Liability of the Licensor Sample Clauses

Liability of the Licensor. The Licensor shall be liable towards the Licensee for the damages and losses caused as a direct and necessary consequence of a material breach of the obligations assumed by the Licensor under this Agreement in the following terms: The Licensor’s total maximum aggregate liability towards the Licensee shall be equal to the MSRP (manufacturer's suggested retail price) indicated in the Licensor’s price list applicable at the time of the damages, corresponding to the geographic area where the Licensee is located, save for in case of fraud (dolo) or wilfull misconduct ( culpa grave). The Licensor shall not be liable towards the Licensee in cases where the claims of third parties are caused by errors made by the Licensee, the integrator or any third persons or attributable to its Systems. The Licensor shall not be liable towards the Licensee in case of force majeure or fortuitous events. The Licensor assumes no liability whatsoever in connection with the integration of the Software with third parties’ hardware or systems. In no case will the Licensor be liable for indirect, incidental, exemplary, punitive, consequential or special damages (including, among others, loss of profits, business interruption or loss of business information), whatever their nature or origin, arising out of or in connection with this Agreement, even if the Licensor has been advised of the possibility of such damages or could reasonably have foreseen the possibility of such damages.
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Liability of the Licensor. 12.1 The Licensee will at all times indemnify the Licensor and its officers, employees and agents (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 proceedings against Those Indemnified where such loss or liability was caused by: (a) a breach by the Licensee of its obligations under this Agreement which has continued for 7 days after notice of breach; or (b) any wilful, unlawful or negligent act or omission of the Licensee. 12.2 The Licensor will at all times indemnify the Licensee and its officers, employees and agents (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 proceedings against Those Indemnified where such loss or liability was caused by: (a) a breach by the Licensor of its obligations under this Agreement; or (b) any wilful, unlawful or negligent act or omission of the Licensor.
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Liability of the Licensor. 7.1 The Licensor is not responsible for the implementation of fire and safety measures at the Licensee's premises. EFI is exclusively an instructional audio-visual work that is a general guide in the event of a fire, but it is not related to any specific parameters and equipment, incl. technical equipment of the system of fire and safety protection of a specific Licensee's premises (hotel). The Licensor is not responsible for any possible damage to health or property of all personnel of the Licensee's premises or its guests or third parties in the event of a fire. 7.2 If the Licensee complains about an EFI product due to its malfunction, the Licensee is entitled to contact the Licensor via e-mail xxxx@xxxx.xxx without undue delay after finding a problem. The Licensor is obliged to carry out the complaint procedure and notify the Licensee of its result by e-mail at the latest within 30 days from the notification of the complaint. 7.3 If the Licensor breaches its obligation under Article 4.1 of this Agreement, to send to the Licensee an electronic link to download the EFI for each of the Licensee's premises within 30 days, the Licensee is entitled to withdraw from this Agreement. The withdrawal is effective upon its written communication to the Licensor's address xxxx@xxxx.xxx
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Liability of the Licensor. (a) The Licensor shall not be liable to the Hirer or its employees, agents or invitees for any loss of life, personal injury or damage to or loss of property which may be suffered or incurred arising out of the use of the Venue by the Hirer or the conduct of the function for which the Venue is hired, unless caused by the negligent act or omission of the Licensor. (b) In no event shall the Licensor be liable for loss of profit or consequential damages, whether based on breach of contract, warranty or otherwise. (c) The Hirer uses the Venue at its sole risk and is responsible for anything done in or to the Venue by its employees, agents or invitees. (d) The Licensor may enter the Venue at any time during the Hire Period and may refuse admission to, or cause to be removed from the Venue, any person whose behaviour is objectionable, improper, or undesirable.
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Liability of the Licensor. Licensor accepts liability for personal injury or material damages incurred by the Licensee by intent, this also applies if the damage is the fault of an agent of the Licensor. In the latter case, the claim to damage compensation is limited to typically foreseeable damage. A more extensive obligation or liability of the Licensor shall not exist.
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Liability of the Licensor. Nothing in this Agreement is intended, nor should it be construed, to create any rights, claims, or benefits or assume any liability for or on behalf of any third party, or to waive any immunities or limitations conferred under federal or state law, including but not limited to the Colorado Governmental Immunity Act, § 00-00-000 et seq.,
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Liability of the Licensor 
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Related to Liability of the Licensor

  • Liability of the Parties 16.1 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and indemnify the others against any expense, liability, loss, claim or proceeding whatsoever arising under any statute or at common law in respect of personal injury to or death of any person whomsoever arising out of or in the course of or caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and /or where acting as Lead Authority . 16.2 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall be liable for and shall indemnify the others against any reasonable expense, liability, loss, claim or proceeding in respect of any injury or damage whatsoever to any property real or personal in so far as such injury or damage arises out of or in the course of or is caused by any act or omission of that indemnifying Party in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority . 16.3 Whilst the Parties shall make all reasonable attempts to mitigate loss, each Party (“the indemnifying Party”) shall indemnify the others in respect of any reasonable loss caused to each of the other Parties as a direct result of that indemnifying Party’s negligence, wilful default or fraud or that of any of the indemnifying Party’s employees in respect of its role in the activities of the Joint Committee and/or under this Agreement and/or where acting as Lead Authority. 16.4 Where a Party is appointed the Lead Authority under the terms of clause 12 of this Agreement, the other Parties shall each indemnify the Lead Authority on pro rata basis according to the proportions of their respective financial commitments as set out in Clause 10 of this Agreement with the intent that the Lead Authority shall itself be responsible for its own pro-rata share.

  • Liability of the Adviser (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

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