Liabilities and Indemnifications. 13.1 The Joint Bookrunners, any enterprise affiliated with any of the Joint Bookrunners, as well as any person deemed to have decisive influence on any of the Joint Bookrunners or controlling any of the Joint Bookrunners (inter alia within the meaning of the U.S. Securities Exchange Act of 1934) and the management bodies, managing employees and other employees of any of the Joint Bookrunners, any enterprise affiliated with any of the Joint Bookrunners and any person deemed to have decisive influence on any of the Joint Bookrunners, shall not be under any liability (except for wilful misconduct (Vorsatz)) for or in respect of: the validity or value of, or title to, any New Shares; the form of, or the statements contained in or omitted from, or the validity of, any preliminary or final Offer Document, any amendment or supplement thereto, any document or information which may be attached to and made a part of, any of them, or any letters or instruments executed by or on behalf of the Company or others; the form or validity of the Underwriting Agreement, this Agreement or any other documents relating to the Offering; the delivery of the New Shares and the performance of the Company or others of any agreement on their respective parts; the qualification for sale of the New Shares under the laws of any jurisdiction or the right of each Underwriter or any other person to offer or sell the New Shares in any jurisdiction; the termination of the Underwriting Agreement; or any matter in connection with any of the foregoing.
13.2 If any claim is made against (i) any of the Underwriters, or (ii) any enterprise affiliated with the any of the Underwriters, or (iii) any person deemed to have decisive influence on any of the Underwriters, or (iv) controlling any of the Underwriters (inter alia within the meaning of the U.S. Securities Exchange Act of 1934), or (v) the management bodies, managing employees and other employees of any of the Underwriters, any enterprise affiliated with any of the Underwriters or any person deemed to have decisive influence on any of the Underwriters, in connection with the Offering, the respective Underwriter must inform the Joint Bookrunners without delay and may require the other Underwriters to reimburse it for any costs and expenses properly incurred by it in investigating and resisting such claim and for the amount of any liability arising as a result of the claim, including the amount of any settlement of the claim, on the basis that su...
Liabilities and Indemnifications. (a) Custodian shall not be liable for any action taken in good faith upon any proper instructions herein described or certified copy of any resolution of, the Board of Directors, and may rely on the genuineness of any such document which it may in good faith believe to have been validly executed.
(b) The Fund agrees to indemnify and hold harmless the Custodian and its nominee from all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) incurred or assigned against it or its nominee in connection with the performance of this Agreement, except such as may arise from negligent action, negligent failure to act or willful misconduct of Custodian or its nominee.
Liabilities and Indemnifications. 13.1 Nothing in this Agreement shall be construed as excluding or limiting a Party's liability hereunder for Losses (including reasonable legal costs, expenses and fees) incurred by the other Party resulting from:
13.1.1 breach under Section 12;
Liabilities and Indemnifications. (1) For the purposes of this Clause, the “Indemnifying Party” shall mean Bitkub or the User who is obligated to indemnify the other party of whom is entitled to indemnification or the “Indemnified Party” as stipulated hereunder.
(2) To the maximum extent permitted by the Applicable Law, and notwithstanding to any other provisions relating to the rights of indemnity as stipulated hereunder, the Indemnifying Party shall indemnify the Indemnified Party for any and all loss, liability, damages, claim, cost, charge, demand, fine, penalty or expense of any kind or nature (including direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including attorneys’ fees and other costs of litigation, arbitration or mediation), arising out of or otherwise in connection with any (i) breach or violation of any representation or warranty by the Indemnifying Party contained in this Term, (ii) any default or breach by such Indemnifying Party under any agreement or covenant contained in this Term herein, and (iii) any violation by such Indemnifying Party of any Applicable Law, in all cases except to the extent that any such breach, violation or default is directly resulted from the gross negligence or willful misconduct of the Indemnified Party.
(3) If the User has a dispute with one or more User or any person arisen from our Services, the User irrevocably agrees to release Bitkub, their affiliates, and each of Bitkub’s respective officers, directors, agents, joint ventures, employees and representatives from any and all claims, demands and damages (both of actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
(4) Bitkub shall have the right, in addition to other rights hereunder, to demand the User be responsible for any damages and expense suffered arising out of or in connection with this Term, actions or omissions by the User or its agent as well as any claim, or litigation by other persons requiring us to be responsible hereunder for actions or omissions which have not been attributed to the fault of Bitkub.
