LIABILITY ISSUES. Unless jointly agreed otherwise in writing, Seller’s liability shall not exceed the three (3) times the total amount paid by Purchaser to Seller under the applicable supplement and/or purchase order. In no event will Seller be liable to Purchaser for special, indirect, consequential or incidental damages including lost profits, lost savings or lost revenues of any kind unless Seller was advised of the possibility of such loss or damage or unless such loss or damage could have been reasonably foreseen. Excluded from this or any liability limitation are claims related to fraud; bad faith; infringement issues; bodily injury; death; physical damage to tangible personal property and real property, and the intentional and willful misconduct or gross negligent acts of Seller. The language contained herein tending to limit the liability of the Seller will apply to Purchaser to the extent it is permitted and not prohibited by the laws or constitution of Mississippi. Further, the parties understand and agree that the Seller is precluded from relying on any contractual damages limitation language within this article where the Seller acts fraudulently or in bad faith. For the faithful performance of the terms of this EPL Agreement, the parties have caused this EPL Agreement to be executed by their undersigned representatives. A properly executed contract is a requirement of this RFP. After an award has been made, it will be necessary for the winning Vendor to execute a contract with ITS. Due to the need for uniformity among EPL Vendors, the terms of the Master Purchase and Maintenance Agreement for E-911 Equipment are non-negotiable. This Master Purchase and Maintenance Agreement for E-911 Equipment (hereinafter referred to as “EPL Agreement”) is entered into by and between INSERT VENDOR NAME, a INSERT STATE OF INCORPORATION corporation having its principal offices at INSERT VENDOR STREET ADDRESS (hereinafter referred to as “Seller”) and the Mississippi Department of Information Technology Services, having its principal place of business at 0000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as “ITS”), as contracting agent for the governmental agencies, governing authorities, and educational institutions of the State of Mississippi (hereinafter referred to as “Purchaser”). ITS and Purchaser are sometimes collectively referred to herein as “State”.
LIABILITY ISSUES. Unless jointly agreed otherwise in writing, Seller’s liability for a specific project shall not exceed twice the total amount paid by Purchaser to Seller under the applicable supplement/purchase order. In no event will Seller be liable to a Purchaser for special, indirect, consequential or incidental damages including lost profits, lost savings or lost revenues of any kind unless Seller was advised of the possibility of such loss or damage or unless such loss or damage could have been reasonably foreseen. Excluded from this or any liability limitation are claims related to fraud; bad faith; infringement issues; bodily injury; death; physical damage to tangible personal property and real property, and the intentional and willful misconduct or gross negligent acts of Seller. The language contained herein tending to limit the liability of the Seller will apply to a Purchaser to the extent it is permitted and not prohibited by the laws or constitution of Mississippi. Further, the parties understand and agree that the Seller is precluded from relying on any contractual damages limitation language within this article where the Seller acts fraudulently or in bad faith.
LIABILITY ISSUES. Any MOUSE MODEL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER makes no representations and extends no warranties of any kind, either expressed or implied. There are no expressed or implied warranties of merchantability or fitness for a particular purpose, or that the use of the MOUSE MODEL will not infringe any patent, copyright, trademark or other proprietary rights.
LIABILITY ISSUES. (1) The TTC hereby indemnifies and agrees to protect and save the City, its appointed elected officials, employees, officers and agents, harmless from and against all claims, actions, causes of action, complaints, demands, suits or proceedings of any nature or kind whatsoever by any person in respect of loss of life, personal injury (including, in all cases, personal discomfort and illness) and loss of or damage to property (the "Claims") and any and all losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, liquidated damages and amounts paid in settlement, whether from a third person or otherwise) in respect of such Claims or otherwise, including the costs or expenses of complying with any Environmental Laws (provided that “costs” shall, for the purposes of this section mean those costs awarded in accordance with the order of a court of competent jurisdiction, the order of a board, tribunal or arbitrator or costs negotiated in the settlement of a claim or action) (collectively the “Losses”) which the City or its employees, officers and agents may suffer or incur arising from:
(a) the negligence or willful misconduct of the TTC, its officers, employees and agents, in:
(i) the TTC’s exercise of any of its rights under this Agreement,
(ii) the TTC’s performance of any Work within the Public Highways and the operation or use of the Transit System by the TTC,
(iii) the TTC undertaking any activity over, under, within, or upon the Public Highways which is ancillary to the TTC’s exercise of its rights under this Agreement; or
(b) any breach of this Agreement by the TTC, its employees, officers and agents.
(2) All property of the TTC kept or stored on the Public Highways, or parts thereof, will be kept or stored at the sole risk of the TTC.
(3) The City hereby indemnifies and agrees to protect and save the TTC, its appointed elected officials, employees, officers and agents, harmless from and against all claims, actions, causes of action, complaints, demands, suits or proceedings of any nature or kind whatsoever by any person in respect of loss of life, personal injury (including, in all cases, personal discomfort and illness) and loss of or damage to property (the "Claims") and any and all losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, liquida...
