Limitation on Liability and Indemnity. A. Shipper’s Liability and Indemnification.
i. Shipper shall be in control and possession of the Crude Oil until delivered to Monarch at the Receipt Point(s) and following delivery of the Crude Oil by Monarch at the Delivery Point(s). Monarch shall be in control and possession of the Crude Oil following delivery by Shipper at the Receipt Point(s) and prior to re-delivery to Shipper at the Delivery Point(s).
ii. Shipper agrees to indemnify, defend, and hold harmless Monarch from any and all Losses arising from or out of personal injury or property damage attributable to Shipper’s Crude Oil when Shipper shall be deemed to be in control and possession of Shipper’s Crude Oil as provided in Section XIX.A.i. Monarch agrees to indemnify, defend, and hold harmless Shipper from all Losses arising from or out of personal injury or property damage attributable to Shipper’s Crude Oil when Monarch shall be deemed to be in control and possession of Shipper’s Crude Oil as provided in Section XIX.A.i. THE INDEMNITIES SET FORTH IN THIS SECTION XIX.A.ii ARE TO BE CONSTRUED WITHOUT REGARD TO THE CAUSES THEREOF, INCLUDING THE NEGLIGENCE OF ANY INDEMNIFIED PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT, OR CONCURRENT, OR ACTIVE OR PASSIVE, OR THE STRICT LIABILITY OF ANY INDEMNIFIED PARTY OR OTHER PERSON. Each Party agrees that its voluntary and mutual indemnity agreement will be supported by insurance and that such insurance shall not be deemed to be a cap on liability.
Limitation on Liability and Indemnity. The terms and conditions of Article 12 of the Partnership Agreement are hereby incorporated by reference. The Fund understands that certain provisions of this Agreement, including, but not limited to, the limitations on liability and indemnification provisions set forth in Article 12 of the Partnership Agreement, may serve to limit the potential liability of the Asset Manager and has had the opportunity to consult with the Asset Manager as well as the Fund’s other professional advisers or legal counsel as to the effect of these provisions. The Fund further understands that certain federal and state securities laws, including, but not limited to, the Advisers Act, may impose liability or allow for legal remedies even where the Asset Manager has acted in good faith and that the rights under those laws may be non-waivable. Nothing in this Agreement shall, in any way, constitute a waiver or limitation by the Fund of any rights which may not be so waived or limited in accordance with applicable law.
Limitation on Liability and Indemnity. 19.1 The Bank shall not be liable to the Customer for any default by any warehouse keeper, broker, auctioneers, or other person employed in connection with the Goods or the sale or other disposition thereof or for any neglect, default, loss or damage in connection with the Documents, Pledged Instruments or the Goods or Pledged Goods howsoever caused.
19.2 The Bank shall not be responsible to the Customer for any error, neglect, default, omission, insolvency or failure in business of any correspondent nominee, service provider or agent who is engaged by the Bank to carry out the Trade Services or any part thereof.
19.3 Neither the Bank nor its correspondents, nominees, service providers or agents shall be responsible for any delay in the redelivery, or non-redelivery, of any Documents, Pledged Instruments, Goods and/or Pledged Goods.
19.4 The Bank, its correspondents, nominees, service provider(s) and agents shall not be liable for any loss, damage (including loss of profit or any economic loss, whether direct or otherwise) or delay suffered by the Customer or any other person as a result of:
(1) any mechanical, electronic or other failure, malfunction, interruption, suspension, inaccuracy or inadequacy of the Bank’s or any of its correspondents, nominees', service providers', or agents’, telecommunication or computer systems or other equipment (whether software, hardware or otherwise in any other form) or its installation or operation (whether or not related to the operation or processing of date or date related data);
(2) any incomplete or erroneous transmission of any instruction or order of the Customer or any error in the execution of any such instruction or order (except gross negligence or wilful misconduct of the Bank's authorised officers); and/or
(3) any delay or cancellation of any Trade Services which is caused directly or indirectly by any event or circumstances beyond the control of the Bank or any of its correspondents, nominees, service providers or agents.
19.5 The Customer shall indemnify on a full indemnity basis the Bank, its correspondents, nominees, service providers and agents against all liabilities, claims, demands, losses, fees, commissions, charges, expenses, costs and damages of any kind (including legal costs and Tax) which may now or hereafter be incurred by any of them, and all actions or proceedings which may now or hereafter be brought by or against them in connection with the carrying out of the Trade Services or otherwise ...
Limitation on Liability and Indemnity. The terms and conditions of Article 12 of the Partnership Agreement are hereby incorporated by reference.
Limitation on Liability and Indemnity. The provision of the custodian services does not constitute the Bank a trustee and the Bank shall have no trust or other obligations in respect of the Acquired Assets except those contained in this Agreement.
Limitation on Liability and Indemnity. 12.1 The Lender shall have no or other obligations in respect of the Loan except those contained in this Agreement.
