LIMITATION OF LIABILITY; INSURANCE. Licensee warrants that it carries general liability, medical, and property insurance in amounts enough to cover the risks and exposures resulting from its use of the premises pursuant to the terms of this Agreement. Licensor shall not be liable for any personal bodily injury or property damage caused by or sustained by Licensee or any guest or invite of Licensee that occurs from its use of the premises.
LIMITATION OF LIABILITY; INSURANCE. 18.1 Licensee declares that it is entering into the Agreement in the knowledge that RSCS's liability is limited and that the Price has been calculated accordingly.
18.2 RSCS can only be held liable for real damage suffered by Licensee, insofar as Licensee has provided proof that RSCS’s contractual breach is the direct cause of this damage. Whatever the circumstances, RSCS will not be liable for: (i) damage caused by any breach of the Agreement by the Customer or by a third party; (ii) damage caused by defects of hardware and/or software and/or networks and/or any other item supplied by the Customer to RSCS or used by it and not supplied by RSCS; and (iii) any other service provided by the Customer or by a third party.
18.3 RSCS's total liability for any breach of the Agreement is limited, all damages and indemnities of any kind included, to seventy percent (70%) of the Price (excluding VAT) paid by Licensee in the scope of the Proposal.
18.4 Any claim by Licensee, arising under or in connection with the Agreement, shall be brought within one (1) year after the cause of action arose or when the claiming Party becomes aware of the relevant breach.
18.5 The Parties acknowledge and expressly accept that the prices agreed in the Agreement reflect the distribution of risk between the Parties and the ensuing limitation of liability. They also acknowledge and accept that the amount of the ceiling negotiated and accepted between them according to the terms of this clause is not derisory and does not contradict the scope of the material obligation accepted by RSCS under the Agreement. The stipulations of this clause shall survive the expiration and termination of the Agreement for any reason whatsoever for events generating liability and occurring during the term of the Agreement.
LIMITATION OF LIABILITY; INSURANCE. 8.1 IN NO EVENT SHALL CLASSLINK, ITS SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL (INCLUDING LOST BUSINESS AND PROFITS) OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT AND/OR ANY SERVICES, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN IF CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.CLASSLINK, ITS SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS SHALL NOT BE LIABLE FOR (A) THE COST OF COVER OF SUBSTITUTE SERVICES, OR (B) ANY DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM, OR RELATED TO, BUSINESS INTERRUPTION AND/OR THE LOSS, DELAY OR INABILITY TO USE ANY SERVICES. IN ALL EVENTS, CLASSLINK’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR CLAIMS RELATING TO THE AGREEMENTS AND ANY AND ALL SERVICES, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, IN TORT, STRICT LIABILITY, MISREPRESENTATIONS, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (Y) THE AMOUNT OF FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM, OR (Z) THE AMOUNTS PAID BY CLASSLINK’S INSURANCE COMPANY ON BEHALF OF CLASSLINK WITH RESPECT TO THE CLAIM.
8.2 During the term of the Contract, ClassLink will purchase and maintain Cyber Liability or Technology Professional Liability insurance in an aggregate amount no less than $1,000,000.00 (one million U.S. dollars). Upon request, a Certificate of Insurance shall be provided to Customer.
LIMITATION OF LIABILITY; INSURANCE a. Client will indemnify and hold harmless Center from and against any loss, damage, injury, liability or expense to or of person or property occasioned by or resulting from any willful misconduct or grossly negligent act on the part of Client or Client's Users. Center will not be liable to Client or to any other person on account of loss, damage or theft to any business or personal property of Client. Center will not be liable for any loss, damage, injury, liability or expense to or of person or property except as may result from Center's willful misconduct or grossly negligent acts. Center will indemnify and hold harmless Client from and against any loss, damage, injury, liability or expense to or of person or property occasioned by or resulting from any willful misconduct or grossly negligent act on the part of the Center, its agents, employees, or invitees, or persons permitted on the Premises by Center.
