Limitations of Liability and Indemnities Sample Clauses

Limitations of Liability and Indemnities. 1. The Association is not liable for damage or loss caused by delay in installation or interrupted service due to fire, flood, corrosive substance in the air, strike lockout, dispute with workmen, inability to obtain material or services, commotion, war, act of nature, or any other cause beyond Association reasonable control.
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Limitations of Liability and Indemnities. The General Partner is not liable to limited partners except for actual fraud, gross negligence or willful misconduct, provided the General Partner acted in good faith. Where the General Partner is liable (i.e. for fraud, gross negligence etc.), it is responsible for indemnifying the Wuskwatim Partnership and the limited partners for all costs, etc. • The Wuskwatim Partnership will indemnify the General Partner (including officers, directors, shareholders etc) for costs, etc. incurred in connection with the Wuskwatim Partnership’s business, where the General Partner is excluded from liability as set out in the provisions described in the immediately preceding paragraph. • Subject to certain stated exceptions in the Wuskwatim Partnership Agreement and in the legislation governing limited partnerships in Manitoba, a limited partner’s liability is limited to its capital contribution, or the amount of money it actually invested, plus the limited partner’s share of undistributed Wuskwatim Partnership’s income, or profit already earned, but not paid out yet. The primary way in which a limited partner can lose its limited liability is if it participates in the management of the business and a third party is not aware that it is a limited partner. Units and Transfers • Units in a limited partnership are the equivalent of shares in a corporation. The number of units owned by a limited partner in a partnership as compared to the total number of issued units determines that limited partner’s ownership percentage in the partnership. • There is one class of units created for the Wuskwatim Partnership. Each of such units has equal rights to vote and to distributions. Each unit carries one vote. There are no exchange, redemption or retraction rights attached to the units. Additional classes of units must be determined by the General Partner, with the unanimous consent of limited partners. • The subscription price per unit is $1,000. Subscriptions for units must be made in compliance with the Agreement and the PDA. Hydro, TPC and the General Partner agree in the PDA to subscribe for a certain number of units on the initial closing date. • The General Partner, or such other person appointed by it, is to act as registrar and transfer agent of the Wuskwatim Partnership and to maintain the books, records and registers of the Wuskwatim Partnership. • Partners cannot transfer units without the unanimous consent of all limited partners, which consent can be unreasonably withheld...
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Limitations of Liability and Indemnities. 1. The Contractor is not be liable for damage or loss caused by delay in installation or interrupted service due to fire, flood, corrosive substance in the air, strike lockout, dispute with workmen, inability to obtain material or services, commotion, war, act of nature, or any other cause beyond Contractor reasonable control.
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Limitations of Liability and Indemnities. The services of the company are provided "as is" and "as available", and the company makes no warranties of any kind, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. The company does not warrant that company website(s), servers, or e-mail communication are free of viruses or other harmful components. The company will not be liable for any damages of any kind arising from the use of the trading platform or website(s), including, but not limited to direct, indirect, incidental, punitive, and consequential damages.
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Limitations of Liability and Indemnities. 9.1. Neither party shall be liable to the other for any indirect, consequential, exemplary, special, incidental or punitive damages, including without limitation, loss of use, data, business, revenue, profits, or goodwill, or damages arising out of or in connection with the use or inability to use the Services provided pursuant to this Agreement, under any theory of tort, contract, warranty, strict liability, negligence or otherwise, even if the party has been advised, knew or should have known of the possibility of such damages.
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Limitations of Liability and Indemnities. The total liability of Seller for all claims arising out of or relating to the formation, performance or breach of this Contract or any Products shall not exceed the price of the Products giving raise to the claim. Seller shall not be liable for loss of profit or revenues, loss of use of equipment or systems, interruption of business, cost of replacement of power, cost of capital, downtime costs, increased operating costs, consequential, incidental, indirect, or punitive damages, or claims of Buyer’s customers for any of the foregoing types of damages. All Seller liability shall end upon expiration of the applicable warranty period, provided that Buyer may continue to enforce a claim for which it has given notice prior to that date by commencing an action or arbitration, as applicable under this Contract, before expiration of any statute of limitations or other legal time limitation but in no event later than one year after expiration of such warranty period. Seller shall not be liable for any advice or assistance that is not required for the work scope under this Contract. If Buyer is supplying Products to a third party, or using Products at a facility owned by a third party, Buyer shall either (i) indemnify and defend Seller from and against any and all claims by, and liability to, any such third party in excess of the limitations set forth in this Article, or (ii) require that the third party agree, for the benefit of and enforceable by Seller, to be bound by all the limitations included in this Article.
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Limitations of Liability and Indemnities 
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Related to Limitations of Liability and Indemnities

  • Limitations of Liability and Indemnity 28.1. In the event the Company provides information, recommendations, news, information relating to transactions, market commentary or research to the Client (or in newsletters which it may post on its Website or provide to subscribers via its Website or otherwise), the Company shall not, in the absence of its fraud, willful default or gross negligence, be liable for any losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any such information given.

