Liabilities and Indemnities Equitable Sample Clauses

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Liabilities and Indemnities Equitable. Each Party agrees that the foregoing liabilities and indemnities are reasonable and equitable.

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• Liabilities and Indemnities In the event of any claim or proceeding in respect of personal injury made or brought against the Trial Site by a Participant, the Sponsor shall indemnify the Trial Site, its Agents and employees in accordance with the terms of the indemnity set out in Appendix 3 hereto. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of either Party that cannot be so restricted or excluded in law. In no circumstances shall either Party be liable to the other Party in contract, tort or delict (if the Trial Site is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.2 and 5.5 the Trial Site’s liability to the Sponsor arising out of or in connection with any breach of this Agreement or any act or omission of the Trial Site in connection with the performance of the Clinical Trial shall in no event exceed the amount of fees payable by the Sponsor to the Trial Site under this Agreement. In the case of equipment loaned to the Trial Site for the purposes of the Clinical Trial, the Trial Site’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. For clarity, the “fees payable” are the total sum of the amounts specified in Appendix 4 based on the full enrolment of Participants for the full period of the Clinical Trial. In respect of any wilful and / or deliberate breach by the Trial Site, or any breach of Clauses 6, 8, 10 or 11 the Trial Site’s liability to the Sponsor arising out of or in connection with the breach shall not exceed two times the value of the Agreement. For clarity, the “value of the Agreement” is the total sum of the amounts specified in Appendix 4 based on the full enrolment of Participants for the full period of the Clinical Trial. The Sponsor will take out appropriate insurance cover or will provide an indemnity satisfactory to the Trial Site in respect of its potential liability under Clause 5.1 above and such cover shall be for a minimum of [INSERT AMOUNT] as detailed in the certificate of insurance provided by the Sponsor to the Trial Site. Where the Trial Site is established in England, the Clinical Negligence Scheme for General Practice will provide cover for clinical negligence in the conduct of the Clinical Trial. For Trial Sites established in Northern Ireland, Scotland or Wales, the Trial Site represents that its Principal Investigator and Personnel shall have adequate insurance or indemnity arrangements in place to cover against clinical negligence in the conduct of the Clinical Trial, until the completion of the Clinical Trial. The Sponsor shall produce to the Trial Site on request, copies of insurance certificates, together with evidence that the policies to which they refer remain in full force and effect, or other evidence concerning the indemnity. If the Trial Site is established in Northern Ireland, Scotland or Wales it shall produce to the Sponsor on request evidence of appropriate insurance or indemnity. The terms of insurance, or of the relevant NHS clinical negligence indemnity scheme(s), or the amount of cover, shall not relieve either Party of any liabilities under this Agreement. Nothing in this Agreement will operate to limit or exclude any liability for fraud. Data Protection The Parties agree: To comply with all Data Protection Laws and Guidance in Processing the Personal Data of actual and potential Participants. This Clause 6 is in addition to and does not replace, relieve or remove a Party’s obligations or rights under the Data Protection Laws and Guidance. When one Party is Processing Personal Data, as Controller, for which the other Party is at that time a separate and independent Controller, to promptly and without undue delay, notify and inform that other Party in the event of any Personal Data Breach that relates to that Personal Data.

• LIABILITIES AND INDEMNIFICATION SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with:

• Liability and Indemnities Alberta Innovates shall not be liable in any way whatsoever to the Applicant or any of its directors, officers, employees, agents, personal legal representatives and/or heirs for any losses, damages or claims, including but not limited to indirect, incidental, consequential, or special damages or any loss of profits, loss of business opportunity, loss of revenue, or any other loss or injury suffered or arising in any way whatsoever in the course of the Project, whether arising before or after submitting an Application or entering into the Investment Agreement with Alberta Innovates. The Applicant agrees to indemnify, defend and hold harmless Alberta Innovates, its directors, officers, employees and agents against and from any and all third party claims, demands, actions and costs whatsoever (including legal costs on a solicitor and his own client full-indemnity basis) that may arise directly or indirectly out of any act or omission of the Applicant, or any of its directors, officers, employees, contractors, agents or legal representatives or the negligence or tortious act or willful misconduct of the Applicant or any of its directors, officers, employees, contractors, agents or legal representatives in relation to their obligations under this Investment Agreement. This section will survive termination or expiry of this Investment Agreement.

• Liabilities and Remedies 57.7.1 If CLEC or an employee, agent or contractor of CLEC, at any time breaches a provision of this Section 57 and such breach continues after notice thereof from CenturyLink, then, except as otherwise required by Applicable Law, CenturyLink shall have the right, upon notice to CLEC, to suspend or terminate the right to use CenturyLink OSS services granted by Section 57.1 above and/or the provision of CenturyLink OSS services, in whole or in part.

• Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

• RELEASE OF LIABILITIES AND CLAIMS Except as otherwise provided in this Agreement, each Spouse hereby releases the other from all interspousal obligations, whether incurred before or after the effective date, and all claims to the property of the other. This release extends to all claims based on rights that have accrued before the marriage, including, but not limited to, property and support claims. The Couple have considered such claims in this Agreement.

• Costs, Expenses, Liabilities and Obligations The Developer shall be responsible for all costs, expenses, liabilities and obligations imposed under or incurred in order to satisfy the terms of this Agreement and all Federal, Provincial and Municipal laws, by-laws, regulations and codes applicable to the Lands.