Limitation of Liability 9 Sample Clauses

Limitation of Liability 9. 2.1 The Manager assumes no responsibility under this Agreement other than to render the Services in good faith and will not be responsible for any action of a Service Recipient’s Governing Body in following or declining to follow any advice or recommendations of the relevant Service Provider. 9.2.2 The Service Recipients hereby agree that no Manager Indemnified Party will be liable to a Service Recipient, a Service Recipient’s Governing Body (including, for greater certainty, a director or officer of a Service Recipient or another individual with similar function or capacity) or any security holder or partner of a Service Recipient for any Liabilities that may occur as a result of any acts or omissions by the Manager Indemnified Party pursuant to or in accordance with this Agreement, except to the extent that such Liabilities are finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction to have resulted from the Manager Indemnified Party’s bad faith, fraud, willful misconduct or gross negligence, or in the case of a criminal matter, conduct undertaken with knowledge that the conduct was unlawful. 9.2.3 The maximum amount of the aggregate liability of the Manager Indemnified Parties pursuant to this Agreement will be equal to the amounts previously payable (not taking into account any offset contemplated by Article 7) in respect of Services pursuant to this Agreement in the two most recent calendar years by the Service Recipients pursuant to Article 7. 9.2.4 For the avoidance of doubt, the provisions of this Section 9.2 shall survive the completion of the Services rendered under, or any termination or purported termination of, this Agreement. 9.3 Benefit to all Manager Indemnified Parties 9.3.1 CWEN, CE LLC and CE Op on behalf of themselves and the other Service Recipients, hereby constitute the Manager as trustee for each of the Manager Indemnified Parties of the covenants of the Service Recipients under this Article 9 with respect to such Manager Indemnified Parties and the Manager hereby accepts such trust and agrees to hold and enforce such covenants on behalf of the Manager Indemnified Parties. 9.3.2 The Manager hereby constitutes the Service Recipients as trustees for each Service Recipient’s Governing Body (including, for greater certainty, a director or officer of a Service Recipient or another individual with similar function or capacity) or any security holder or partner of a Service Recipient, of the c...
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Limitation of Liability 9. 1. EXCEPT IN THE CASE OF A BREACH OF CONFIDENTIALITY, TITLE, AND OF THIRD PARTY CLAIMS ARISING UNDER THE INDEMNIFICATION SECTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW A) NEITHER PARTY (INCLUDING ANY OF CA’S SUPPLIERS) SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, BUT NOT NECESSARILY LIMITED TO, LOSS OF PROFIT, DAMAGES RELATING TO MONIES SAVED OR FEES GENERATED AND OR ANY LOSS OF CUSTOMER DATA BY USE OF ANY CA OFFERING, REGARDLESS OF WHETHER A PARTY WAS APPRISED OF THE POTENTIAL FOR SUCH DAMAGES; AND B) IN NO EVENT WILL A PARTY’S LIABILITY FOR DIRECT DAMAGES, EXCEED TWO TIMES THE AMOUNTS PAID BY CUSTOMER FOR THE CA OFFERING THAT GAVE RISE TO THE BREACH IN THE TWELVE MONTHS PRIOR TO THE DATE SUCH BREACH OCCURRED. 9. 責任の制✲ 9.1. 秘密保持義務違反、所有権、および補償条項に基づく第三者請求の場合を除き適用法令で認められる✲り、（A） いずれの当事者（CA のサプライヤーを含む）も逸失利益、預金または手数料収入に関連した損害、および、あるいは CA オファリングの使用によるお客様のデータの喪失を含むが必ずしもこれに✲定されないあらゆる性質の間接、特別、派生的、偶発的もしくは懲罰的損害については、当事者が✎✎る損害の発生する可能性を知らされていた場合であっても責任を負わないものとし、✎つ （B） 直接的損害の責任範囲は、✎✎る違反が起きた日の前の 12 ヶ月間で違反を発生させた CA オファリングに対してお客様が支払った金額の 2 倍を超えないものとします。 10. TERM & TERMINATION 10.1 This Foundation Agreement shall continue in effect unless otherwise terminated in accordance with this section. 10.2 This Foundation Agreement and/or applicable Module(s) and/or the applicable Transaction Document may be terminated by either Party (a) upon a material breach by the other Party, provided that, in each instance of a claimed breach: (i) the non-breaching Party notifies the breaching Party in writing of such breach; and (ii) the breaching Party fails to either cure such breach within thirty (30) days (or such other period as mutually agreed by the Parties) from receipt of such notice; (b) upon insolvency of the other Party, if permitted by law. The foregoing notwithstanding, any breach by Customer of licenses granted pursuant to this Agreement shall constitute an incurable material breach by Customer; and, CA may immediately terminate said licenses upon written notice to Customer. 10. 期間および解除 10.1 本基本契約は、本条に従い解約されない✲り存続します。 10.2 本基本契約および／または該当するモジュールおよび／または該当するトランザクション・ドキュメントは、以下の(a)、 (b)の場合に、いずれ✎の当事者によって解約できるものとします。(a)相手当事者による重大な契約違反があった場合。ただし申し立てられた契約違反の各事例において以下を条件とします。(i) 契約違反をしていない方の当事者が、契約違反をした当事者に書面でこの違反について催告する (ii) ✎✎る催告の受領より 30 日以内（または両当事者が相互に合意した期間）に契約違反をした当事者がこの違反を是正する (b) 相手当事者が支払不能に陥った場合、ただし法律が許可する場合。 前記に✎✎わらず、本契約に基づき 許諾されたライセンスにお客様が違反された場合には、お客様による是正不能な重大 Such termination shall not reliev...
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Limitation of Liability 9. 1 To the fullest extent permitted by law, the Licensor expressly disclaims all implied warranties and conditions, including without limitation implied warranties as to merchantability, fitness for purpose of the Licensed Software and Materials.