12.2 The Lender shall not be liable for any taxes, duties or penalties payable on or in respect of the Loan nor for any diminution in the value of the Eligible Securities.
12.3 The Lender shall not be liable for losses of any kind which may be incurred by the Borrower as a result of the provision of the Loan by the Lender under this Agreement.
Limitation on Liability and Indemnity. 8.1 Apex shall in good faith use all reasonable efforts to diligently subscribe and hold as a nominee the New Shares on behalf of the Subscriber, but absent gross negligence or willful misconduct, Apex shall have no liability to Subscriber for any inadvertent error or omission, nor for the absence of subscription (or a wrongful subscription) of the New Shares.
8.2 The Parties agree that the Company shall not be liable for any act taken in good faith in reliance on the subscription of New Shares, as well as for any behavior of the Subscriber or Apex within the context of this Agreement.
8.3 The Subscriber agrees to be liable and to indemnify and hold harmless Apex (and its affiliates, employees, consultants, agents, directors, representatives) from and against any and all claims, losses, damages, fines, costs, including reasonable legal costs, internals’ fees, attorney’s fees and professional and other expenses of any nature whatsoever incurred or suffered by Apex whether resulting from the breach of any provision, obligation, commitment, representation or warranty made in this Agreement or any negligent act or omission of the Subscriber.
8.4 The Subscriber agree to be liable and to indemnify and hold harmless the Company (and its affiliates, employees, consultants, agents, directors, representatives) from and against any and all claims, losses, damages, fines, costs, including reasonable legal costs, internals’ fees, attorney’s fees and professional and other expenses of any nature whatsoever incurred or suffered by the Company whether resulting from the breach of any provision, obligation, commitment, representation or warranty made in this Agreement or any negligent act or omission of the Subscriber.
8.5 This article 8 shall survive the termination of this Agreement.
Limitation on Liability and Indemnity. (a) Subject to clause 5.8(b), the Asset Manager will not be liable for acts or defaults of any of the consultants or contractors engaged in respect of the Investment.
(b) The Asset Manager will be liable for loss or damage caused by any fraudulent or dishonest act on its part.
Limitation on Liability and Indemnity. Sun and its affiliates, employees and agents shall not be liable for any loss, liability, damage or expense (including attorneys' fees incurred in defending any claim) ("Liabilities") arising out of or in connection with the performance of the Services, unless such Liabilities shall be proven to result directly from gross negligence or willful misconduct on the part of Sun, its affiliates, employees or agents acting within the scope of their employment or authority. Origen shall indemnify, defend and hold harmless Sun, its affiliates, employees and agents from and against any and all Liabilities that Origen may suffer in connection with Sun's provision of the Services, except for Liabilities that are proven to result directly from gross negligence or willful misconduct on the part of Sun, its affiliates, employees or agents acting within the scope of their employment or authority. Sun shall indemnify, defend and hold harmless Origen, its affiliates, employees and agents from and against any and all Liabilities that Origen may suffer in connection with Sun's provision of the Services, which Liabilities are proven to result directly from gross negligence or willful misconduct on the part of Sun, its affiliates, employees or agents acting within the scope of their employment or authority. The obligations described in this paragraph shall be deemed continuous and shall survive any expiration or termination of this Agreement.
Limitation on Liability and Indemnity. CONSULTANT, its subsidiaries and subcontractors, and their respective personnel shall not be liable to OWNER for any claims, liabilities, or expenses relating to this Agreement for an aggregate amount in excess of the fees paid by OWNER to CONSULTANT pursuant to this Agreement, except to the extent resulting from the recklessness, bad faith, or intentional misconduct of CONSULTANT or its subcontractors. In no event shall CONSULTANT, its subsidiaries or subcontractors, or their respective personnel be liable to OWNER for any loss of use, data, goodwill, revenues, or profits (whether or not deemed to constitute a direct claim), or any consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this Agreement. The OWNER, to the extent permitted by law, shall indemnify and defend and hold harmless the CONSULTANT, its subsidiaries and subcontractors, and their respective officers and personnel from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the CONSULTANT related to the Services, except to the extent resulting from the recklessness, bad faith, or intentional misconduct of CONSULTANT or its subcontractors. The CONSULTANT shall indemnify and defend and hold harmless the OWNER and its respective officers and personnel from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER attributable to claims of third parties solely for (1) bodily injury, death, or physical damage to real or tangible personal property, to the extent directly and proximately caused by the negligence or intentional misconduct of CONSULTANT while engaged in the performance of the Services; provided, however, that if there also is fault on the part of any entity or individual indemnified hereunder or any entity or individual acting on OWNER’s behalf, the foregoing indemnification shall be on a comparative fault basis; and (2) infringement by a Deliverable of any U.S. patent existing at the time of delivery and known to CONSULTANT or copyright or any unauthorized use of any trade secret, except to the extent that such infringement or unauthorized use arises from, or could have been avoided except for (i) modification of such Deliverable other than by CONSULTANT or its subcontractors or use thereof in a manner n...
