Limitations and Indemnity Sample Clauses

Limitations and Indemnity. General Exclusions: Neither we nor our directors, officers, employees, or agents shall be liable for any losses, damages, costs or expenses, whether arising out of negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by you under this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such loss is reasonably foreseeable consequence or arises directly from our or their respective gross negligence, wilful default or fraud. In no circumstance, shall we have liability for losses suffered by you or any third party for any (a) indirect, special or consequential damage, (b) loss of profits, (c) loss of goodwill, (d) loss of business opportunity arising under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise, including any act or omission arising out of or in connection with any error in any instruction given by you, or on any instruction which is or reasonably appears to us to be from you. Nothing in this Agreement will limit our liability for death or personal injury resulting from our negligence or for any liability which cannot be lawfully excluded or limited. Tax Implications: Without limitation, we do not accept liability of any adverse tax implications of any Transaction whatsoever. Furthermore, we do not provide tax advice. Changes in the Market: Without limitation, we do not accept any liability by reason of any delay or change in the Market conditions before any particular Transaction is affected.
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Limitations and Indemnity. (a) The Escrow Agent is hereby irrevocably authorised to act on (i) a Written Instruction given by Party B pursuant to this Agreement, and (ii) (if applicable) the Outside Date Notice, in each case, in accordance with the terms of such written notice without further investigation. (b) The Escrow Agent shall be liable and shall indemnify and hold harmless each of Party A and Party B for any loss or damage incurred by Party A or Party B as a result of fraud, gross negligence or wilful misconduct of the Escrow Agent or any of its officers or employees or professional advisers. (c) Notwithstanding anything to the contrary herein, the Escrow Agent shall not: (i) save as provided in this Agreement, be bound to disclose to any other person any information relating to any other Party; (ii) be liable for acting upon any Written Instruction or Outside Date Notice furnished to it hereunder and believed by it in good faith to be genuine and to have been signed and presented by an authorised signatory of Party A and/or Party B, as applicable; or (iii) have any responsibility to any Party if any instruction given in accordance with the terms of this Agreement is for any reason, not received by the Escrow Agent (other than due to any fault of the Escrow Agent).
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Limitations and Indemnity. Notwithstanding anything to the contrary in this Agreement (other than with respect to the PMB’s Claims arising out of or in connection with the matters described in clauses (c) and (d) and the last sentence of Section 11.2 hereof, for which the Parties hereby agree that the limitations set forth in this sentence shall not apply), PMB shall not seek, or be entitled to, indemnification or any other action, whether in law or in equity, for a breach of any express representation, warranty, covenant or obligation of the Put Member under this Agreement (a) to the extent the aggregate Claims for damages or losses for which indemnification is sought pursuant to Section 11 hereof or any other claim for breach of any other express representation, warranty, covenant or obligation of the Put Member under this Agreement is less than $50,000 or (b) to the extent the aggregate Claims for damages or losses (excluding any Claims arising out of or in connection with the matters described in clauses (c) and (d) and the last sentence of Section 11.2 hereof) exceed an amount equal to three percent (3%) of the Agreed Value. In calculating the amount of any damages payable to PMB hereunder, the amount of the damages (A) shall not be duplicative of any other award for any indemnification claim or other claim for breach of any express representation, warranty, covenant or obligation of the Put Member under this Agreement, and (B) shall be computed net of any amounts actually recovered by PMB under any insurance policy with respect to such damages.
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Limitations and Indemnity. Tenant acknowledges and agrees that (a) notwithstanding Landlord’s agreements contained in subsection (ii) above, Landlord shall have no liability whatsoever to Tenant for its failure to dispossess any Existing * Confidential treatment requested; certain information omitted and filed separately with the SEC. Tenant and Tenant shall have no claim, action or remedy against Landlord for such failure including, but not limited to, any rent abatement or termination right hereunder and (b) in no event shall Tenant’s presence in the Building prior to the Anticipated Termination Date interfere with the use and occupancy of any Existing Tenant as permitted under the Existing Leases, with Landlord hereby reserving the right to impose reasonable restrictions on Tenant’s performance of Tenant’s Work ( as hereinafter defined) to assure the same. Tenant hereby agrees to indemnify and hold Landlord harmless from and against any and all liabilities, fees, penalties, claims, demands, judgments, damages and actions arising from or in any way related to (A) Landlord’s efforts to obtain free and clear possession of the Additional Premises from the Existing Tenants as provided in subsection (ii) above (excepting, however, that Landlord shall be responsible for all costs incurred by Landlord in connection with such proceedings relating to the dispossession of any Existing Tenant from the Additional Premises as set forth in subsection (ii) above), (B) Tenant’s interference with the quiet enjoyment or other use and occupancy of any Additional Premises by any Existing Tenant prior to the Anticipated Termination Date, (C) any interaction or dealings between Tenant and any of the Existing Tenants arising out of or in connection with this Lease, or (D) Tenant’s pursuit of its own independent claims, remedies or actions against any Existing Tenant still in possession of its premises after the Anticipated Termination Date. Tenant’s foregoing indemnification obligations shall specifically exclude any matter exclusively arising out of the landlord-tenant relationship between Landlord and any Existing Tenant that pre-dates and is unrelated to this Lease.
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Limitations and Indemnity a) THIS CLAUSE ELIMINATES ANY AND ALL LIABILITY OF ACCESS POINT INFORMATION CANADA LTD. AND ANY DATA PARTNER AND REQUIRES SUBSCRIBERS TO ASSUME THE FULL RISK IN RESPECT OF ANY USE OF THE SERVICE. PLEASE READ CAREFULLY. b) Because Computer Systems and their operations are inherently complex and because information retrieved from any Computer System may not be completely free of errors and/or may be subject to change or modification either deliberately or inadvertently, Access Point and the Data Partner assume no responsibility or liability to any person using the Service and in particular: i) In no event will Access Point or any Data Partner its servants, agents, contractors, and employees be liable for direct, indirect, general, special, or consequential damages including personal injury, lost profits, lost savings, or any other incidental damages arising out of the use of, or inability to use a Service, or utilize any documentation related thereto. ii) The entire risk as to the quality and performance of any Computer System, Access to any Service, or any information produced, is assumed by the Subscriber and any other person using information generated by the Subscriber. iii) Neither Access Point or any Data Partner, its servants, agents, contractors, and employees make no warranty or representation either express or implied with respect to the information contained in any Computer System, with respect to any user’s guide documentation, with respect to the Computer System or as to its performance, quality, merchantability, or fitness for a particular purpose. iv) Neither Access Point or any Data Partner, its servants, agents, contractors, and employees will be liable for any loss or damage caused by any alteration of the format or content of a print or a display of information retrieved from any Data Base, the quality of any print display, the information contained in any screen dump, any system failure, hardware malfunction, manipulation of data, inadequate or faulty Transaction, or delay or failure to provide Access to any Subscriber or any person using a Subscriber’s Electronic Authorization or Password or using any information provided by to a Subscriber. v) The Subscriber indemnifies and saves harmless Access Point, the Data Partner, its servants, agents, contractors, and employees against any and all losses, claims, damages, actions, causes of action, costs and expenses that any such indemnified person may sustain, incur, suffer, or be put to by rea...
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Limitations and Indemnity 
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Related to Limitations and Indemnity

  • Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract. b. The Contractor shall defend, indemnify and save harmless the City, its elected or appointed officials, agents and employees from and against any and all liability, suits, damages, costs (including attorney fees), losses, outlays and expenses from claims in any manner caused by, or allegedly caused by, or arising out of, or connected with, this contract, or the work or any subcontract thereunder (the Contractor hereby assuming full responsibility for relations with subcontractors), including, but not limited to, claims for personal injuries, death, property damage, or for damages from the award of this contract to Contractor, notwithstanding any possible negligence, whether sole or concurrent, on the part of the City, its officials, agents and employees. c. The Contractor shall indemnify and hold the City harmless from all wages or overtime compensation due any employees in rendering services pursuant to this agreement or any subcontract, including payment of reasonable attorneys’ fees and costs in the defense of any claim made under the Fair Labor Standards Act, the Missouri Prevailing Wage Law or any other federal or state law. d. The indemnification obligations of Contractor hereunder shall not be limited by any limitations as to the amount or type of damages, compensation or benefits payable by or for the Contractor, under any federal or state law, to any person asserting the claim against City, its elected or appointed officials, agents and employees, for which indemnification is sought. e. The indemnification obligations herein shall not negate, abridge or reduce in any way any additional indemnification rights of the City, its elected or appointed officials, agents and employees, which are otherwise available under statute, or in law or equity. f. Contractor affirms that it has had the opportunity to recover the costs of the liability insurance required in this agreement in its contract price. Contractor’s obligation under this agreement to defend, indemnify, and hold harmless any person from that person’s own negligence or wrongdoing is limited to the coverage and limits of the applicable insurance required of the Contractor under this agreement. g. The Contractor shall indemnify and hold the City harmless for any penalties, fines, fees or costs, including costs of defense, which are charged or assessed by any Federal, state or local agency including, but not limited to, Environmental Protection Agency or Department of Natural Resources.

  • LIMITATION OF LIABILITY AND INDEMNITY 19.1. Subject to the provisions of the relevant laws that are applicable in the Republic of Cyprus from time to time: a) AM CY and any Affiliates make no warranties either expressly or impliedly as to merchantability, fitness for a particular purpose, or otherwise (including as to accuracy, availability, completeness or quality), with respect to any services offered by virtue of the Agreement, including, without limitation, AM CY’s trading platform; b) AM CY and its Affiliates are excluded from all liability in contract or otherwise relating to or resulting from use of any service to be provided under this Agreement and for any loss incurred by you directly or indirectly without limitation as a result of or arising out of: i. any inaccuracy, error or delay in or omission from any information provided to you under this Agreement; ii. any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the trading platform or in respect of the transmission of orders, instructions or any other information; iii. any misinterpretation of your order or instructions which are unclear, ambiguous, or not specific; or iv. a service disruption event. 19.2. AM CY and its Affiliates are not liable in contract, tort (including negligence) or otherwise for any loss of prospective profits or expenses or special, indirect or consequential damages resulting from the supply of a service and the provision of custodial or depository services (as and if applicable). 19.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep AM CY, its Affiliates and their directors, officers, employees, associates, agents and representatives as well as their affiliates indemnified from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement or any order, instruction or transaction; b) any breach by you of any applicable law; c) any representation or warranty made or given by you under this Agreement proven to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or authorised persons, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to AM CY, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any order or instruction including, for instance, as a result of systems or market delays, or due to verification procedures or unauthorised processes or due to call waiting time or adherence to internal policies and procedures; g) anything lawfully done by AM CY in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of AM CY complying with any direction, request or requirement of applicable law, any financial market, any government body or any regulatory body having jurisdiction over AM CY; j) arising from and in connection with or in any way related to AM CY in good faith accepting and acting on instructions received by facsimile transmission, email or by other means which are signed by or purported to be signed by you or any authorised person; k) arising out of AM CY’s observance of this Agreement; or l) payable in connection with the acquisition of any financial product or in relation to any calls or demands for payments (including unpaid capital) in respect of them.

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