Liability and Remedies. Compliance with the insurance requirements of this Charter shall not limit the liability of the School, its subcontractors, its sub-subcontractors, its employees or its agents to the Sponsor or others. Any remedy provided to the Sponsor or its members, officers, employees, or agents by the insurance shall be in addition to and not in lieu of any other remedy available under the Charter or otherwise.
Liability and Remedies. Compliance with the insurance requirements of this Contract shall not limit the liability of the School, its subcontractors, its sub- subcontractors, its employees or its agents to the Sponsor or others. Any remedy provided to the Sponsor or its members, officers, employees, or agents by the insurance shall be in addition to and not in lieu of any other remedy available under the Contract or otherwise.
Liability and Remedies. 15.1 If the Supplier fails to deliver the Goods by the applicable date, Crown Agents shall, without limiting its other rights or remedies have one or more of the following rights:
a. to terminate the Contract with immediate effect by giving written notice to the Supplier;
b. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
c. to recover from the Supplier any costs incurred by Crown Agents, the Principal or the End-User in obtaining substitute goods from a third party;
d. to claim damages for any additional costs, loss or expense incurred by Crown Agents, the Principal or the End-User which are in any way attributable to the Supplier’s failure to meet such dates.
15.2 If the Supplier has delivered Goods that do not comply with any of the conditions in clause 3 and/or any of the guarantees in clause 7 then, without limiting its other rights or remedies, Crown Agents shall have one or more of the following rights, whether or not the Goods have been accepted:
a. to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense;
b. to terminate the Contract with immediate effect by giving written notice to the Supplier;
c. to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
d. to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
e. to recover from the Supplier any expenditure incurred by Crown Agents, the Principal or the End-User in obtaining substitute goods from a third party; and
f. to claim damages for any additional costs, loss or expenses incurred by Crown Agents, the Principal or the End-User arising from the Supplier’s failure to supply the Goods in accordance with the conditions in clause 3 and any of the guarantees in clause 7.
15.3 The Supplier shall indemnify and keep indemnified Crown Agents and their Principal and the End-User in full against all costs, expenses, damages and losses (whether direct or indirect), including, without limitation, any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Crown Agents as a result of or in connection with:
a. any claim made against Crown Agents or against the End-User by a third party for death, personal injury or damage to property arising out of or in connection with, defects in the Goods, to the extent that the d...
Liability and Remedies. (a) At, and downstream of, the Delivery Point the Buyer shall be deemed to be in exclusive possession and control of the Gas and fully liable and responsible for its arrangements, appurtenance and properties including all gas pipelines used by Buyer downstream of the Delivery Point and the Buyer’s Facilities. Accordingly, the Buyer covenants and agrees to fully protect, indemnify and hold the Sellers, its Affiliates and its and their officers, employees and agents harmless against any and all claims, liabilities, costs, expenses, damages, or losses which may be made, asserted or brought against the Sellers whether by the Buyer, its employees or agents or by third parties, on account of damage or injury to property or person or loss of life resulting from, arising out of or in connection with the installation, presence, maintenance or operation of the intake arrangements, appurtenance and properties of the Buyer or relating to the possession and handling of any Gas supplied under this Agreement and further defend the Sellers at the Buyer’s sole expense in any litigation involving the Sellers, its Affiliates and its and their officers, employees and agents in connection with matters referred to in this Clause 21(a).
(b) The Sellers shall be deemed to be in exclusive possession and control of the Gas upstream of the Delivery Point(s) and fully liable and responsible for its arrangements, appurtenance and properties including the Sellers’ Facilities. Accordingly, the Sellers covenant and agree to fully protect, indemnify and hold the Buyer and their officers, employees and agents harmless against any and all direct claims, liabilities, costs, expenses, damages, or losses which may be made, asserted or brought against the Buyer whether by the Sellers, its employees or agents or by third parties, on account of damage or injury to property or person or loss of life resulting from, arising out of or in connection with the operation of the intake arrangements, appurtenance and properties of the Sellers and further defend the Buyer at the Sellers’ sole expense in any litigation involving the Buyer and officers, employees and agents in connection with matters referred to in this Clause 21(b).
