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.
Liability and Indemnities. Save where alternative arrangements regarding liabilities and indemnities are agreed in writing between the Participating Bodies, the following shall apply. The Host Practice shall accept responsibility for, and shall at all times indemnify the Sending Body and Staff Members fully against, and hold them harmless from, all civil liabilities and in respect of or consequent on any illness, injury, death, damage or costs suffered, sustained or incurred arising out of or in connections with: any act or omission on the part of a Staff Member during or in connection with a Vaccination Session; or any act or omission by the Host Practice or its employees or agents during or in connection with a Vaccination Session. It is agreed and understood that Staff Members will be carrying out NHS primary medical services on behalf of the Host Practice and therefore will have the benefit of the CNSGP indemnity arrangements in respect of relevant liabilities covered by those arrangements. The Host Practice is required to ensure that it maintains appropriate and adequate insurance cover in respect of all non-clinical liabilities that may arise in connection with the delivery of the Vaccination Programme or participation in any Vaccination Session by any Staff Members, save for professional indemnity liabilities, which will be the responsibility of the relevant Staff Member. The Participating Bodies hereby indemnify each other against any and all claims, liabilities, actions, proceedings, costs (including legal fees), losses, damages, fines, expenses and demands suffered or incurred by any other Participating Body arising out of or resulting from the acts or omissions of the indemnifying Participating Body in respect of its employment or engagement of a Staff Member including but not limited to: its breach of this MOU; in the case of a Sending Body, the employment/engagement or termination of employment/engagement of the Staff Member; or in the case of the Host Practice, any actions it undertakes relating to a Staff Member during a Transfer Period and including, where no other indemnity arrangements provided for by NHS Resolution may apply, liability for personal injury, accident or illness suffered, breach of contract or in tort, unfair dismissal, equal pay, discrimination of any kind or under any legislation applicable in the United Kingdom.
Liability and Indemnities. (a) Each of the Sellers, the Master Servicers and TMSI shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Sellers, the Master Servicers or TMSI, as the case may be, under this Agreement.
(b) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee and the Indenture Trustee and their officers, directors, employees and agents from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein (except any such income taxes arising out of fees paid to the Eligible Lender Trustee or the Indenture Trustee), including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes and costs and expenses in defending against the same.
(c) Each of the Sellers, individually, and TMSI shall jointly and severally indemnify, defend and hold harmless the Issuer, the Eligible Lender Trustee, the Indenture Trustee, the Certificateholders, the Noteholders and the Surety Provider and the officers, directors, employees and agents of the Issuer, the Eligible Lender Trustee, the Indenture Trustee and the Surety Provider from and against any and all costs, expenses, losses, claims, damages and liabilities arising out of, or imposed upon such Person through, (i) such Seller's willful misfeasance, bad faith or negligence in the performance of their duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) such Seller's, the Issuer's or the Eligible Lender Trustee's violation of Federal or state securities laws in connection with the offering and sale of the Notes and the Certificates.
(d) The Sellers and TMSI shall be liable as primary obligors for, and shall indemnify, defend and hold harmless the Eligible Lender Trustee and its officers, directors, employees and agents from and against, all costs, expenses, losses, claims, damages, obligations and liabilities arising out of, incurred in connection with or relating to the Trust Agreement, the other Basic Documents, the Trust Estate, the acceptance or performance of the trusts and duties set forth herein and in the Trust Agreement or the action or the inaction of the Eligible Lender Trustee hereunder and under the Trust Agreement, except to the extent that such cost, expense, loss, claim, damage, obligation or lia...
Liability and Indemnities. 9.1 The MRO shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with:
(a) any breach by the MRO of the warranties contained in Clause 4.3 and Clause 5;
(b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use by MedCo or Authorised Users of the Case Data and Expert Data.
9.2 Notwithstanding that MedCo shall use its reasonable endeavours to procure that the Database Data is accurate, the MRO acknowledges and agrees that:
(a) the Database Data has been supplied by third parties (which may include the MRO and or its Personnel);
(b) MedCo has no control whatsoever over the accuracy, completeness and or usefulness (for a specified purpose or otherwise) of that data; and
(c) MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness and or suitability of the Database Data.
9.3 To the extent necessary and to the fullest extent permitted by law, MedCo hereby excludes all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Database Data in that regard.
9.4 The maximum aggregate liability of MedCo under or in connection with this User Agreement, in respect of all claims by the MRO against MedCo giving rise to the liability of MedCo, whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise, shall not exceed the greater of 100% of Charges paid by the MRO to MedCo during the preceding 12 month period pursuant to this User Agreement or the sum of £500.
9.5 With the exception of liability under an indemnity, which shall be unlimited, neither Party shall be liable to the other Party under this User Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise....
Liability and Indemnities. (a) The Supplier and its Personnel enter the Company’s sites and premises at the Supplier and its Personnel’s own risk.
(b) Subject to clause 7(f), the Supplier is liable for and must indemnify the Company and keep it indemnified from and against any liability and any loss or damage of any kind whatsoever arising out of or in connection with any negligent act, negligent omission or breach of this Agreement by the Supplier or its Personnel.
(c) The Supplier will indemnify the Company against all claims in regard to wages that may become due and payable to the Supplier’s employees and the employees of its subcontractors and all claims of its subcontractors and contractors of goods, labour or services provided in connection with the performance of this Agreement.
