LIABILITIES AND DAMAGES Sample Clauses

LIABILITIES AND DAMAGES. Company shall not be liable to Dealer, or to any third party claiming through Dealer for the failure of performance of any obligation under this Agreement except as specifically set forth herein, or otherwise agreed to in writing. Additionally, Company shall not, under any circumstances, be liable hereunder for indirect, special, incidental or consequential damages resulting from its failure of performance. Any failure to perform any obligation under this Agreement except payment of monies due, shall be excused if such failure is caused by acts of God, acts of public authorities, wars and war measures, fires, casualties, labor difficulties and strikes, shortages of material or fuel, failure or delays of suppliers or carriers, shortage of transportation, or other causes beyond the failing party's control.
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LIABILITIES AND DAMAGES. Termination of the Agreement or any categories of Services for any reason under this Article 21 (Termination) will not affect (i) any liabilities or obligations of either 40 4830-2082-6212v.8 207239136_2 LAW Party arising before such termination or out of the events causing such termination or (ii) any damages or other remedies to which a Party may be entitled under the Agreement, at law or in equity arising from any breaches of such liabilities or obligations.
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LIABILITIES AND DAMAGES. To the extent permitted by law, the Tenant, for itself and its agents, successors, insurers, affiliated and related companies, and assigns, and each of their agents and employees and invitees (all of the foregoing, “Affiliates”), hereby releases and forever discharges the Building Owner, the Property Manager, and all agents, employees, and direct or indirect owners or affiliates of the Building Owner and/or the Property Manager, and each of them (collectively the “Building Ownership Parties”), from any and all claims, demands, losses, costs, expenses or other liabilities of whatever nature (including attorneys' fees and other fees, costs, and expenses), at law, in equity or otherwise, arising out of or related in any manner to the condition of the Conference Center, including any latent defects, or the use of the Conference Center by the Tenant or any of the Tenant’s Affiliates or any of their respective invitees, or otherwise relating in any way to this Agreement (all of the foregoing, “Claims”), including any and all Claims related to personal injury or property damage occurring at or about the Conference Center. The Tenant and its Affiliates shall jointly and severally indemnify, defend, and hold harmless the Building Ownership Parties from and against any and all Claims made against or otherwise incurred by any of the Building Ownership Parties, in any way related to, or resulting from, this Agreement or the use of the Conference Center by the Tenant or any of the Tenant’s Affiliates or other invitees, all to the fullest extent permitted by law. This paragraph shall expressly survive use of the Conference Center and payment for such use for the longest period permitted by law. If the Building Owner so requests prior to the Tenant's use of the Conference Center, the Tenant shall provide evidence that it carries commercial general liability insurance in an amount satisfactory to the Building Owner and insuring the indemnity agreement contained in this Agreement. The Building Owner may require that it be named as an additional insured with respect to such insurance. The liability of the Building Owner under this Agreement shall be limited to its interest in the Building in which the Conference Center is located. Tenant, for itself and its other Affiliates, hereby waives any claims in connection with this Agreement or the Conference Center for punitive, consequential, or exemplary damages or for loss of income, profits, or savings. In addition, to the exte...
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LIABILITIES AND DAMAGES. To the extent permitted by law, the Tenant, for itself and its agents, successors, insurers, affiliated and related companies, and assigns, and each of their agents and employees and invitees (all of the foregoing, “Affiliates”), hereby releases and forever discharges the Building Owner, the Property Manager, and all agents, employees, and direct or indirect owners or affiliates of the Building Owner and/or the Property Manager, and each of
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LIABILITIES AND DAMAGES. Nothing herein shall be deemed to be an assumption of liability of an Agency, County or parties for any acts, omissions, and negligence of another Agency, party, or County. Each party shall hold the other parties harmless from and shall defend the other parties and its officers and employees against claims for damages resulting from this Agreement. All liability to personnel and for loss or damage of equipment and personal property shall be borne by the party employing such personnel and having custody of such equipment, and all parties shall carry sufficient insurance to cover all such liability.
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LIABILITIES AND DAMAGES. 48. Non-compliance of any provision of this Agreement by any Party shall be deemed a breach of this Agreement. The breaching Party shall be liable for the damages in accordance with the terms of this Agreement and the schedules herein. 49. Party A may penalize Party B if any of the following events occur, and deduct such fines from the channel expansion service fees and deposit, terminate this Agreement or seek further rectifications. Party B is liable for any civil litigations arising herefrom. i. Party B sells any counterfeits or illegal products; ii. Party B assigns any or all of the rights and/or obligations under this Agreement to any third party without Party A’s written consent; iii. Party B cease to operate the authorized business without Party A’s written consent; iv. Party B breaches Party A’s business and service policies, causing material complain from customers or media coverage, resulting material adverse affect on Party A. v. Party B deceives customers or leaks customer information; vi. Party B has not reached annual sales target agreed by the Parties, or provided agreed resources (including but not limited to stores and websites) within the time and in the amount or size agreed; vii. Party B otherwise breaches this Agreement and does not rectify such breach within seven days after notification from Party A. 50. If this Agreement is terminated due to breaches by any Party, the non-breaching Party shall be entitled to demand the breaching Party to compensate for the economic loss suffered by the non-breaching Party caused by such breach. 51. No delay or failure by a Party to enforce its rights hereunder shall not be deemed as a waiver of its right to enforce against the breaching Party or to claim monetary damages, nor shall it be deemed consent to such breach. 52. If Party B’s violation of this Agreement, negligence or mistake causes loss of a third party, and if Party A in its sole discretion determines that such claim of loss, or litigation arising out of such claim of loss, may result in Party A’s obligation to compensate such third party, then Party A shall be entitled to participate in the resolution of such dispute and Party B shall ensure that Party A shall dictate the procedure for such dispute resolution. If the result of such dispute resolution eventually results in Party A to be held responsible for any compensation to the third party, then Party A shall be entitled to demand full-amount indemnification from Party B.
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Related to LIABILITIES AND DAMAGES

