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.
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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.
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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. (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. 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.
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Indemnity; Limitations of Liability. 17.1 T-Mobile shall be liable for any damage to property, equipment or facilities or injury to any person proximately caused by the activities of T-Mobile, its agents or employees under this Agreement. T-Mobile 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 T-Mobile, its agents or employees. BellSouth shall be liable for any damage to property, equipment or facilities or injury to any person proximately caused by the activities of Bellsouth, its agents or employees under this Agreement. BellSouth shall indemnify and hold T-Mobile harmless from and against any judgments, fees, costs or other expenses resulting or claimed to result from such activities by BellSouth, its agents or employees.
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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:
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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:

  • Indemnification Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

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