Liability and Obligations. At the Agreement Date, the Branch had no obligation or liability, whether accrued, absolute, contingent or otherwise, which was material to the financial condition, business or obligations of the Branch or which when combined with all similar obligations or liabilities, would have been material, which has not been reflected in the Branch financial records, or in the schedules referred to herein, nor does there exist a set of circumstances resulting from transactions effected or events occurring with respect to the Assets on or prior to the Agreement Date, or from any action omitted to be taken during such period which, to the knowledge of Seller, could reasonably be expected to result in any such material obligation or liability, except as disclosed in the financial records or in the schedules referred to herein.
Liability and Obligations of the Depositary, the Depositary's Agent or the Company. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to any holder of any Receipt, other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall incur any liability to any holder of any Receipt if by reason of any provision of any present or future law or regulation thereunder of the United States of America or any other governmental authority or, in the case of the Depositary, the Depositary's Agent or the Registrar, by reason of any provision, present or future, of the Company's Restated Articles of Incorporation, as amended (including the Certificate) or by reason of any act of God or war or other circumstance beyond their control, the Depositary, the Depositary's Agent, the Registrar or the Company shall be prevented or forbidden from doing or performing any act or thing which the terms of the Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur any liability to any holder of a Receipt by reasons of nonperformance or delay, caused as aforesaid, in performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement, other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in the Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished. The Deposit Agreement contains various other exculpatory, indemnification and related provisions, to which reference is hereby made.
Liability and Obligations. Holders acknowledge that the Depositary shall not incur any liability to any Holder or to any other person for any Losses suffered or incurred by such Holder or other person arising out of or in connection with the performance or non-performance of the Depositary’s obligations or duties arising under any provisions of the Deposit Agreement, or otherwise, except to the extent that such Losses directly result from its the Depositary’s gross negligence or wilful misconduct, in which case the maximum liability of the Depositary to all Holders, when combined with the maximum liability of the Depositary to the Client, shall not exceed the amounts paid hereunder by Client to Computershare as fees and charges, but not including reimbursable expenses, during the twelve months immediately preceding the event, act or omission for which recovery from Computershare is being sought. Except to the extent expressly provided in the preceding sentence, by holding a Depositary Receipt Holders agree and acknowledge that (i) the Holders release the Depositary from any and all liability in connection with or arising out of the Deposit Agreement or the transactions contemplated hereby and (ii) the Holders agree that they will not under any circumstance make any claim, bring any action or commence any legal proceedings against the Depositary under, or in connection with, the Deposit Agreement. The Depositary shall not incur any liability as a result of any act or omission to act on the part of any Custodian unless the Custodian has committed fraud or wilful misconduct in the provision of custodian services to the Depositary. Subject to the provisions of the Deposit Agreement, the Depositary and its agents shall not incur any liability to any Holder, the Company, or to any other person if, by reason of:
Liability and Obligations deemed to have occurred on the date of the first such error,omission or (a) Your Duty of Care.. You must exercise good faith and discrepancy). ordinary care in performing your obligations under the agreement. In (d) .
Liability and Obligations. 8.1 Each party agrees during the period of this Agreement and at all times thereafter to indemnify and hold harmless the other parties against any and all actions, suits, proceedings, claims, demands, costs, penalties, expenses (legal or otherwise) or losses whatsoever which may arise out of or in respect of or in any way connected with the conduct of the Project in that party’s laboratories or which any tests or trials that may be carried out in connection therewith or as a result of any act or omission of any servant or agent or sub-contractor of that party in respect of the foregoing.
8.2 Each party separately covenants and undertakes that the work done by that party under the Project including the carrying out of all tests and trials will at all times be conducted to the highest possible professional standards and in accordance with all applicable rules, regulations and conditions and in particular will indemnify the other parties against any actions suits or proceedings made against the other parties in respect of or in connection with the conduct of the work under the Project.
8.3 IDI shall be responsible for obtaining necessary regulatory approval (if any), by any and all government agencies, for conducting research and development work in the field of the Project in Australia. IDI shall deliver copies of all such approvals (if any) to Autogen within seven (7) days of receipt of such approvals by IDI. IDI may pay from the Funding the costs of any infrastructure required in order to obtain regulatory approval provided that the limitation for use of the Funding in clause 4.4 shall not be exceeded.
8.4 Autogen is a subsidiary of AWI, which is listed on the Stock Exchange. IDI is aware that the Corporations Law prohibits xxxxxxx xxxxxxx and shall use its best endeavours to ensure that its employees and contractors are also made aware of such prohibition. IDI is aware of the continuous disclosure requirements applicable to companies listed on the Stock Exchange and shall use its best endeavours to ensure that is employees and contractors are also aware of such requirements and shall advise Autogen in writing of any material advancements or developments as they occur.
