Limitation on Liability; Indemnity. (a) Notwithstanding any provisions of this Service Description or the Master Agreement to the contrary, except as otherwise expressly required by Article 4A of the Uniform Commercial Code of Illinois, Bank’s sole and exclusive liability to you for any delay in executing, improper execution, or failure to execute a transaction, ACH Entry or Entry Data hereunder constituting a Payment Order shall be to assist you in retransmitting the Payment Order. If, in any case, Bank is liable to you for lost interest, Bank will calculate interest based on Bank’s then current account analysis earning rate. With respect to services performed hereunder outside the scope of Article 4A of the Uniform Commercial Code of Illinois, Bank shall only be liable as set forth in the Master Agreement. With respect to any ACH Entries in a foreign currency, you assume the risk of any loss from foreign exchange conversion and assume the risk of the ODFI in the event of any error or duplicate ACH Entries, it being agreed that Bank shall have no liability for any such risks.
Limitation on Liability; Indemnity. Company’s liability with respect to the Products sold hereunder shall be limited to the warranty provided in Section 11 herein, and shall not exceed the lesser of (a) the cost of repairing or replacing defective Products, or (b) the original purchase price of the Products. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, CONTINGENT OR CONSEQUENTIAL DAMAGES, BUSINESS INTERRUPTION, LOST PROFITS, OR PUNITIVE DAMAGES, WHETHER THE THEORY BE BREACH OF THIS OR ANY OTHER WARRANTY, NEGLIGENCE OR STRICT LIABILITY IN TORT, EVEN IF COMPANY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, ALL SUCH DAMAGES AND CLAIMS BEING SPECIFICALLY DISCLAIMED. Buyer agrees to indemnify, defend and hold harmless Company from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation attorneys' fees, disbursements and courts costs), whether or not involving third-party claims (1) for injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Buyer, a third party, or Buyer’s employees, agents, representatives or contractors, or (2) for the failure, breach or default by Buyer of any of the representations, warranties, covenants or other agreements of Buyer contained in this agreement. The indemnification shall survive the expiration or termination of this agreement. ALL CLAIMS BY BUYER WITH RESPECT TO THE PURCHASE AND USE OF THE PRODUCTS OR ANY SERVICES, WHETHER BASED ON CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE MUST BE MADE WITHIN TWELVE (12) MONTHS OF THE ACCRUAL OF THE CAUSE OF ACTION; PROVIDED, ANY CLAIM FOR SERVICES OR PRODUCTS ALLEGED TO BE DEFECTIVE IN WORKMANSHIP OR MATERIAL MUST BE MADE IN ACCORDANCE WITH THE WARRANTY PERIOD PROVIDED IN SECTION 11.
Limitation on Liability; Indemnity. (a) None of the shareholders, directors, officers, employees or agents of the Manager shall be under any liability to Supply or any other person for any action taken or for refraining from the taking of any action taken in good faith pursuant to this Supply Management Agreement; provided, however, that this provision shall not protect the Manager against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of its duties hereunder.
Limitation on Liability; Indemnity. Notwithstanding any provisions of this Service Description or the Master Agreement to the contrary, except as otherwise expressly required by Article 4A of the Uniform Commercial Code of Illinois, Bank's sole and exclusive liability to you for any delay in executing, improper execution, or failure to execute a transaction, ACH Entry or Entry Data hereunder constituting a Payment Order shall be to assist you in retransmitting the Payment Order. If, in any case, Bank is liable to you for lost interest, Bank will calculate interest based on Bank’s then current account analysis earning rate. With respect to services performed hereunder outside the scope of Article 4A of the Uniform Commercial Code of Illinois, Bank shall only be liable as set forth in the Master Agreement. Your obligations and responsibilities with respect to any transaction, Entry Data or ACH Entry and the Services to each of your Clients is governed by the Client Agreement between such Client and you, and Bank shall have no liability to you or any Client in connection therewith. With respect to any ACH Entries in a foreign currency, you and the Client assume the risk of any loss from foreign exchange conversion and assume the risk of the ODFI in the event of any error or duplicate ACH Entries, it beingagreed that Bank shall have no liability for any such risks.