b. Center will not be liable for any claim of business interruption or for any indirect, incidental, special, consequential exemplary or punitive damages arising out of any failure to furnish any service or facility, any error or omission with respect thereto, or any delay or interruption of same. Neither Center nor any of its agents, employees, officers or directors will be deemed to be making any representations or warranties, whether express or implied, as to the ability of any systems, including, without limitation, computer and electronic based equipment, relating to the Building, Facility or Premises or to any services to be provided hereunder to process date fields relating to the Year 2000 nor will any of them be liable for the failure of such systems to process such date fields. Center's liability under this Agreement will in no event exceed the amount paid by Client for the services for which the claim arose. The parties agree to the allocation of risk contained herein.
c. Client will, prior to the Commencement Date of this Agreement provide Center with a certificate of insurance evidencing General/Public Liability coverage with liability limits of not less than One Million Dollars ($1,000,000.00) per occurrence for Bodily Injury and/or Property Damage Liability and One Hundred Thousand Dollars ($100,000.00) per occurrence for Fire/Legal Liability. Said insurance coverage will remain in force during the Term of this Agreement. VANTAS International Incorporated and Vantas Corporate Center, Inc. will be named as an additional named insured on e...
LIMITATION OF LIABILITY; INSURANCE. (a) Except for the obligations or representations set forth in Article III, Section 4.7 or Section 8.16, in no event shall a Party's liability to the other Party for damages of any nature arising out of or in connection with this Agreement, regardless of the form of action, whether for breach of warranty or contract, in tort (including negligence) or otherwise, exceed ***. In no event shall a Party be liable to the other Party or to any third party for any special, incidental, indirect or consequential damages of any kind, or for the loss of its or any third party's (including customers of such Party) profits, revenue, data or property arising out of or in connection with this Agreement for expenses incurred, even if such Party shall have been advised of or known of or such have known of the possibility of such potential loss, damage or expenses.
(b) It is agreed that the limitation and exclusions of liability set forth in this Section 8.2 and elsewhere in this Agreement are intended by the Parties to be a reflection of the agreed allocation of the commercial risks that may arise out of or occur in connection with this Agreement. Further, the Parties hereto agree that the provisions above that exclude liability for any consequential damages and limit liability of TheraSense for other damages shall in no event be invalidated or deemed unenforceable under this Agreement should any limited warranty or remedy set forth in this Agreement fail of its essential purpose.
(c) During the term of this Agreement, each Party shall maintain liability insurance policies, including without limitation, product liability insurance coverage, in commercially adequate amounts. Each Party's policy shall name the other Party as an additional insured and contain an endorsement to provide the other Party with at least thirty (30) days prior written notice of any cancellation or nonrenewal of such policy. Each Party shall furnish to the other Party copies of such Party's policies.
LIMITATION OF LIABILITY; INSURANCE. 19 8.3 ASSIGNMENT.................................................... 19 8.4
LIMITATION OF LIABILITY; INSURANCE. 4.1 No covenant, obligation or agreement under this Agreement shall be deemed to be a covenant, obligation or agreement of any member or manager of the County, City, Browns, Developer or Operator other than in such capacity as member or manager, and neither any member, manager, affiliate or agent of the County, City, Browns, Developer or Operator (or any member, manager, partner, officer, director, employee or shareholder of any such member, manager, affiliate or agent) nor any individual person executing this Agreement on behalf of the County, City, Browns, Developer or Operator shall be liable for or by reason of the covenants, obligations or agreements of the County, City, Browns, Developer or Operator contained in this Agreement.