  • Liability and Damages The liability provisions of the Terms shall apply except as explicitly agreed otherwise in this DPA.

  • REMEDIES AND DAMAGES (A) If any Event of Default shall occur, or this Lease and the Term shall expire and come to an end as provided in Article 16 hereof: (1) Tenant shall quit and peacefully surrender the Premises to Landlord, and Landlord and its agents may, after the date upon which this Lease and the Term shall expire and come to an end, re-enter the Premises or any part thereof, without Notice, either by summary proceedings, or by any other applicable action or proceeding or otherwise, and may repossess the Premises and dispossess Tenant and any other persons from the Premises by summary proceedings or otherwise and remove any and all of their property and effects from the Premises (and Tenant shall remain liable for damages as provided herein or pursuant to law); and (2) Landlord, at Landlord's option, may relet the whole or any part or parts of the Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Fixed Expiration Date, at such rent or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord may determine; provided, however, that Landlord shall exercise reasonable efforts to mitigate any damages related to liability of Tenant under this Lease. (B) In the event of a breach or threatened breach by Tenant, or any persons claiming through or under Tenant, of any term, covenant or condition of this Lease, Landlord shall have the right to enjoin such breach. (A) If this Lease and the Term shall expire and come to an end as provided in Article 2 hereof, or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re-enter the Premises as provided in Section 17.1 hereof, or by or under any summary proceeding or any other action or proceeding, then, in any of said events: (1) Tenant shall pay to Landlord all Fixed Rent, Additional Rent and other items of Rental payable under this Lease by Tenant to Landlord to the date upon which this Lease and the Term shall have expired and come to an end or to the date of re-entry upon the Premises by Landlord, as the case may be; (2) if Landlord has not terminated the Lease, but only Tenant's right of possession to the Premises, Tenant also shall be liable for and shall pay to Landlord, as damages, any deficiency ("Deficiency") between the Rental for the period which is the unexpired portion of the Term and the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of Section 17.1(A)(2) for any part of such period (after first deducting from the rents collected under any such reletting all of Landlord's reasonable and actual expenses in connection with the termination of Tenant's right of possession, Landlord's re-entry upon the Premises and such reletting including, but not limited to, all repossession costs, brokerage commissions, attorneys' fees and disbursements, alteration costs and other expenses of preparing the Premises for such reletting, to the extent the same are allocable to the remaining Term); any such Deficiency shall be paid in monthly installments by Tenant on the days specified in this Lease for payment of installments of Fixed Rent; Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise, and no suit to collect the amount of the Deficiency for any month shall prejudice Landlord's right to collect the Deficiency for any subsequent month by a similar proceeding; and (3) alternatively, if Landlord has terminated the Lease, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, and as and for liquidated and agreed final damages, a sum equal to the amount by which the present value (calculated using the Base Rate as the discount rate) of the unpaid Rental for the period which otherwise would have constituted the unexpired portion of the Term exceeds the present value (calculated using the Base Rate as the discount rate) of the then fair and reasonable rental value of the Premises for the same period, taking into consideration reasonable costs incurred to relet the Premises; if, before presentation of proof of such liquidated damages to any court, commission or tribunal, the Premises, or any part thereof, are relet by Landlord on a fair and arms-length basis for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of rent reserved upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting. (B) Tenant shall in no event be entitled to any rents collected or payable under any reletting, whether or not such rents exceed the Fixed Rent reserved in this Lease. Nothing contained in this Article 17 shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in this Section 17.2.