  • Limitations of Liability The Trustee shall have no responsibility or liability to:

  • Liability and Indemnities Alberta Innovates shall not be liable in any way whatsoever to the Applicant or any of its directors, officers, employees, agents, personal legal representatives and/or heirs for any losses, damages or claims, including but not limited to indirect, incidental, consequential, or special damages or any loss of profits, loss of business opportunity, loss of revenue, or any other loss or injury suffered or arising in any way whatsoever in the course of the Project, whether arising before or after submitting an Application or entering into the Investment Agreement with Alberta Innovates. The Applicant agrees to indemnify, defend and hold harmless Alberta Innovates, its directors, officers, employees and agents against and from any and all third party claims, demands, actions and costs whatsoever (including legal costs on a solicitor and his own client full-indemnity basis) that may arise directly or indirectly out of any act or omission of the Applicant, or any of its directors, officers, employees, contractors, agents or legal representatives or the negligence or tortious act or willful misconduct of the Applicant or any of its directors, officers, employees, contractors, agents or legal representatives in relation to their obligations under this Investment Agreement. This section will survive termination or expiry of this Investment Agreement.

  • LIMITATION OF LIABILITY AND INDEMNITY Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, Tenant agrees to protect, defend (with counsel acceptable to Landlord) and hold Landlord and Landlord's lenders, partners, members, property management company (if other than Landlord), agents, directors, officers, employees, representatives, contractors, shareholders, successors and assigns and each of their respective partners, members, directors, employees, representatives, agents, contractors, shareholders, successors and assigns (collectively, the "Indemnitees") harmless and indemnify the Indemnitees from and against all liabilities, damages, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) arising from or in any way related to, directly or indirectly, (i) Tenant's or Tenant's Representatives' use of the Premises, Building and/or the Park, (ii) the conduct of Tenant's business, (iii) from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises, (iv) in any way connected with the Premises or with the improvements or personal property therein, including, but not limited to, any liability for injury to person or property of Tenant, Tenant's Representatives, or third party persons, and/or (v) Tenant's failure to perform any covenant or obligation of Tenant under this Lease. Tenant agrees that the obligations of Tenant herein shall survive the expiration or earlier termination of this Lease. Except to the extent of damage resulting from the active gross negligence or willful misconduct of Landlord or its authorized representatives, to the fullest extent permitted by law, Tenant agrees that neither Landlord nor any of Landlord's lender(s), partners, members, employees, representatives, legal representatives, successors or assigns shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Tenant or by any person(s) whomsoever who may at any time be using, occupying or visiting the Premises, the Building or the Park, including, but not limited to, any acts, errors or omissions by or on behalf of any other tenants or occupants of the Building and/or the Park. Tenant shall not, in any event or circumstance, be permitted to offset or otherwise credit against any payments of Rent required herein for matters for which Landlord may be liable hereunder. Landlord and its authorized representatives shall not be liable for any interference with light or air, or for any latent defect in the Premises or the Building.

  • Limitation of Liability and Indemnification State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

  • Exclusion of Liability and Indemnity 7.1 Nothing in this clause 7 shall restrict or exclude liability of HKEX-IS or the Licensee in respect of death or personal injury resulting from negligence.

  • Release of Liability and Indemnification Landlord and/or its Agent and employees shall not be liable for any personal conflict between Tenant and co-Tenants, Tenant’s guests or invitees, or with any other Tenants that reside in the Building. A conflict between Tenants does not constitute grounds for termination of the Lease, or a withholding or a set-off against Rent to the fullest extend allowed by law, Landlord and/or Agent and employees of shall not be liable for any death, injury, damage or loss to person or property, including, but not limited to, any death, injury, damage or loss caused by burglary, assault, vandalism, theft or any other crimes, negligence of others, wind, rain, flood, hail, ice, snow, lightening, fire, smoke, explosions, natural disaster or other acts of God, or any other cause beyond the reasonable control of the Landlord and/or Agent and employees; and Tenant hereby expressly waives all claims for such death, injury, damage or loss. Tenant agrees to indemnify, defend and hold harmless Landlord and/or Agent and employees, and their respective officers, directors, shareholders, members, managers, agents, employees, heirs, beneficiaries, legal representatives, successors and assigns, from any and all liabilities, claims, suits, demands, losses, damages, fines, penalties, fees, costs or expenses (including, but not limited to, reasonable attorney’s fees, costs and expenses if permitted by prevailing law) arising by reason of any death, injury, damage or loss sustained by any person, including Tenant, Guarantor and Tenant’s guests and invitees to the extent not caused by any omission, fault, negligence, or other misconduct of Landlord and/or Agent and employees. All personal property placed or kept in the Premises, or in any storage room or space, or anywhere on the adjacent property shall be at Tenant’s sole risk and Landlord and/or its Agents and employees shall not be liable for any damages to, or loss of, such property. Tenant is responsible for securing apartment- dwellers’, renters or similar insurance to cover any damage or loss to personal property kept by Tenant in or about the Premises, and Landlord and/or Agent and employees shall not have any liability with respect to the same.

  • 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.

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