LIABILITY FOR NONPERFORMANCE Sample Clauses

LIABILITY FOR NONPERFORMANCE. Xxxxxx shall not have any liability to Ventiv for failure to perform its obligations hereunder unless such failure arises out of, directly or indirectly, the willful misconduct on the part of Xxxxxx. Xxxxxx shall not be required to perform any Service (or any part of any Service) to the extent that performance of such Service (or such part of such Service) would violate any law, rule or regulation. In no event shall Xxxxxx be liable for any Services provided or the failure to provide any Services for an amount in excess of the compensation payable to Xxxxxx in respect of such Services pursuant to Section 4.1 hereof. In no event shall any party be liable hereunder for consequential, incidental or punitive damages.
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LIABILITY FOR NONPERFORMANCE. None of the parties hereto nor any subsidiaries of such parties shall have any liability to each other for failure to perform its obligations hereunder unless such failure arises out of, directly or indirectly, the misconduct or gross negligence on the part of the nonperforming party. Seafield shall not be required to perform any Service (or any part of any Service) to the extent that performance of such Service (or such part of such Service) would violate any law, rule or regulation.
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LIABILITY FOR NONPERFORMANCE. Neither City nor any of its officers, employees or agents shall be liable to Developer or its contractors for any error or omission arising out of or in connection with any work to be performed under this Agreement.
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LIABILITY FOR NONPERFORMANCE. Neither party hereto nor any subsidiaries of such party shall have any liability to the other party hereto for failure to perform its obligations hereunder unless such failure arises out of, directly or indirectly, the intentional misconduct or gross negligence on the part of the nonperforming party. Neither party hereto shall be required to perform any Service (or any part of any Service) to the extent that performance of such Service (or such part of such Service) would violate any law (including any state law prohibition on the performance of legal services), rule, regulation or third-party contract. The liability of any party for nonperformance of any Service shall be limited to a refund of amounts received by that party from the other party with respect to that Service and in no event shall either party be liable for consequential damages. Any party receiving Services shall defend, indemnify and hold harmless the party providing such Services from any and all claims of any third parties arising out of the performance of those Services (except to the extent that liability arises as a result of intentional misconduct or gross negligence on the part of the party performing such Services). Such indemnity shall include reimbursement for reasonable out of pocket expenses, including reasonable legal fees.
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Related to LIABILITY FOR NONPERFORMANCE

  • Processor’s Liability for Nonperformance In performing the Services, Processor will exercise ordinary care and act in good faith. Processor shall be deemed to have exercised ordinary care if its action or failure to act is in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking industry. Processor’s liability relating to its or its employees’, officers’ or agents’ performance or failure to perform hereunder, or for any other action or inaction of Processor, or its employees, officers or agents, shall be limited exclusively to the lesser of (i) any direct losses which are caused by the failure of Processor, its employees, officers or agents to exercise reasonable care and/or act in good faith, and (ii) the face amount of any item, check, payment or other funds lost or mishandled by the action or inaction of Processor. Under no circumstances will Processor be liable for any general, indirect, special, incidental, punitive or consequential damages or for damages caused, in whole or in part, by the action or inaction of AmeriCredit or the Trustee, whether or not such action or inaction constitutes negligence. Processor will not be liable for any damage, loss, liability or delay caused by accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of God or any cause which is reasonably unavoidable or beyond its reasonable control. AmeriCredit agrees that the fees charged by Processor for the performance of this Service shall be deemed to have been established in contemplation of these limitations on Processor’s liability. In addition, AmeriCredit agrees to indemnify and hold Processor harmless from all liability on the part of Processor under this Section 10 except such liability as is attributable to the gross negligence of Processor.

  • Liability for Specific Obligations The Administrator will be liable only for its specific obligations under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Administrator. The Administrator will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.

  • Liability for Default 4.1 If Borrower conducts any material breach of any term of this Agreement, Lender shall have right to terminate this Agreement and require the Borrower to compensate all damages; this Section 4.1 shall not prejudice any other rights of Lender herein.

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages.

  • Liability for Breach of Agreement During the term of this Agreement, any violation of any provisions herein by either party constitutes breach of contract and the breaching party shall compensate the non-breaching party for the loss incurred as a result of this breach.

  • Liability for Deficiency If any sale or other disposition of Collateral by Secured Party or any other action of Secured Party hereunder results in reduction of the Obligations, such action will not release Debtor from its liability to Secured Party for any unpaid Obligations, including costs, charges and expenses incurred in the liquidation of Collateral, together with interest thereon, and the same shall be immediately due and payable to Secured Party at Secured Party's address set forth in the opening paragraph hereof.

  • Liability for Breach of Contract 1. Any Party who violates the provisions of this Agreement and makes all or part of this Agreement unenforceable, shall be liable for breach of contract and shall compensate the other Party for the losses caused thereby (including the litigation fees and attorney fees caused thereby). If both Parties breach this Agreement, each shall bear the corresponding responsibility according to the actual situations.

  • Nonperformance As used in this Contract, “failure to perform” means failure, for whatever reason, to deliver goods and/or perform work as specified and scheduled in this Contract. If Contractor fails to perform under this Contract, then District, after giving seven days’ written notice and opportunity to cure to Contractor, has the right to complete the work itself, to obtain the contracted goods and/or services from other contractors, or a combination thereof, as necessary to complete the work. Both parties agree that Contractor shall bear any reasonable cost difference, as measured against any unpaid balance due Contractor, for these substitute goods or services.

  • Liability for Breach 10.1 Either Party’s direct or indirect violation of any provisions hereof or failure to assume its obligations hereunder or failure to assume such obligations in a timely and adequate manner shall constitute breach of this Agreement. The non-breaching Party (“Non-Breaching Party”) shall have the right to require the breaching Party (“Breaching Party”) by written notice to redress its breach and take adequate, effective and timely measures to eliminate the consequences of such breach, and indemnify against the losses incurred by the Non-Breaching Party due to the breach of the Breaching Party.

  • Liability for Others Neither the Company nor any of its subsidiaries has any liability for any material Taxes of any person other than the Company and its subsidiaries (i) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract or (iv) otherwise.

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