harmless BellSouth from and against any and all indirect, incidental, consequential, reliance or special damages, or damages resulting from any interruption of the service associated with the Collocation Space or interference with the operation of Powertel's communications facilities, suffered by Powertel or its customers. 16.4 Nothing contained in this Section 16 shall require a Party to indemnify or hold harmless the other Party for or against claims, damages, expenses or any other costs resulting from the other Party’s gross negligence or willful misconduct or, to the extent such indemnification or hold harmless would be contrary to public policy, void or unenforceable, the other Party’s sole negligence. 16.5 Powertel shall in no event be liable to BellSouth for any costs whatsoever resulting from the presence or release of any Environmental Hazard that Powertel did not introduce so long as the actions of Powertel do not cause or substantially contri...
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Indemnity; Limitations of Liability. 8.1. The Owner shall take all reasonable steps and precautions to prevent accidents, injuries, damage and inconvenience to the Guests. Notwithstanding this, the Guests (as defined herein on page 1) hereby accept that no amount of care or precaution can exclude risks inherent in the rental of the premises or use of its equipment and facilities, and hereby voluntarily associates itself with these inherent risks. 8.2. Subject to the provisions of this agreement, the Guests indemnify the Owner and/or IV (collectively referred to as the “Indemnified Parties”) against any risk, liability, loss, claim or proceedings (collectively referred to hereinafter as “Claims”), including Claims from any other party’s consequent upon the death, bodily injury or illness of any person, and/or damage to or loss of any property, or due to unlawful conduct by the Guests. 8.3. If the premises include facilities such as a swimming pool, sauna, tennis or squash courts, amongst others, these types of facilities shall be used by the Guests at their sole risk. Children must be supervised at all times. 8.4. In consideration for the Owner agreeing to lease the premises to the Guests on the terms and conditions set out in the Confirmation of Reservation and this Agreement of Stay (collectively referred to as “the agreements”) the Guests, hereby irrevocably warrant agree and undertake as follows: 8.4.1. to comply with the terms of the agreements and fulfil all obligations of the Guest as set out in the agreements; 8.4.2. to abide by all laws of the RSA and agree not to commit nor permit any criminal offence and/or any unlawful act of whatsoever nature and howsoever arising; and shall ensure that any visitor or third party (“attendee”) entering or occupying the premises by arrangement with or at the invitation of a Guest shall abide by the terms of the agreements; 8.4.3. that the Guests shall be liable to the Indemnified Parties for any loss, damage, penalty or injury arising and/ or resulting from the Guests’ or their Agent’s breach of the provisions of the agreements, wherefore they shall hold the Indemnified Parties harmless against all loss, damage or injury, from any cause arising, which the Indemnified Parties may sustain as a result of the Guests/Agents’ breach of the agreements, irrespective of whether such breach can be legally imputed to the Guests/Agents’ or by virtue of any legal duty upon them not having been met; 8.4.4. to pay the Indemnified Parties on demand whatever sum sha...
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Indemnity; Limitations of Liability. (a) RMGC shall keep the Mining Property free of liens for labor performed and materials furnished for RMGC. RMGC shall hold Nevada Star harmless from all liability to third persons caused by RMGC’s operations on the Mining Property which result in injury to or death of persons or livestock or damage to personal property or liability for violation of applicable laws or regulations.
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Indemnity; Limitations of Liability. 9.1 Customer shall indemnify, defend and hold both Xxxxxx Learning and Synergy Learning and their officers, directors, agents and employees harmless from and against all claims, suits, demands, actions, proceedings, judgments, penalties, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable legal and expert witness fees) resulting from any and all third-party claims arising from or relating to: 9.1.1 Customer’s actual or alleged breach of this Agreement; 9.1.2 Customer’s use or misuse of the Totara Platform; and 9.1.3 actual or alleged infringement or misappropriation of a third party’s rights related to any Modifications or any changes to Totara Core made by, for, or at the direction of Customer (including Feedback), except to the extent such infringement or misappropriation is caused by an unaltered version of Totara Enterprise Extensions.
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Indemnity; Limitations of Liability. In partial consideration of the services to be rendered hereunder the Company shall indemnify Jefferies and certain other indemnified persons (as defined in Schedule A hereto) in accordance with Schedule A attached hereto. The company shall not and shall cause its affiliates and their respective directors, officers, employees, shareholders and agents not to, initiate any action or proceeding against Jefferies or any other Indemnified Person in connection with this engagement or the transactions unless such action or proceeding is based solely upon the bad faith or gross negligence of Jefferies or any such Indemnified Person. The parties hereto agree that Jefferies and the Indemnified Persons shall not, and shall not be deemed to, owe any fiduciary duties to the company under this agreement or otherwise.
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Indemnity; Limitations of Liability 
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Related to Indemnity; Limitations of Liability