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Limitation of Liability 9. 1 Except for indemnity obligations expressly set forth herein or as otherwise expressly provided in specific appendices, each Party's liability to the other Party for any Loss relating to or arising out of ABS Agreement–SBC-13STATE PAGE 11 OF 16 SBC-13STATE/AT&T/TCG 061203
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Limitation of Liability 9. 1 Limitation of Liability EXCEPT AS SET FORTH IN SECTION 8.3 GTC, EACH PARTY'S LIABILITY TO THE OTHER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY UPS TO GUPTA UNDER THE TERMS OF THIS AGREEMENT. 9.2 Exclusion of Consequential Damages IN NO EVENT SHALL GUPTA OR UPS BE LIABLE TO THE OTHER FOR ANY LOSS OF REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PROGRAMS, HOWEVER CAUSED, WHETHER FORESEEABLE OR ENFORCEABLE, WHETHER THE DAMAGES OR RECOVERY BEING SOUGHT ARE BASED UPON CONTRACT, TORT OR OTHERWISE AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION OR THIS AGREEMENT SHALL LIMIT EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE. 9.3 Essential Purpose The essential purpose of this Section is to limit the potential liability of the parties arising out of this Agreement. 10.
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Limitation of Liability 9. 1 No Party makes any representation or warranty that advice or information given by any of its employees, students, agents or appointees who work on the Project, or the content or use of any materials, works or information provided in connection with the Project, will not constitute or result in infringement of third-party rights. 9.2 No Party accepts any responsibility for any use which may be made of any work carried out under or pursuant to this Collaboration Agreement, or of the results of the Project, nor for any reliance which may be placed on such work or results, nor for advice or information given in connection with them. 9.3 The Parties undertake to make no claim in connection with this Collaboration Agreement or its subject matter against any employees, students, agents or appointees of the other Parties (apart from claims based on fraud or fraudulent misrepresentation). This undertaking is intended to give protection to individual researchers: it does not prejudice any right which a Party might have to claim against any other Party. 9.4 The liability of the Lead University for any breach of this Collaboration Agreement, or arising in any other way out of the subject-matter of this Collaboration Agreement, will not extend to loss of business or profit, or to any indirect or consequential damages or losses. 9.5 Subject to Clause 9.6, the maximum liability of the Lead University under or otherwise in connection with this Collaboration Agreement or its 8.7 Xxxx xxxx acordo entre todas as partes de que não há mais razões válidas para continuar o Projeto, as Partes podem, por unanimidade de votos, rescindir esse Acordo de Colaboração. Caso a rescisão se efetive, cada Parte será reembolsada por todos os custos e compromissos não canceláveis, devidamente cobrados nos termos desse Acordo de Colaboração e incorridos ou comprometidos até a data de rescisão, desde que os respectivos financiamentos tenham sido ou possam ser recuperados da Provedora. Para dirimir dúvidas, nenhuma Parte será obrigada a contribuir para quaisquer perdas sofridas por outra Parte se os custos não tiverem sido recuperados da Provedora. 8.8 A rescisão ou expiração do Acordo de Colaboração não afetará a existência de quaisquer cláusulas ou disposições aqui contidas ou que, por sua própria natureza, sejam destinadas a continuar após a rescisão ou expiração. 9. LIMITES DE RESPONSABILIDADE 9.1 Nenhuma das Partes declara ou garante que conselhos ou informações dadas por qualquer de seus...
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Limitation of Liability 9. 1. The following provisions set out the company’s entire liability (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the customer in respect of; 9.1.1 any breach of its contractual obligations arising under this agreement; and 9.1.2 any representation statement of tortuous act or omission including negligence arising under or in connection with this agreement. And the customer’s attention is in particular drawn to the provisions of this clause 9. 9.2. Any act of omission on the part of the company or its employees, agents or sub-contractors falling within clause 9.1 above shall for the purposes of this clause 9 be known as an “Event of Default”. 9.3. The company’s liability to the customer for; 9.3.1 death or injury resulting from its own or that of its employees, agents or sub-contractors negligence; and 9.3.2 all damage suffered by the customer as a result of any breach by the company of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Xxx 0000 shall not be limited. 9.4. Subject to the limits set out in clause
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Limitation of Liability 9. 2.1 The Manager assumes no responsibility under this Agreement other than to render the Services in good faith and will not be responsible for any action of a Service Recipient’s Governing Body in following or declining to follow any advice or recommendations of the relevant Service Provider.
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Related to Limitation of Liability 9