LIABILITY ISSUES. 1. Each party shall be individually liable for the operation and maintenance work or services it has performed in respect of the Joint Water System and for any liability arising therefrom, including any physical damage caused to the property of a third party, bodily injury suffered and any other damage caused by the party provided that neither party shall be held responsible for any Losses, whether direct Losses or indirect Losses, resulting if the fulfillment of any of the terms or provisions hereof shall be delayed or prevented by Uncontrollable Circumstance.
2. Each party hereby undertakes to indemnify and hold the other party and its municipal councillors, directors, officers, employees or agents harmless from and against any and all Loss or Losses that they or any of them may sustain or incur resulting from any claim or lawsuit related to the operation and maintenance work or services such party has performed in respect of the operation and maintenance work on services.
3. The party seeking indemnification (the “Indemnified Party”) shall (i) give the other party (the “Indemnifying Party”) written notice of the claim within a reasonable time, (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defence of such claim, and (iii) give the Indemnifying Party, at its cost, the right to control the defence and settlement of any such claim, provided, however, that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party’s rights or interests without the Indemnified Party’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed.
LIABILITY ISSUES. The director may accept private monetary or in-kind donations for the purposes of this section.
LIABILITY ISSUES. Each Council will be liable for any indemnity claim from the Contractor arising as a result of damage attributable to that Council. The following are the high level objectives of the project and criteria for success.
LIABILITY ISSUES. Each Parent Agency shall be solely liable for any and all damages, including attorneys’ fees, resulting from the acts or omissions of its own employees, including those employees of, or assigned to the ACTION Project Investigative and shall indemnify and hold harmless each other Member Agency for said acts and omissions. No Parent Agency shall be deemed to have assumed any liability for the condition of any property used by another Parent Agency or any of its officers, employees or agents during any activities related to this Memorandum of Understanding. Each Parent Agency shall indemnify and hold harmless each other Member Agency for the said condition of any property used by its officers, employees or agents during any activities related to this of Understanding.
LIABILITY ISSUES. 18.1 Licensee undertakes to procure that the manufacture of the Licensed Products will neither infringe any trade secret, copyright, registered design or other similar right of any third party nor will the sale of the Licensed Products give rise to any claims by any third party and Licensee shall be responsible for any and all defects in the Licensed Products and in no event shall HUGO BOSS be liable for any direct, indirect, special, incidental or consequential damages or any lost revenues or profits or any other damages arising with respect to the Licensed Products, whether based in contract, tort, breach of express or implied warranty, including without limitation, negligence or product liability.
18.2 If either Party becomes aware of any law, or other rule, regulation or order having the force of law issued by any duly constituted authority having appropriate jurisdiction, in any country included within the Business Plan that would have the effect of making it impractical to sell or to continue selling Licensed Products in or into such country, the Parties shall consult in good faith and attempt to agree on an appropriate adjustment to the Business Plan, including, without limitation, a proportionate reduction in target Net Sales.
18.3 HUGO BOSS will indemnify, defend and hold harmless Licensee, each Licensee Affiliate, and their respective officers, directors, agents, employees, shareholders, legal representatives, successors, Affiliates and assigns, from and against any and all claims, actions, suits, liabilities, damages and expenses (including reasonable attorneys’ fees, costs and expenses) which Licensee or any Licensee Affiliate may incur or be obligated to pay in any action or claim for infringement of any other person’s claimed right to use a trademark or other intellectual property right (except claimed rights relating to the designs of the Licensed Products or to any intellectual property used by Licensee and not granted by HUGO BOSS hereunder) in the License Territory, including such infringements as may be contained in any advertising placed by HUGO BOSS, where such action or claim results from Licensee’s proper use of the Trademarks or other rights (except rights related to the HUGO BOSS Designs) granted hereunder in the License Territory, in accordance with the terms of this Agreement. Licensee will give HUGO BOSS timely written notice of any such claim or action, and thereupon HUGO BOSS will undertake and conduct the defence of any suit ...
LIABILITY ISSUES. Because a collaboration is not a legal entity, a Community Agreement (CA) is not a contract, and there is always the possibility of a lawsuit from a complainant or a person sanctioned for misconduct. Having clear expectations under the CA and clear and transparent investigative procedures reduces the likelihood of success of lawsuits. At the same time, the possibility of lawsuits is an incentive against unfairly overzealous or underzealous enforcement of the CA. Organizations have sometimes hesitated to impose severe punishments, such as rescission of previously awarded honors or expulsion from the organization, for fear of civil lawsuits, especially when the finding of misconduct is based on confidential data. This exposure can be largely eliminated by a two-stage process suggested by Xxxxxx Xxxxx at the 2022 annual meeting of the National Academy of Sciences. In the first stage, the adjudicating committee, acting on partly confidential data, would draw up a redacted summary of the misconduct they had found, along with a proposed punishment. The accused member would then be given the option of accepting the punishment or appealing it to a vote of the membership. While a disgruntled former member might successfully argue that a secretive committee had defamed them, it would be hard to argue that the whole organization had done so. Being thus better able to expeditiously and safely punish severe misconduct, the organization would be better able to avoid lawsuits of the opposite kind, by complainants who felt their complaints had been ignored and their rights violated by an organization too fearful of being sued for overzealous enforcement.
