Liability and Indemnity Sample Clauses

Liability and Indemnity. 8.1. Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability cannot be excluded or limited as a matter of law. 8.2. Subject to clause 8.1 and without prejudice to any other provision of these Terms, the Client agrees that: 8.2.1. this Agreement states the full extent of XXXXXX’s obligations and liabilities in respect of the Works and performance of the Services; 8.2.2. UNDER NO CIRCUMSTANCES SHALL MIKROS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY LOSS OF REVENUE OR BUSINESS PROFITS, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL, LOSS OF USE OR CORRUPTION OF DATA OR SOFTWARE, WHETHER ON A DIRECT OR INDIRECT BASIS; 8.2.3. XXXXXX’s entire liability for any direct loss suffered by the Client under or in connection with this Agreement shall, subject to the limitations expressly set forth herein, not exceed the fees paid by the Client in accordance with this Agreement; and 8.2.4. this clause 8.2 is reasonable and necessary in the circumstances and, having regard to that fact, does not take effect harshly or unreasonably against the Client. 8.3. The Client shall indemnify and hold harmless MIKROS and its parent companies, affiliates and subsidiaries and their respective officers, directors, employees and agents (collectively, “MIKROS Indemnitees”) from and against all claims, judgements or proceedings and all costs, liabilities, losses, expenses and damages of any kind (including reasonable legal and other professional fees and expenses) awarded against, or incurred or paid by, any of the MIKROS Indemnitees as a result of or in connection with: 8.3.1. any defamatory, slanderous or libelous matter or invasion of privacy or any infringement or alleged infringement of a third party’s Intellectual Property Rights or other rights arising out of the supply or use of the Client Materials in relation to the Works and/or in the course of carrying out the Services; 8.3.2. any damage to property caused by XXXXXX in the course of carrying out the Services as a result of any act or omission of the Client (including its officers, employees, consultants, freelancers and agents); 8.3.3. the publication, processing, use, distribution and/or exhibition of the Client Materials; 8.3.4. XXXXXX carrying out any of Client’s written instruction(s) or...

Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract. b. The Contractor shall defend, indemnify and save harmless the City, its elected or appointed officials, agents and employees from and against any and all liability, suits, damages, costs (including attorney fees), losses, outlays and expenses from claims in any manner caused by, or allegedly caused by, or arising out of, or connected with, this contract, or the work or any subcontract thereunder (the Contractor hereby assuming full responsibility for relations with subcontractors), including, but not limited to, claims for personal injuries, death, property damage, or for damages from the award of this contract to Contractor, notwithstanding any possible negligence, whether sole or concurrent, on the part of the City, its officials, agents and employees. c. The Contractor shall indemnify and hold the City harmless from all wages or overtime compensation due any employees in rendering services pursuant to this agreement or any subcontract, including payment of reasonable attorneys’ fees and costs in the defense of any claim made under the Fair Labor Standards Act, the Missouri Prevailing Wage Law or any other federal or state law. d. The indemnification obligations of Contractor hereunder shall not be limited by any limitations as to the amount or type of damages, compensation or benefits payable by or for the Contractor, under any federal or state law, to any person asserting the claim against City, its elected or appointed officials, agents and employees, for which indemnification is sought. e. The indemnification obligations herein shall not negate, abridge or reduce in any way any additional indemnification rights of the City, its elected or appointed officials, agents and employees, which are otherwise available under statute, or in law or equity. f. Contractor affirms that it has had the opportunity to recover the costs of the liability insurance required in this agreement in its contract price. Contractor’s obligation under this agreement to defend, indemnify, and hold harmless any person from that person’s own negligence or wrongdoing is limited to the coverage an...

Liability and Indemnity. Without prejudice to any other terms of this Agreement, relating to the limitation of liability and provision of indemnities, the following clauses shall apply to our Electronic Services.