  • Limitations of Liability The Trustee shall have no responsibility or liability to: (a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein; (b) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; (c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto; (d) Refund any depreciation in principal of any Property; (e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; (f) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; (g) Verify the accuracy of the information contained in the Registration Statement; (h) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement; (i) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property; (j) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j) hereof; or (k) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.

  • 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.

  • Exclusions of liability 11.1 In respect of Limited Liability, we will not be liable for loss of or damage to your goods as a result of fire or explosion howsoever that fire or explosion was caused, war, invasion, acts of foreign enemies, hostilities (whether war is declared or not), civil war, terrorism, rebellion and/or military coup, Act of God, industrial action or other such events outside our reasonable control unless we have been negligent or in breach of contract. 11.2 In respect of Standard Liability and Limited Liability, other than as a result of our negligence or breach of contract we will not be liable for any loss of, damage to, or failure to produce the following goods :- 11.2.1 Bonds, Securities, Stamps of all kinds, Manuscripts or other Documents or Electronically held Data Records, Mobile Telephones 11.2.2 Plants or goods likely to encourage vermin or other pests or to cause infestation or contamination. 11.2.3 Perishable items and/or those requiring a controlled environment. 11.2.4 Furs exceeding £100 in value, Jewellery, Watches, Precious Stones and Metals, Money, Coins, Deeds. 11.2.5 Any animals, birds or fish. 11.2.6 Loss of structural integrity of furniture constructed of particle board resulting from crumbling of the board. 11.3 In respect of Standard Liability and Limited Liability, other than as a result of our negligence or breach of contract we will not be liable for any loss of, damage to, or failure to produce the goods if caused by any of the following circumstances:- 11.3.1 Loss or damage arising from ionising radiations or radioactive contamination 11.3.2 Loss or damage arising from Chemical, Biological, Bio-chemical, Electromagnetic Weapons and Cyber Attack 11.3.3 Indirect or consequential loss of any kind or description 11.3.4 By normal wear and tear, natural or gradual deterioration, leakage or evaporation or from perishable or unstable goods. This includes goods left within furniture or appliances. 11.3.5 By vermin, moth, insects and similar infestation, damp, mould, mildew or rust 11.3.6 By cleaning, repairing or restoring unless we arranged for the work to be carried out. 11.3.7 By change to atmospheric or climatic conditions. 11.3.8 For any goods in wardrobes, drawers or appliances, or in a package, bundle, carton, case or other container not both packed and unpacked by us. 11.3.9 Loss of or damage to china, glassware and fragile items unless they have been both professionally packed and unpacked by us or our Subcontractor. In the event of an accident involving an owner packed container where damage would have occurred irrespective of the quality of the packing, then our liability is limited to £40 or its actual value whichever is less. 11.

