Liabilities Other Than Civil Code Section 2782 Sample Clauses

Liabilities Other Than Civil Code Section 2782. 14.2.1 In the event Indemnitees shall have a claim made against them for, or become involved in litigation or arbitration because of, claims for personal injuries, death, property damage, liens, stop notices or charges of any kind against the site of the Project; Subcontractor’s failure to fulfill its obligations under the Agreement; claims under workers compensation acts, California Labor Code section 218.7, or any other employee benefit acts with respect to Subcontractor’s employees; violation of any federal, state or local law, regulation or code; infringements of patents, or violations of patent rights; or any other type of claims, damages, injury or loss arising out of or related to the activities of or the work performed (including any addenda to this Agreement, "extras" or claimed written or verbal change orders to this Agreement) by Subcontractor, its agents, employees, servants, suppliers or subcontractors (the “Liability”), it is the express intent of the parties to this Agreement that Subcontractor shall indemnify, defend and hold the Indemnitees harmless, to the maximum extent permitted by law, against any and all such claims, damages, injury, loss, liability and expense, including but not limited to, attorneys' fees, litigation costs and expert fees incurred as a result thereof. It is expressly agreed and understood by Subcontractor and Contractor that the obligations imposed upon Subcontractor by this provision are unequivocally binding, valid and enforceable and are intended to apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Subcontractor, and are enforceable even if it is claimed or established that Contractor or Owner was passively negligent, strictly liable in tort or otherwise responsible for any such claims, damages, injury, loss, liability or expense. Notwithstanding the foregoing, (i) Subcontractor shall not be obligated to indemnify the Indemnitees to the extent such Liability is caused by the negligence or willful misconduct of the Indemnitees; (ii) Subcontractor shall only be obligated to indemnify the Indemnified parties to the extent the Liability is determined by a court or forum of competent jurisdiction to arise from the negligence, intentional acts or willful misconduct of Subcontractor; and (iii) nothing herein shall be construed to require Subcontractor to indemnify the Indemnitees for Liability arising from the sole negligence or willful misconduct of the I...
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Related to Liabilities Other Than Civil Code Section 2782

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • General All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Definitions For purposes of this Agreement:

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

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