Liability and Indemnity. EXHIBITOR assumes sole responsibility and liability for all damages or injuries arising out of, resulting from, or in any manner connected with its exhibit (including installation and dismantling) that may be suffered by (a) EXHIBITOR and its employees and representatives, (b) other EXHIBITORS and their employees and representatives, (c) conference attendees, guests or visitors, (d) the HILTON CLEVELAND DOWNTOWN and the owners, employees and representatives thereof, and (e) any other persons lawfully on or about the convention premises. EXHIBITOR agrees to indemnify, defend and hold harmless JUMP$TART and its subsidiaries and affiliates, directors, officers, employees, agents, representatives, volunteers, successors and assigns, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorney’s fees, or disbursements of any kind or nature whatsoever, which may be imposed on, incurred by, or asserted against JUMP$TART or any of such indemnities in any way relating to or arising out of this Agreement (including EXHIBITOR’S breach of this Agreement) and/or EXHIBITOR’S use of exhibits or attendance at the Conference. EXHIBITOR further agrees to obtain, maintain and pay for general insurance coverage in amounts sufficient to insure against the liability assumed pursuant to the provisions of this section. Proof of such insurance shall be provided to JUMP$TART upon request. JUMP$TART shall not be liable for failure to deliver exhibit space to EXHIBITOR as contracted for herein due to causes beyond JUMP$TART’S control. In such event, JUMP$TART will reimburse fees paid hereunder, less expenses incurred by JUMP$TART, including advertising, administration and related expenses. Under no circumstances shall JUMP$TART be liable for any lost profits or any incidental, special, indirect, punitive or consequential damages whatsoever. JUMP$TART makes no representations or warranties, express or implied, regarding the CONFERENCE or regarding any other matters.

Liability and Indemnity. You agree that we shall not be liable for any default of any counterparty, bank, custodian or other entity which holds money on your behalf or with or through whom transactions are conducted. The Company will not be liable for loss suffered by you in connection to your funds held by us, unless such loss directly arises from our gross negligence, willful default or fraud.

Liability and Indemnity. The Developer and its contractor(s) shall be solely responsible for all labor, materials, equipment and work at the worksite. The Developer shall defend, indemnify, hold harmless and protect Citizens, their affiliates, employees, agents, officers, and directors (the “Citizens Indemnified Parties”), from and against any and all claims, demands, causes of action, liabilities, losses, damage, penalties, liens asserted by any party against the City, the Citizens Indemnified Parties, or their properties, costs (including reasonable attorneys' fees), and suits, including without limiting the generality of the foregoing, those claims, demands, causes of action, liabilities, losses, damage, penalties, liens, costs (including reasonable attorneys' fees), and suits for which the Citizens Indemnified Parties may be, or may be claimed to be, liable through negligence or otherwise, for death, personal injury, illness or loss or damage to property, or economic loss alleged to arise out of, result from, relate to, or be in any manner connected with activities of the Developer or the services provided by the Citizens Indemnified Parties under this Agreement. The Developer shall provide such defense and indemnity whether the claim, demand, cause of action, lien, or suit alleges that the occurrence, omission, action, liability, loss, or damage was caused or contributed to by the concurrent, joint comparative, active or passive negligent act or omission of any Citizens Indemnified Party, except that the Developer assumes no liability for the negligent acts or omissions of any Citizens Indemnified Party, their employees, agents, officers, and directors, which, without contributory fault on the part of the Developer, its contractor(s), subcontractor(s), or their employees, agents, officers, or directors, is the sole cause of loss, damage to person or property, or injury to or death of any person. The Citizens Indemnified Parties shall give the Developer prompt written notice of any lien or claim for which indemnification is sought hereunder. The Developer shall at its own expense assume the defense of such lien or claim with counsel selected in consultation with the Citizens Indemnified Parties; provided, however, that the Developer shall not be entitled to settle any lien or claim against the Citizens Indemnified Parties without the prior written consent of the Citizens Indemnified Parties, which consent shall not be unreasonably withheld. The Citizens Indemnified Parties sha...

