Limitations of Liability Indemnification Sample Clauses

Limitations of Liability Indemnification a. FSC shall not be liable to the Trust for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed by this Agreement. b. Subject to the conditions set forth below, the Trust agrees to indemnify and hold harmless FSC and each person, if any, who controls FSC within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any Prospectuses or SAIs (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon and in conformity with written information furnished to the Trust about FSC by or on behalf of FSC expressly for use in the Registration Statement, any Prospectuses and SAIs or any amendment or supplement thereof. If any action is brought against FSC or any controlling person thereof with respect to which indemnity may be sought against the Trust pursuant to the foregoing paragraph, FSC shall promptly notify the Trust in writing of the institution of such action and the Trust shall assume the defense of such action, including the employment of counsel selected by the Trust and payment of expenses. FSC or any such controlling person thereof shall have the right to employ separate counsel in any such case, but the fees and expenses of such counsel shall be at the expense of FSC or such controlling person unless the employment of such counsel shall have been authorized in writing by the Trust in connection with the defense of such action or the Trust shall not have employed counsel to have charge of the defense of such action, in any of which events such fees and expenses shall be borne by the Trust. Anything in this paragraph to the contrary notwithstanding, the Trust shall not be liable for any settlement of any such claim of action effected without its written consent. The Trust agrees promptly to notify FSC of the commencement...

Limitations of Liability Indemnification. Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither the City, the Authority, nor their respective elected officials, officers, directors, appointed officials, employees, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The sole obligation of the Authority under this Redevelopment Contract shall be the issuance of the Indebtedness and granting of a portion of the proceeds thereof to Redeveloper, and full compliance with the terms specifically set forth Article III hereof and payment of TIF Revenues pledged pursuant to the Resolution. The Redeveloper releases the City and Authority from, agrees that neither the City nor Authority shall be liable for, and agrees to indemnify and hold the City and Authority harmless from any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project. The Redeveloper will indemnify and hold each of the City and Authority and their respective elected officials, directors, officers, appointed officials, agents, employees and members of their governing bodies free and harmless from any loss, claim, damage, demand, tax, penalty, liability, disbursement, expense, excluding litigation expenses, attorneys' fees and expenses, or court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about that portion of the Project owned by the Redeveloper, during the term of this Redevelopment Contract or arising out of any action or inaction of Redeveloper, related to activities of the Redeveloper or its agents during the construction of the public infrastructure or public right of ways in the Project.

Limitations of Liability Indemnification. 8.1. Limitation of Liability. IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANOTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY NATURE, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF ANY PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.

Limitations of Liability Indemnification. LGL will indemnify, defend and hold harmless Mtron its affiliates and its businesses and each of their respective directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (a “Mtron Indemnitee”) from and against all claims, damages, losses, liabilities, costs, expenses, reasonable attorney’s fees, and court or arbitration costs (“Losses”) (i) arising out of a claim by a third party against a Mtron Indemnitee to the extent resulting from or alleged to have resulted from any act or omission of a member of the LGL Group (as such term is defined in the Distribution Agreement) under or related to this Agreement, or (ii) in the event of (A) the gross negligence, willful misconduct or fraud of a member of the LGL Group; (B) the failure of LGL to perform the LGL Management Services after the Distribution in accordance with the terms of this Agreement; or (C) the breach by LGL of this Agreement. Mtron will indemnify, defend and hold harmless LGL its affiliates and businesses and each of their respective directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (each, a “LGL Indemnitee”), from and against all Losses (i) arising out of a claim by a third party against a LGL Indemnitee to the extent resulting from or alleged to have resulted from any act or omission of a member of the Mtron Group (as such term is defined in the Distribution Agreement) under or related to this Agreement, or (ii) in the event of (A) the gross

Limitations of Liability Indemnification. IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE SERVICES TO BE PERFORMED BY ONTECH THE RISKS HAVE BEEN ALLOCATED SUCH THAT THE CLIENT AGREES TO LIMIT THE LIABILITY OF ONTECH FOR ANY AND ALL CLAIMS, LOSSES, COSTS, OR DAMAGES OF ANY NATURE SUCH THAT THE TOTAL AGGREGATE LIABILITY OF ONTECH ON ANY CLAIM SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL FEE PAID BY CLIENT TO ONTECH FOR THE SERVICES RENDERED TO CLIENT THAT ARE ALLEGED TO BE THE CAUSE OF THE EVENT OR OCCURRENCE GIVING RISE TO CLIENT’S CLAIM; OR (b) THE TOTAL FEE PAID BY CLIENT TO ONTECH FOR SERVICES RENDERED TO CLIENT OVER THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT OR OCCURRENCE GIVING RISE TO CLIENT’S CLAIM. IT IS INTENDED THAT THIS LIMITATION SHALL APPLY TO ANY AND ALL LIABILITY OR CAUSE OF ACTION HOWEVER ALLEGED OR ARISING. NOTWITHSTANDING THE FOREGOING LIMITATIONS ONTECH SHALL IN NO EVENT BE LIABLE FOR DAMAGES IN EXCESS OF PAYMENTS, IF ANY, MADE BY ONTECH’S INSURANCE CARRIER TO CLIENT.