Liability and Obligations. 13.1 All indemnities given under this clause, and elsewhere in this Agreement, are continuing and are not discharged until all of the obligations of the parties under this Agreement have been fully discharged.
13.2 SFBR shall at all times indemnify, hold harmless and defend Autogen and its respective officers, employees and agents (in this clause referred to as “those indemnified”) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any suit, action or proceeding by any person against any of those indemnified where such loss or liability was caused by any wilful, unlawful, or negligent act or omission of SFBR, it employees, agents, or sub-contractors in connection with this Agreement or by any Products infringing any person’s Intellectual Property rights where SFBR is or ought reasonably to have been aware of such rights or such infringement was caused by any wilful, unlawful or negligent act or omission of SFBR.
13.3 Autogen shall at all times indemnify, hold harmless and defend SFBR and its respective officers, employees and agents (in this clause referred to as “those indemnified”) from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any suit, action or proceeding by any person against any of those indemnified where such loss or liability was caused by any wilful, unlawful, or negligent act or omission of Autogen, its employees, agents, or sub-contractors in connection with this Agreement or by any Products infringing any person’s Intellectual Property rights where Autogen is or ought reasonably to have been aware of such rights and such infringement was caused by any wilful, unlawful or negligent act or omission of Autogen.
13.4 Each party agrees during the period of this Agreement and at all times thereafter to indemnify and hold harmless the other party against any and all actions, suits, proceedings, claims, demands, costs, penalties, expenses (legal or otherwise) or losses whatsoever which may arise out of or in respect of or in any way connected with the conduct of the Project in that party’s laboratories or with any tests or trials that may be carried out in connection therewith or as a result of any act or omission of any servant or agent or sub-contractor of that party in respect of the foregoing.
13.5 SFBR separately covenants and u...
Liability and Obligations. Each party acknowledges and agrees that they shall not represent themselves as an agent, partner, or legal representative of the other party. Furthermore, neither party shall be liable for the debts, obligations, or liabilities of the other party, nor shall any party have the authority to incur any debt, obligation, or liability on behalf of the other party.
Liability and Obligations. The “Istituto di Scienza e Tecnologie dell'Informazione X. Xxxxx (ISTI-CNR)” shall not be liable for any damage, direct or indirect suffered by the User or any third party for any technical problem, independent of the will of the Holder related to the access or the failure to access the data. In case of breach by the User of the provisions of this agreement, the same shall be intended as terminated without any prior notice with the right of the Holder to prohibit the access of the User to CoPhIR data and the obligation of the User to compensate for any direct or indirect damage connected to the incorrect use of CoPhIR. The User undertakes to hold the Holder free from any liability claim proposed by any third party in relation to damages suffered in connection with the use of the resources contained in CoPhIR not conforming to the applicable laws on copyright and protection of personal data.
Liability and Obligations. 8.1 Each party agrees during the period of this Agreement and at all times thereafter to indemnify and hold harmless the other party against any and all actions, suits, proceedings, claims, demands, costs, penalties, expenses (legal or otherwise) or losses whatsoever which may arise out of or in respect of the conduct of the R&D Program by that party or as a result of any unlawful or negligent act or omission of any servant or agent or sub-contractor of that party in respect of the foregoing.
8.2 Each party covenants and undertakes that the work under the R&D Program including the carrying out of all tests and trials will at all times be conducted to the highest possible professional standards and in accordance with all applicable rules, regulations and conditions.
8.3 Deakin University shall be responsible for obtaining necessary regulatory approval (if any), required by any and all government agencies, for conducting research and development work in the field of the Research Proposal and R&D Program in Australia. Deakin University shall deliver copies of all such approvals (if any) to Autogen Research within seven (7) days of receipt of such approvals by Deakin University.
8.4 Autogen Research is a subsidiary of Autogen Limited, which is listed on the Stock Exchange. Deakin University is aware that the Corporations Law prohibits xxxxxxx xxxxxxx and shall use its best endeavours to ensure that its employees and contractors are also made aware of such prohibition. Deakin University is aware of the continuous disclosure requirements applicable to companies listed on the Stock Exchange and shall use its best endeavours to ensure that its employees and contractors are also aware of such requirements and shall advise Autogen Research in writing of any material advancements or developments as they occur.
Liability and Obligations. The liability and obligations of each party hereto under each of their respective representations, warranties and covenants shall survive Closing and the execution and delivery of the Assignment, and shall remain in force and effect.