Liability and Indemnity. 17.1 Neither Party may limit its liability for personal injury or death caused by negligence, fraud or fraudulent representation. 17.2 Subject to clause 17.1, the Authority does not accept any liability to the Grantee or to any third Party for any costs, claims, damage or losses however they are incurred. 17.3 The Grantee agrees to indemnify the Authority for any costs, claims, damage or losses which arise as a result of negligence by the Grantee or out of any breach by the Grantee of any terms of this Grant Contract.

Liability and Indemnity. IUCN shall not be held liable for any damage caused or sustained by the Consultant, including any damage caused to its employees and / or third parties as a consequence of or during the provision of the Services or the implementation of the Present Agreement.

Liability and Indemnity. 1. The Transfer Agent shall be liable hereunder for any loss, cost, expense or damage, including reasonable counsel fees, which result from the acts or omissions to act of the Transfer Agent, its agents or attorneys-in-fact, in breach of this Agreement or when such acts or omissions to act constitute negligence, bad faith or willful misconduct. 2. So long as the Transfer Agent has acted or omitted to act in good faith, without negligence or willful misconduct, the Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in connection with its duties under this Agreement and in reliance upon or pursuant to: (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape received by the Transfer Agent from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer, or resolution of the Fund's Board; or (vi) any opinion of legal counsel for the Fund. The Transfer Agent will notify the Fund prior to incurring any expense (including attorney's fees) in connection with any claim, demand or liability for which it may seek indemnification from the Fund hereunder. The Fund will be entitled to assume the defense of any suit brought to enforce any such claim, demand or liability, and in such case, such defense will be conducted by counsel of good standing chosen by the Fund and approved by the Transfer Agent, such approval not to be unreasonably withheld. The Fund will not settle any such action without the prior written consent of the Transfer Agent, if such settlement would require the Transfer Agent to perform any action or incur any liability not otherwise required by this Agreement. The Transfer Agent will not, without the Fund's prior written consent, settle any claim, demand or liability for which the Fund will be asked for indemnification hereunder. The Fund's indemnity of the Transfer Agent h...

Liability and Indemnity. 20.1 Subject to clause 20.2, none of the Hospital, the Agent or the Company shall (except in the case of death or personal injury caused by its negligence or in the case of its fraudulent misrepresentation or in other circumstances where liability may not be so excluded or limited under any applicable law) be liable to any of the Hospital, the Agent or the Company (as relevant) in contract, tort, negligence, breach of statutory duty or otherwise for loss of profit, loss of data, use, anticipated savings, goodwill, reputation or opportunity, economic loss and/or any consequential or indirect loss or damage, costs or expenses incurred or suffered by the other party as a result of any breach by the relevant party of the terms of this Agreement. 20.2 The Company hereby indemnifies the Hospital and the Agent, their officers and agents, in full and shall keep the Hospital and Agent and such officers, and agents indemnified from and against all claims, demands, actions and proceedings made or brought against the Hospital, the Agent, their officers or agents, and all damages, losses, costs and expenses (including legal and other professional advisers' fees) whatsoever arising under statute or at common law whether or not foreseeable at the date of entering into this Agreement, incurred or suffered by the Hospital, the Agent or their agents or officers, whether directly or indirectly in respect of: 20.2.1 the breach or non-performance of any provision of clauses 4.5, 16 or 19 of this Agreement by the Company, or 20.2.2 any damage to any property or to persons, including personal injury arising out of or in the course of or in connection with the Project except in so far as such liability arises out of the negligence or wilful misconduct of the Hospital. 20.3 The Company shall promptly notify the Hospital and the Agent if any claim or demand is made or action brought against the Company for infringement or alleged infringement of the Intellectual Property Rights of a third party in connection with the performance of the Project. 20.4 The Company shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Company, arising out of the Company's performance of the Agreement. 20.5 The Company shall produce to the Hospital and the Agent, on request, copies of all insurance policies referred to in this clause or other evidence confirming the existenc...