(5) Notwithstanding the foregoing, the Indemnifying Party shall have no liability to the Indemnified Party for any indemnification, unless a written notice is given to the Indemnifying Party by the Indemnified Party within 1 (one) year from the date with which the Indemnified Party is made aware of, or shall be made reasonably aware of, the breach, violation, infringement and/or ...
Liabilities and Indemnifications. (1) The Seller shall defend, indemnify, and hold harmless the Buyer, its affiliates, successors, assigns, directors, officers, employees, agents, customers, and users from and against any and all claims, demands, suit, action, proceedings, judgments and other liabilities, obligations, losses, damages, costs, and expenses (including reasonable attorneys’ fees and costs) of any nature (collectively, “Claims”) arising out of or related to: (i) any breach of the Agreement, (ii) negligence or willful misconduct of the Seller, its employees or agents with regard to these Terms, (iii) Seller’s infringement or violation of trademark, copyright, patent, and/or any other intellectual property right on the manufacture, sale, or use of any Article or, (iv) from the failure of the Articles to perform as intended by Buyer.
Liabilities and Indemnifications. (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IF CLOSING SHALL OCCUR, FROM AND AFTER THE CLOSING DATE, EXCEPT AS OTHERWISE PROVIDED IN ARTICLES 6.2, 6.3, OR 6.4, BUYER SHALL CAUSE THE LP TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SELLERS, THEIR OFFICERS, DIRECTORS AND EMPLOYEES AND AFFILIATES, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, SUITS, LIABILITIES, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND OTHER COSTS OF LITIGATION), AND ANY FINES, PENALTIES AND ASSESSMENTS, ARISING OUT OF CLAIMS BY PERSONNEL THAT ARISE PRIOR TO, ON, OR AFTER THE CLOSING DATE, BUT ONLY TO THE EXTENT THAT SUCH CLAIMS RELATE TO THEIR PERIOD OF EMPLOYMENT WITH, OR THE TERMINATION OF THEIR EMPLOYMENT FROM THE LP; PROVIDED, HOWEVER, THAT THIS ARTICLE 12.5 SHALL NOT LIMIT SELLERS' OBLIGATIONS UNDER ARTICLE 10.5 OR BUYER'S RIGHTS WITH RESPECT TO ARTICLE 8.2.
(b) IF CLOSING SHALL OCCUR, FROM AND AFTER THE CLOSING DATE, EXCEPT AS OTHERWISE PROVIDED IN ARTICLES 5.3, 6.2, 6.3, OR 6.4, WITH RESPECT TO ALL WORKERS' COMPENSATION (HEREINAFTER "COMPENSATION CLAIMS") FILED WITH AN APPROPRIATE AGENCY BY ANY LP EMPLOYEE PRIOR TO, ON, OR AFTER THE CLOSING DATE (SUCH EMPLOYEES ARE, FOR PURPOSES OF THIS PARAGRAPH, HEREINAFTER COLLECTIVELY REFERRED TO AS "CLAIMING EMPLOYEE"), OR BY THE SPOUSE, DEPENDENT(S) OR PERSONAL REPRESENTATIVE OF SUCH CLAIMING EMPLOYEE WHICH IS FILED PRIOR TO, ON, OR AFTER THE CLOSING DATE, BUYER SHALL CAUSE THE LP TO PROCESS, DEFEND AND BE RESPONSIBLE FOR, AND SHALL INDEMNIFY SELLERS AGAINST ANY SUCH COMPENSATION CLAIM WHETHER THE INCIDENT OR ALLEGED INCIDENT GIVING RISE TO THE COMPENSATION CLAIM OCCURRED PRIOR TO, ON, OR AFTER THE CLOSING DATE, BUT ONLY TO THE EXTENT SUCH COMPENSATION CLAIM RELATES TO THE CLAIMING EMPLOYEE'S PERIOD OF EMPLOYMENT WITH THE LP; PROVIDED, HOWEVER, THAT THIS ARTICLE 12.5 SHALL NOT LIMIT SELLERS' OBLIGATIONS UNDER ARTICLE 10.5 OR BUYER'S RIGHTS WITH RESPECT TO ARTICLE 8.2.