4.2 After Substantial Completion of the Facility, (a) the terms of the Easement Agreement shall govern the relationship between the City and the County with respect to Mall C and the Mall C Stairs, (b) the terms of the Stadium Lease shall govern the relationship between the Browns and the City with respect to the walkway extending from Mall C and over the City Bridge, and (c) the County shall, or the County shall cause the Developer or Operator to, procure and maintain in full force and effect a policy of commercial general liability insurance covering any damage or injury occurring on any portion of the Paved Area. The limits of such insurance shall be in accordance with applicable commercial standards from time to time, and shall be subject to the waiver of subrogation provisions set forth in Section 10.2 of the Easement Agreement. If the County no longer utilizes a third party operator to operate the Facility, then the County, as a political subdivision, may self-insure so long as any program of self-insurance is maintained in accordance with all requirements of applicable law.
LIMITATION OF LIABILITY; INSURANCE. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS DETAILED IN SECTION 13 ABOVE, IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (EVEN IF THAT PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
LIMITATION OF LIABILITY; INSURANCE. In no event will either party be liable for loss of profits, loss of revenue, special, indirect or consequential damages arising out of its actions or failures to act in connection with this Agreement. This limitation does not apply to:
(i) Damages of any sort arising out of death or personal injury, or (ii) Damages arising out of breach of the confidentiality obligations or software license provisions of this Agreement, or (iii) Awards of damages to third parties, however denominated, in actions described in Section 17 relating to intellectual property indemnities. Supplier shall maintain during the term of this Agreement (1) workers compensation insurance as prescribed by law, (2) employer's liability insurance with limits of at least $300,000 each occurrence, (3) comprehensive automobile liability insurance if the use of motor vehicles is required, with limits of at least $1,000,000 for bodily injury and property damage for each occurrence, (4) comprehensive general liability insurance, including blanket contractual liability and broad form property damage, with limits of at least $1,000,000 combined single limit for personal injury and property damage for each occurrence, and (5) comprehensive general liability insurance endorsed to include products liability and completed operations coverage in the amount of $5,000,000 for each occurrence. All comprehensive general liability insurance shall designate Company and Company's affiliates, directors, officers, and employees as an additional insured. All such insurance must be primary and be required to respond and pay prior to any other available coverage.
LIMITATION OF LIABILITY; INSURANCE. (a) Battelle and Zogenix shall each use commercially reasonable efforts while carrying out their obligations under this Agreement. However, neither Party can guarantee success; thus, NEITHER PARTY PROVIDES ANY WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, FOR ANY REPORT, DESIGN, ITEM, SERVICE OR OTHER RESULT TO BE DELIVERED UNDER THIS AGREEMENT.
(b) Battelle shall indemnify, defend and hold harmless Zogenix and its officers, directors, trustees, agents and employees, from and against any and all liability, claims, suits, demands, damages or other losses, including without limitation, reasonable attorney fees and costs due to injury or damage to third parties occurring during Battelle’s performance of this Agreement resulting from the [***] or [***] or [***] of Battelle, or any of its employees or agents.
(c) Zogenix shall indemnify, defend and hold harmless Battelle and its officers, directors, trustees, agents and employees, from and against any and all liability, *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. claims, suits, demands, damages or other losses, including without limitation, reasonable attorney fees and costs due to injury or damage to third parties occurring during Zogenix’s performance of this Agreement resulting from the [***] or [***] or [***] of Zogenix, or any of its employees or agents.
(d) Except as otherwise expressly provided for elsewhere in this Agreement, in no event shall either Party have any liability for any indirect, incidental or consequential damages, including lost sales or lost profits, relating to or arising from or in connection with this Agreement, even if such damages may have been foreseeable; provided that such limitation shall not apply in the case of either Party’s indemnification obligations under this Section 15 or in the case of [***] or [***].
(e) Each Party shall carry and maintain in full force and effect while this Agreement is in effect reasonable and customary insurance in view of its obligations hereunder. Each Party shall name the other Party hereto as an “additional insured” on all applicable commercial and product liability policies, and shall provide the other, upon request, with evidence of such insurance. Each Party shall provide to the other [***] prior written notice of any pro...