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages. 2. In the event that a portion of the timber sale under this Contract is resold as a result of the Purchaser’s forfeiture and the stumpage rate pursuant to the resold contract is lower than the stumpage rate provided herein, the difference between the original rate and the new rate shall be considered damages and the Purchaser shall be liable to the State for those damages. The State may cause all or part of the Purchaser’s performance bond to be forfeited to recover such damages.

  • Loss and Damage Lessee shall assume and bear the risk of loss, theft and damage (including any governmental requisition, condemnation or confiscation) to the Equipment and all component parts thereof from any and every cause whatsoever, whether or not covered by insurance. No loss or damage to the Equipment or any component part thereof shall impair any obligation of Lessee under this Lease Agreement, which shall continue in full force and effect except as hereinafter expressly provided. Lessee shall repair or cause to be repaired all damage to the Equipment. In the event that all or part of the Equipment shall, as a result of any cause whatsoever, become lost, stolen, destroyed or otherwise rendered irreparably unusable or damaged (collectively, the “Loss”) then Lessee shall, within ten (10) days after the Loss, fully inform Lessor in writing of such a Loss and shall pay to Lessor the following amounts: (i) the Monthly Lease Charges (and other amounts) due and owing under this Lease Agreement, plus (ii) one-hundred (100%) percent of the original cost of the Equipment subject to the Loss if the loss occurs in the first nine months of the Initial Term, and, thereafter, the original cost of the Equipment amortized by the subsequent Monthly Lease Charges received by Lessor during the Initial Term using an amortization rate of eight hundred and ninety (890) basis points over the interest rate of the three (3) year United States Treasury Note as reported by the Federal Reserve on the Commencement Date (collectively, the sum of (i) plus (ii) shall be the “Casualty Loss Value”). Notwithstanding the proceeding, if Lessee has provided notice to terminate the applicable Lease Schedule prior to informing Lessor in writing of a Loss and such Loss is not covered by insurance proceeds pursuant to Section 13 hereof, then Lessee shall pay two (2) times the Casualty Loss Value on the Equipment subject to such Loss. Upon receipt by Lessor of the Casualty Loss Value: (i) the applicable Equipment shall be removed from the Lease Schedule; and (ii) Lessee’s obligation to pay Lease Charges associated with the applicable Equipment shall cease. Lessor may request, and Lessee shall complete, an affidavit(s) that swears out the facts supporting the Loss of any item of Equipment.

  • No Special Damages In no event shall either party be liable hereunder (whether in an action in negligence, contract or tort or based on a warranty or otherwise) for any indirect, incidental, special or consequential damages incurred by the other party or any third party, even if the party has been advised of the possibility of such damages.

  • Exclusion of Consequential and Related Damages IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

  • Special Damages NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, AND EXCEPT AS PROVIDED BELOW, IN NO EVENT WILL EITHER PARTY OR ANY PERSON IN ITS GROUP BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNITEE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY DAMAGES, INCLUDING SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS (OTHER THAN DAMAGES OR LOST PROFITS CONSTITUTING EXCLUDED LIABILITIES), TO A PERSON WHO IS NOT IN EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 11.17.

  • Direct Damages A PARTY’S DAMAGES RESULTING FROM A BREACH OR VIOLATION OF ANY REPRESENTATION, WARRANTY, COVENANT, AGREEMENT OR CONDITION CONTAINED IN THIS AGREEMENT OR ANY ACT OR OMISSION ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT INCLUDE ANY OTHER LOSS OR DAMAGE, INCLUDING INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, PRODUCTION, OR REVENUES, AND EACH PARTY RELEASES THE OTHER PARTY FROM ALL SUCH CLAIMS FOR LOSS OR DAMAGE OTHER THAN ACTUAL DIRECT DAMAGES; PROVIDED THAT THIS LIMITATION TO DIRECT DAMAGES SHALL NOT LIMIT THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER Section 3.5(c), Section 7.3, AND Article 15.

  • Company's Liability The Consultant agrees to defend, indemnify, and hold the Company harmless from an against any and all reasonable costs, expenses and liability (including reasonable attorney's fees paid in defense of the Company) which may in any way result pursuant to its gross negligence or willful misconduct or in any connection with any actions taken or statements made, on behalf of the Company, without the prior approval or authorization of the Company or which are otherwise in violation of applicable law.

  • Excluded Damages IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR ITS OR THEIR SUPPLIERS BE LIABLE FOR (1) INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES;

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