(d) Neither party is liable to the other party for any loss of use, loss of revenue, loss of profit, loss of product or production, business interruption, loss of business opportunity, loss of savings, loss of use of capital or loss of goodwill arising out of or in connection with this Agreement except in relation to:
(i) any liability in respect of death or injury to persons or damage to property;
(ii) loss or liability to the extent that the Supplier is indemnified for the liability under any policy of insurance that it is required to maintain under this Agreement or would have been indemnified if it had complied with its obligations under this Agreement and the insurance policies;
(iii) breach of clause 12;
(iv) liability for wilful misconduct in breach of this Agreement which has substantial harmful consequences for the other party (including an intentional unlawful abandonment of this Agreement); or
(v) conduct which is so grossly careless that it amounts to a reckless disregard for the harmful, foreseeable and avoidable consequences which may result from it.
(e) Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties, and survives termination, completion or expiration of this Agreement.
(f) Notwithstanding any other provision of this Agreement, the Supplier is not required to indemnify the Company for any liability to pay a fine for an offence under the Work Health and Safety Act 2020 (WA) or any regulations made thereunder.
Liability and Indemnities. 17.1 In accordance with section 14Z3 of the NHS Act 2006, the Member CCGs retain liability in relation to the exercise of the Joint Functions.
Liability and Indemnities. 48.48Liability and Indemnities Neither Party excludes or limits liability to the other Party for: death or personal injury caused by its negligence; or fraud; or fraudulent misrepresentation; or any breach of any obligations implied by Section 2 of the Supply of Goods and Services Xxx 0000. Subject to Clauses 1.159 and 1.161, the Contractor shall indemnify the Agency and keep the Agency indemnified fully against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of the Services or the performance or non-performance by the Contractor of its obligations under the Contract or the presence of the Contractor or any Staff on the Agency Premises, including in respect of any death or personal injury, loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Contractor, or any other loss which is caused directly or indirectly by any act or omission of the Contractor. The Contractor shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Agency or by breach by the Agency of its obligations under the Contract. Subject always to Clauses 1.158 and 1.162: the aggregate liability of a Party for any and all Defaults by that Party resulting in loss of or damage to the property of the other Party shall in no event exceed five million pounds [£5,000,000]; and the annual aggregate liability of either Party for any and all Defaults (other than a Default governed by Clauses 29, 30, 33, 36, 401.122, 1.161.1(a) or paragraphs 2.2, 2.4 or 3.5 of the Staff Transfer Schedule shall in no event exceed one million pounds [£1,000,000] Subject always to Clause 1.158, in no event shall either Party be liable to the other for any: indirect loss of profits, business, revenue or goodwill; and/or indirect loss of savings (whether anticipated or otherwise); and
Liability and Indemnities. 14.1. The Supplier acknowledges that if it enters any Site, it does so at its own risk. The Supplier must ensure that its Personnel are also aware that they enter any Site at their own risk.
14.2. The Supplier will be liable for, and will indemnify each Group Company and keep each Group Company indemnified from and against any liability, loss, charges, costs, expenses or damage of any kind whatsoever (including, without limitation, legal fees and expenses) arising directly or indirectly from:
(a) the performance, non-performance or purported performance or any breach or delay in performance any of the terms and conditions of this Agreement (including any warranty);
(b) any negligence or wilful misconduct of the Supplier or its Personnel in connection with this Agreement;
(c) any claim made against the Group Company by a third party to the extent that the claim results from or is a consequence of the performance, non-performance, purported performance, breach, negligent performance or failure or delay in performing this Agreement by the Supplier or its Personnel (including any warranty);
(d) any personal injury, illness or death of any person or damage to any property or any other loss or damage of any kind whatsoever caused or contributed to by:
(i) the performance or purported performance of the Supplier’s obligations under this Agreement; or
(ii) the entry onto, and the activities undertaken on and in, any Site by the Supplier or its Personnel; and
(e) any claim made against the Group Company by any of the Supplier’s Personnel including in respect of any relevant legislation concerning income tax, workers’ compensation, annual leave, long service leave, superannuation or any applicable award, determination or agreement of a competent industrial tribunal, except to the extent that such liability, loss or damage is directly caused by the negligence or wilful misconduct of the Group Company or its Personnel.
14.3. Each indemnity in this Agreement is a continuing obligation separate and independent from the Supplier’s other obligations and survives completion or termination of this Agreement.
14.4. It is not necessary for a Group Company to make payment before enforcing a right of indemnity conferred by this Agreement.
14.5. Notwithstanding any other provision of this Agreement and to the extent permitted by law, each Group Company will not in any circumstances be liable to the Supplier or any person claiming through the Supplier for any:
(a) indirect, conse...
Liability and Indemnities. 8.1 The MRO shall indemnify MedCo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by MedCo arising out of or in connection with:
(a) any breach by the MRO of the warranties contained in clause 4;
(b) any claim made against MedCo for actual or alleged infringement of a third party's intellectual property rights.;
8.2 The maximum aggregate liability of MedCo under or in connection with this Agreement in respect of all claims by the MRO against MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise shall not exceed 100% of Charges paid by the MRO to MedCo pursuant to this Agreement.
8.3 With the exception of liability under an indemnity, which shall be unlimited, neither party shall be liable to the other party under this Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise.
8.4 Nothing in this Agreement shall limit the liability of any party for death or personal injury caused by the negligence of that party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this Agreement.
8.5 Unless expressly stated to the contrary, each party shall ensure that its Personnel comply with the terms and conditions set out in this Agreement (as appropriate). Each party shall be liable for the actions or omissions of its Personnel) as if they were actions or omissions of the relevant party.
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. Further and without limiting the generality of the foregoing, in the event that any taxing authority, for whatever reason, seeks payment of any taxes from Alberta Innovates in respect of this Agreement, the Applicant agrees to indemnify Alberta Innovates from any such payments, including any fines, interest, or penalties related thereto, and the Applicant further agrees that Alberta Innovates may set off an amount equal to any such taxes (including applicable fines, interest and penalties) from any portions of the Investment owing to the Applicant. This section will survive termination or expiry of this Investment Agreement.