(c) The Parties recognise that, with respect to breaches of this Agreement (and acts or omissions which constitute breaches), their relationship is contractual and that neither Party shall have any claim against the other Party in tort with respect to such breaches. Remedies set...
Liability and Remedies. (a) Boston Advisors shall not be liable for any loss suffered by the Trust in connection with the performance of Boston Advisors' obligations and duties under this Agreement, except to the extent that such loss results from negligence or willful misconduct in the performance of, or omission to perform, such obligations and duties. Boston Advisors shall not be deemed to have been negligent or to have engaged in willful misconduct with respect to any incorrect calculations of net asset value per share ("pricing errors") to the extent that a pricing error is based upon prices furnished by an independent pricing service prudently selected by Boston Advisors, provided that in the event that Boston Advisors receives a price from a pricing service for any security owned by the Trust which results in a pricing variance in excess of 10% of the prior business day's price for such security, Boston Advisors shall notify, via fax, the investment manager of the Trust of such pricing variance by 5:45 P.M. on the date that the pricing variance occurs.
(b) Notwithstanding the provisions of Section 7(a), Boston Advisors shall be liable for any loss to the Trust resulting from a pricing error caused by Boston Advisors' own negligence to the extent that such loss resulted from an error in computation by Boston Advisors unless and to the extent that such pricing error resulted from incorrect information supplied or necessary information not provided by the Fund or any of its agents.
(c) In the event of a pricing error, Boston Advisors shall correct such error promptly upon discovery and, if Boston Advisors is liable to the Trust for such error under this Section 7, Boston Advisor (acting through the Trust's transfer agent, but at the direction and responsibility of Boston Advisors), may seek to mitigate the loss or dilutive effect to certain shareholders resulting therefrom by adjusting share balances to the extent practicable for transactions executed while such error was in effect to reflect balances that should have resulted in the absence of such error ("reprocessing"), provided however that Boston Advisors shall not reprocess any account after 30 days after such error occurred (with each business day that such error occurred being considered a separate error) without the consent of the Trust.
(d) For purposes of a pricing error for which Boston Advisors is liable under this Section 7, the Trust may have incurred a loss or there may have been dilution with respect to certa...
Liability and Remedies. 5.1 Subject to sub-clause 23.1 of the Framework Agreement, NGED's liability under this Self Inspection EOC Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed £5,000 (five thousand pounds) per event or series of connected events.
5.2 Notwithstanding sub-clause 23.8 of the Framework Agreement, the Connection Provider accepts unlimited liability for and shall indemnify the Indemnified Parties and keep them indemnified against any fine, penalty, charge or similar sum claimed by a regulatory body (and all associated legal costs incurred) from an Indemnified Party due to Self Inspection EOC Default by the Connection Provider under this Self Inspection EOC Agreement.
5.3 The Connection Provider will not be liable for loss or damage arising from NGED's negligence or NGED's wilful failure to fulfil its responsibilities under this Self Inspection EOC Agreement.
5.4 Subject to sub-clause 23.1 of the Framework Agreement and clause 5.3 of this Self Inspection EOC Agreement, the Connection Provider shall indemnify each Indemnified Party and keep each Indemnified Party indemnified fully at all times against all demands, damages, losses, costs (including reasonable legal costs), expenses and charges arising from:
(a) damage to the property of an Indemnified Party;
(b) death or personal injury of any person; and
(c) all claims by third parties, caused by or attributable to any act or omission by the Connection Provider in relation to this Self Inspection EOC Agreement.
5.5 The Connection Provider undertakes and agrees to take out and maintain all necessary insurance cover in full force and effect at its own cost with an insurance office of repute to cover its liabilities under this Self Inspection EOC Agreement to the extent as would be reasonably expected.