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

  • Limitations of Liability and Indemnity ‌ 9.1 In the event the Company provides advice, information or recommendations to the Client, the Company shall not be responsible for the profitability of such advice, information or recommendations. The Client acknowledges that the Company shall not, in the absence of its fraud, willful default or gross negligence, be liable for any losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any information given to the Client including, without limitation, information relating to any Transactions. Subject to the right of the Company to void or close any Transaction in the specific circumstances set out the Operative Agreements, any Transaction following such inaccuracy or mistake shall nonetheless remain valid and binding in all respects on both the Company and the Client. 9.2 The Company shall not be liable for any loss or expense incurred by the Client in connection with, or directly or indirectly arising from: a) any error or failure in the operation of the Trading Platform or any delay caused by the Client Terminal; b) Transactions made via the Client Terminal; c) any failure by the Company to perform any of its obligations under the Operative Agreements as a result of a cause beyond its control; or d) acts, omissions or negligence of any third party. 9.3 The Client shall indemnify the Company and keep the Company indemnified on demand in respect of all liabilities, costs, claims, demands and expenses of any nature whatsoever which the Company suffers or incurs as a direct or indirect result of any failure by the Client to perform any of the Client’s obligations under the Operative Agreements. 9.4 The Company shall in no circumstances be liable to the Client for any consequential special or indirect losses, loss of profits, loss of opportunity (including in relation to subsequent market movements), costs, expenses or damages the Client may suffer in relation to the Operative Agreements, unless otherwise agreed in the Terms of Business.

  • Disclaimers and Limitations of Liability THE SERVICES AND INFORMATION PROVIDED BY RDLB ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND TO SUBSCRIBER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON- INFRINGEMENT. RDLB, INC. SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM THE USE OF ITS REPORTS OR THE RDLB WEB SITE BY SUBSCRIBER OR ANY THIRD PARTY, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF RDLB, INC. WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. RDLB, INC. HAS MADE ALL REASONABLE EFFORTS TO INSURE THE ACCURACY OF THE DATA ON WHICH THE FORECASTS AND PROJECTIONS CONTAINED IN ITS REPORTS HAVE BEEN BASED BUT CANNOT AND DOES NOT GUARANTEE THE ACCURACY OF SUCH UNDERLYING DATA OR STATISTICS. RDLB, INC. FURTHER ASSUMES NO RESPONSIBILITY OR LIABILITY OF ANY KIND TO SUBSCRIBER OR ANY THIRD PARTY DUE TO ANY LOSS OR DAMAGE THAT SUBSCRIBER OR ANY THIRD PARTY MAY INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THE RDLB WEB SITE OR THE TIMELY DELIVERY OF ITS REPORTS TO SUBSCRIBER, OR DUE TO ANY OTHER CAUSE RELATING TO SUBSCRIBER’S ACCESS TO, INABILITY TO ACCESS OR USE THE RDLB WEB SITE OR THE REPORTS SUBSCRIBED TO HEREUNDER, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF RDLB, INC. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO SUBSCRIBER. IN SUCH JURISDICTIONS, RDLB’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

  • Exclusions and Limitations of Liability TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (a) NONE OF THE 8x8 PARTIES SHALL BE LIABLE UNDER THE AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR COVER DAMAGES; LOSS OF PROFITS, REVENUES, OR GOODWILL; OR LOSS OR INTERRUPTION OF BUSINESS, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE AND (b) THE MAXIMUM LIABILITY OF THE 8x8 PARTIES UNDER THE AGREEMENT, WHETHER ARISING FROM A THEORY OR CLAIM OF BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CASE EXCEED THE TOTAL AMOUNT OF SERVICE FEES PAYABLE UNDER THE AGREEMENT FOR THE TWELVE- (12-) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING EXCLUSION AND LIMITATION SHALL APPLY REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ON A CUMULATIVE (RATHER THAN PER-INCIDENT) BASIS. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRICING AND OTHER TERMS UNDER THE AGREEMENT ARE BASED ON THE FOREGOING EXCLUSION AND LIMITATION.

  • Aggregate Limits of Liability The basic coverage limits of liability may be subject to annual aggregate limits. If this is the case the annual aggregate limits of liability must be at least two (2) times the limits required for each policy, or the aggregate may equal the limits required but must apply separately to this Agreement.

  • Additional Limitations of Liability Except as otherwise provided under the ISO OATT, the NTO shall not be liable for any indirect, consequential, exemplary, special, incidental or punitive damages including, without limitation, lost revenues or profits, the cost of replacement power or the cost of capital, even if such damages are foreseeable or the damaged party has been advised of the possibility of such damages and regardless of whether any such damages are deemed to result from the failure or inadequacy of any exclusive or other remedy. The ISO shall not be liable to the NTO or any other party for any damages resulting from any act or omission in any way associated with this Agreement, except to the extent provided for under the ISO OATT.

  • 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.

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