Limitation on Liability; Indemnity. It is understood and agreed that the Company and the City, in satisfying the conditions of this Agreement, have acted independently, and that the City assumes no responsibilities or liabilities to third parties in connection with these actions. THE COMPANY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY AND ITS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES FROM ALL CLAIMS, SUITS, AND CAUSES OF ACTIONS, LIABILITIES AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, OF ANY NATURE WHATSOEVER ASSERTED BY A THIRD PARTY AND ARISING OUT OF THE COMPANY’S PERFORMANCE OF THE CONDITIONS AND/OR OBLIGATIONS UNDER THIS AGREEMENT.
Limitation on Liability; Indemnity. Except in the case of gross negligence, bad faith or willful misconduct, ORIX’s maximum liability to, and the sole remedy of, HL for ORIX’s failure to provide the Services is a refund of the price paid for the particular service or, at the option of HL, a redelivery (or delivery) of the service. In no event shall ORIX be liable to HL or any other party for any consequential, incidental, special or punitive damages or lost profits or diminution in value damages, suffered by HL or such other party arising out of this Agreement or the Services, whether resulting from actual or alleged negligence of ORIX or otherwise. HL shall indemnify and hold harmless ORIX, its affiliates and its employees, directors, agents and contractors against any liability, expense, claim or loss (including attorneys’ fees), other than any taxes imposed or based on the Service Fee (payment of which shall be governed exclusively by Annex B), arising out of this Agreement or the Services, except to the extent such liability, expense, claim or loss arose out of a breach of this Agreement by, or the gross negligence, bad faith or willful misconduct of, ORIX.
Limitation on Liability; Indemnity. 9.1 CENTURYLINK, ITS AFFILIATES, CONTRACTORS, OR SUPPLIERS, SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, PUNITIVE, CONSEQUENTIAL DAMAGES, ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, AND REGARDLESS OF WHETHER CENTURYLINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR DAMAGES. FURTHER, NEITHER CENTURYLINK NOR ANY OF ITS AFFILIATES, SUPPLIERS, CONTRACTORS OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER’S INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR ITS USE OF OR ACCESS TO THE SERVICES, OR (II) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
Limitation on Liability; Indemnity. Company’s liability with respect to the products sold or the services rendered hereunder shall be limited to performance of its responsibilities specified in Section 10 hereof, and shall not exceed the cost of re-performing deficient services. For any other breach of its responsibilities to Buyer, Company’s liability will be limited to the price of the associated goods or services. Company’s limitation of liability hereunder shall apply to all causes of action in the aggregate, including without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations and other torts. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, CONTINGENT OR CONSEQUENTIAL DAMAGES, WHETHER THE THEORY BE BREACH OF THIS OR ANY OTHER WARRANTY, NEGLIGENCE OR STRICT LIABILITY IN TORT. In any jurisdiction in which the above limitations of liability are restricted, Company’s liability shall be limited to the greatest extent permitted by law.
Limitation on Liability; Indemnity a. Consultant will not be liable to Client, or to anyone who may claim any right due to a relationship with Client, for any acts or omissions in the performance of the Services under this Agreement unless such acts or omissions constitutes gross negligence or willful misconduct.
Limitation on Liability; Indemnity. Neither Manager nor its Affiliates (an “Actor”) shall be liable to the Company or the other Members for actions taken in good faith by the Actor in connection with the Company or its business; provided that the Actor shall in all instances remain liable for acts in breach of this Agreement or which constitute bad faith, fraud, willful misconduct or gross negligence (except to the extent the Company is compensated for the same by insurance coverage maintained in accordance with this Agreement). The Company, its receiver or trustee shall indemnify, defend and hold harmless each Actor, to the extent of the Company’s assets (without any obligation of any Member to make contributions to the Company to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Actor in connection with the business of the Company, including without limitation attorneys’ fees and costs incurred by the Actor in the settlement or defense of such claim; provided that no Actor shall be indemnified for claims based upon acts performed or omitted in breach of this Agreement or which constitute bad faith, fraud, willful misconduct or gross negligence. The Company may procure errors and omissions insurance coverage for the Members for policy limits and risks determined by Manager.