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Disclaimer Limitation of Liability IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA- CONTRACTUAL DAMAGES OF ANY KIND; OR (B) ANY LOSS OF DATA OR BUSINESS, DIMINUTION IN VALUE, LOSS OF PROFITS OR REVENUE, OR BUSINESS INTERRUPTION, REGARDLESS OF LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), WHETHER OR NOT FORESEEABLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT LIMITED BY APPLICABLE LAW, AND REGARDLESS OF THE BASIS FOR ANY CLAIM BY YOU (EVEN IF BASED ON NEGLIGENCE), OUR MAXIMUM AGGREGATE LIABILITY UNDER OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER IS LIMITED TO $50.00 USD. THE LIMITATIONS IN THIS SECTION 5 (DISCLAIMER; LIMITATION OF LIABILITY) WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR NON- COMPANY SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE EVALUATION ENVIRONMENT, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND US AGAINST ANY CLAIM AND INDEMNIFY US FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION OR NON- COMPANY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT, APPLICATION OR SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE EVALUATION ENVIRONMENT.

  • Disclaimer and Limitation of Liability THE COMPETITION MATERIALS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE THE COMPETITION MATERIALS IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPONSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPETITION PARTIES (AS DEFINED IN THE OFFICIAL RULES) (JOINTLY) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND YOUR PARTICIPATION IN THE COMPETITION EXCEED $10. EACH PROVISION OF THIS AGREEMENT AND THE COMPETITION RULES THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE TERMS OFFERED BY SPONSOR TO PARTICIPANT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS AGREEMENT AND THE COMPETITION RULES WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT OR THE COMPETITION RULES.

  • Limitation of Liabilities 13.1 Notwithstanding anything herein to the contrary, except for damages resulting from (i) unauthorized use or disclosure of Confidential Information (including Customer Data), or (ii) damages resulting from death or bodily injury arising from either party’s gross negligence or willful misconduct, or (iii) SAP’s right to collect unpaid fees, under no circumstances and regardless of the nature of the claim shall either party (or their respective Affiliates or SAP’s licensor’s) be liable to each other to or any other person or entity under the Agreement for an amount of damages in excess of the fees paid for the applicable Services under the relevant Order Form or in the case of subscription based Services including managed services, the fees paid in the twelve (12) month period preceding the date of the incident giving rise to the liability, or, any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages.

  • Indemnity; Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Indemnification Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

  • Limitation of Liability; Indemnity (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager.

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