(c) FROM AND AFTER THE CLOSING DATE, SELLERS SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS BUYER GROUP (INCLUDING THE LLC AND THE LP) FROM AND AGAINST THE CLAIMS OF PERSONNEL OR THEIR SPOUSES, DEPENDENTS OR PERSONAL REPRESENTATIVES DESCRIBED IN PARAGRAPHS (a) AND (b) ABOVE, BUT ONLY TO THE EXTENT SUCH CLAIMS RELATE TO PERIODS PRIOR TO PERSONNEL'S PERIOD OF EMPLOYMENT WITH THE LP OR ANY SUBSEQUENT PERIOD OF EMPLOYMENT WITH SELLERS OR THEIR AFFILIATES.
(d) Any liability or obligation under any plan, program, policy or practice of...
Liabilities and Indemnifications. 13.1 Nothing in this Agreement shall be construed as excluding or limiting a Party’s liability hereunder for Losses (including reasonable legal costs, expenses and fees) incurred by the other Party resulting from:
13.1.1 breach under Section 12;
13.1.2 indemnifications;
13.1.3 injury to life, physical integrity or health; and/or
13.1.4 action or omission committed intentionally.
13.2 Each Party’s liability under this Agreement for Losses incurred by the other Party resulting from
13.2.1 any action or omission that is committed by gross negligence by the liable Party shall not in the aggregate exceed 50% of the Remuneration already paid over the previous six (6) months for the Index which has given rise to the respective loss;
13.2.2 any action or omission that is committed by simple negligence by the liable Party shall not in the aggregate exceed 20% of the Remuneration already paid over the previous six (6) months for the Index which has given rise to the respective loss.
13.3 To the extent permitted by law, liability for indirect, consequential, punitive or similar damages, or for loss of profit or revenue is excluded. Liability pursuant to the indemnities set out in this Agreement or any other liability which cannot be excluded by law is not excluded or limited under this Agreement.
13.4 Each Party shall take all reasonable steps to mitigate the loss and damage it incurs in relation to any claim or action which it brings against the other Party.
13.5 Each Party’s claims for compensation shall fall under the statute of limitations after one year. The limitation period shall begin at the end of the calendar year in which: (i) the claim arose; and (ii) the claiming Party gained knowledge of the circumstances giving rise to the claim or would have gained knowledge of the circumstances giving rise to the claim if such Party had not acted with gross negligence.
13.6 Solactive shall not be liable for Losses arising out of any delay in or interruption of the performance of its obligations under this Agreement due to: (a) forces beyond its control, including, without limitation, political unrest, acts of war or terrorism, civil or military disturbances, nuclear or natural or medical catastrophes or acts of God; (b) interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services which have not been caused by intentional or grossly negligent conduct; it being understood that Solactive shall use reasonable efforts which...
Liabilities and Indemnifications. 5.1 Non-Assumption of Liabilities by Purchaser: Purchaser shall not assume, be liable for or obligated in any way for any debts, liabilities, commitments, or obligations of the Seller (or its predecessors) of any kind or nature whatsoever, whether absolute or contingent, liquidated or unliquidated, and whether or not accrued, matured, known or suspected ("Seller's Obligations") arising from the operation of the Club or the ownership of the Property prior to Closing, except for obligations arising under contracts which Purchaser agrees to assume in writing. It is further agreed and recognized that Seller, in disposing of the Property, does not assume any responsibility or liability whatsoever for any commitments, obligations, or debts incurred by Purchaser, its successors, arising from the ownership of the Property subsequent to the Closing, regardless of whether fixed, accrued or contingent. Seller shall remain fully and solely liable with respect to all of the Seller's Obligations. With regard to any Federal, State, or Local taxes (other than real estate taxes for the current year, which are to be prorated at Closing), Purchaser does not assume and shall not in any way be responsible or liable for such taxes, and the Assets and the Real Property shall not be subject to such taxes.
Liabilities and Indemnifications. 54 12.6 Conflicts.........................................................55
Liabilities and Indemnifications a. Bank shall not be liable for any action taken in good faith upon any proper instructions herein described or certified copy of any resolution of, the Board of Directors/Trustee/General Partner, and may rely on the genuineness of any such document which it may in good faith believe to have been validly executed.
b. The Fund agrees to indemnify and hold harmless the Bank and its nominee from all taxes, charges, expenses, assessments, claims and liabilities (including reasonable counsel fees) incurred or assigned against it or its nominee in connection with the performance of this Agreement, except such as may arise from negligent action, negligent failure to act or willful misconduct of Bank or its nominee.