5.6 The Connection Provider shall produce at NGED’s reasonable request a copy of the insurance policy or policies relating to this Self Inspection EOC Agreement and the relevant renewal receipts for inspection by NGED.
5.7 The sum insured shall not be less than £5,000,000 for any one event or series of connected events. The Connection Provider shall not self-insure its liabilities under this Self Inspection EOC Agreement without the written consent of NGED.
Liability and Remedies. SECTION 8.1 Liability 35 SECTION 8.2 Limitation of Liability 35 SECTION 8.3 Equitable Remedies Permitted 35 SECTION 9.1 Nondisclosure 36 SECTION 9.2 Survival 36 SECTION 9.3 Information Security 36 SECTION 9.4 Data Privacy 36 SECTION 10.1 Successors and Assigns 38 SECTION 10.2 No Third Party Beneficiaries 38 SECTION 10.3 Waiver 38 SECTION 10.4 Unenforceability 38 SECTION 10.5 Headings 38 [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission
Liability and Remedies. 9.1 Saltwell shall ensure that the Products comply with the latest quality specifications provided by Saltwell.
9.2 Except as set forth in Section 9.1, the Products are provided on an “as is” basis, and Saltwell disclaims any other responsibilities, liabilities, warranties and representations, whether express or implied, including implied warranties of merchantability, title, fitness for a particular purpose and non-infringement.
9.3 If the Products would not comply with the quality specification as set out in Section 9.1, Saltwell shall, at its sole discretion and as the sole and exclusive remedy, either (i) refund the corresponding part of the Purchase Price or (ii) deliver substitute Products that comply with the quality specification. If the breach constitutes a material breach of the Agreement, the Customer shall have the right to terminate the Agreement in accordance with Section 15.1.
9.4 Further, if the Products would not comply with the quality specification as set out in Section 9.1, the Customer must notify Saltwell in writing within five (5) Business Days from the time the Products have been delivered in accordance with Section 5. If the Customer fails to do so, the Customer has lost the right to claim that the Products are not delivered in accordance with this Agreement. The written notice shall be specified and state why the Products are not provided in accordance with the Agreement as well as the time for delivery of the relevant Products.
9.5 The Customer shall, upon Xxxxxxxx’s request, return the Products subject to a claim, whereby Saltwell shall pay for the shipping. The Customer undertakes to follow Xxxxxxxx’s instructions on how the shipping of the returned goods shall be made.
9.6 In the event Xxxxxxxx has not delivered the agreed quantities of the Products, the delivery shall not be considered defective but delayed. For the avoidance of doubt and as set out in Section 5.3, Xxxxxxxx shall not be liable for any delays in relation to the Products.
Liability and Remedies. 10.1. If a party does not comply with one or more obligations in the Service Agreement, the other party can (without prejudice to any other right or remedy) exercise any one or more of the following rights or remedies:
10.1.1. Require the party to comply with the Service Agreement; and
10.1.2. Claim compensation for such damages as have been sustained in connection with the breach (or breaches) of the Service Agreement.
10.2. MTI² shall not be liable for any act or omission in the course of, or connected to, providing the Services, except to the extent that such liability directly arises out of negligence or willful misconduct of MTI² or failure to comply with its standard of care herein. Mti² will not be responsible for any damage the Client may incur in following or declining to follow any advice or recommendation of MTI². The parties recognize and agree that the effectiveness of the Services and the success of any action undertaken by the Client in response thereto are not guaranteed or warranted by MTI² in any respect.
10.3. The maximum aggregate liability of MTI² to the client under or in connection with the Service Agreement shall not exceed 50% of the total contracted sum per year of the engagement.
Liability and Remedies. A Shareholder shall be liable for the actions of the members of the Management Board nominated by it, and for the actions of the representatives, employees, members of the governing bodies and advisors of the Shareholder and of other persons that the Shareholder uses for the performance of its rights and/or obligations or uses permanently in its economic activities as for its own actions.