Limitations of Liability Indemnification. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES FROM AND AGAINST ANY LIABILITY, CLAIMS, DEMANDS, LOSSES, DAMAGES, COSTS AND EXPENSES RESULTING FROM, RELATED OR INCIDENTAL TO (1) ANY ACT, OMISSION, DEFAULT OR BREACH BY YOU OF THE RULES OR ANY WARRANTY BY YOU SET FORTH HEREIN; AND (2) YOUR PARTICIPATION IN THE COMPETITION AND/OR YOUR USE OR ACCEPTANCE OF ANY PRIZE WON.

Limitations of Liability Indemnification. 11.1. The Supplier shall not be liable to any person, including any third party, for any special, indirect, incidental or consequential damages, including, but not limited to, lost profits from any cause whatsoever, loss of information, any claims alleging violations of any privacy right or any Privacy and Data Security laws, interruption of business and any other damage or loss arising from or in any way connected with the Service, even if the Supplier has been advised of the possibility of such damage or loss. Without derogating from the foregoing, in no event shall the Supplier's liability exceed the amounts actually paid by the the Customer to the Supplier under this Agreement. 11.2. The Customer agrees to indemnify, defend and hold harmless the Supplier and each of its officers, directors, employees and representatives (the “Supplier Indemnified Parties”) from and against all actions, suits, or claims brought or made by any person, firm or company, collective enterprise or authority, and from all liability, loss, expenses, interest, damages and costs suffered, incurred by or awarded against the Supplier Indemnified Parties including, without limitation, the payment of reasonable attorneys’ fees arising out of or resulting from: 11.2.1. Any loss of Customer data or other breaches of Personal Information for which the Customer is in possession of and responsible for protecting and securing in connection with this Agreement. 11.2.2. Customer’s failure to comply with applicable Privacy & Data Security laws, including federal, state and local laws, statutes and regulations. 11.2.3. The inaccuracy, incorrectness or untruthfulness of any of the Customer’s representations relating to data privacy and security, contained herein or contained in any document or certificate given in order to carry out the Service contemplated herein. 11.2.4. Any duties or obligations of Customer or Customer agents, relating to data privacy and security, in respect of a Third Party or any subcontractor of the Customer in connection with this Agreement.

Limitations of Liability Indemnification. (a) NANOLUMENS’ EXCLUSIVE LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS AS TO THE DISPLAY PRODUCT OR SERVICES DELIVERED OR FOR DELAYED DELIVERY OR NON- DELIVERY THEREOF, WHETHER ARISING OUT OF CONTRACT, WARRANTY, NEGLIGENCE, NANOLUMENS’S FAILURE TO COMPLY WITH LAWS AND REGULATIONS, STRICT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE PRICE OF THE DISPLAY PRODUCT OR SERVICE IN RELATION TO WHICH THE CLAIM IS MADE OR, AT NANOLUMENS’S OPTION, THE REPLACEMENT THEREOF. (b) IN NO EVENT SHALL NANOLUMENS BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES, (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS), WHETHEROR NOT CAUSED OR RESULTING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF NANOLUMENS, AND WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOT WITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDYOF ITS ESSENTIAL PURPOSE. (c) THE REMEDIES SPECIFIED IN THE NANOLUMENS WARRANTY SHALL CONSTITUTE BUYER'S SOLE AND EXCLUSIVE REMEDY AND NANOLUMENS’ SOLE AND EXCLUSIVE LIABILITY FOR NANOLUMENS’ BREACH OF THE NANOLUMENS WARRANTY. (d) EXCEPT FOR THE NANOLUMENS WARRANTY, NANOLUMENS MAKES NOR INTENDS TO MAKE NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AND IT EXPRESSLY EXCLUDES AND DISCLAIMS ANY AND ALL WARRANTIES WHICH MAY BE IMPLIED OR OTHERWISE CREATED BY OPERATION OF LAW INCLUDING ALL IMPLIED WARRANTIES OF UNINTERRUPTED OR ERROR-FREE USE OR OPERATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (e) Xxxxxxxxxx will defend, indemnify, and hold Buyer harmless from and against third party claims, liabilities, obligations, judgments, and causes of actions (“Third Party Claims”) and associated costs and expenses (including reasonable attorneys' fees) to the extent arising out of an allegation that the Display Products infringe a third party’s U.S. patent, trademark, or copyright. Nanolumens' indemnification obligation will not apply to the extent that the Third-Party Claim is based upon: (i) the use of any item of Display Products in combination with any product, service or activity (or any part thereof) not furnished, performed or recommended in writing by Nanolumens; or (ii) the use of Display Products in violation of this Agreement; or (iii) any conte...

Limitations of Liability Indemnification. Custodian shall not be liable for any costs, expenses, damages, liability or claims, including reasonable fees of counsel (collectively, "Losses"), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, any Clearing Corporation or Trust Receipt Issuer, or their successors or nominees, except for those Losses arising out of (i) Custodian's negligence, bad faith or willful misconduct, or (ii) the material breach by Custodian of any provisions of this Custodial Undertaking. Under no circumstances shall Custodian be liable to Buyer, Seller or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Custodial Undertaking. Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all Losses (including claims by Buyer or Seller) which are sustained by Custodian as a result of Custodian's action or inaction in connection with this Custodial Undertaking, except as provided above. It is expressly understood and agreed that Custodian's right to indemnification hereunder shall be enforceable against Buyer and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the termination of any Transactions or of this Custodial Undertaking.

Limitations of Liability Indemnification x. XX NO CASE SHALL TADPOLES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SERVICES. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions the liability of Tadpoles shall be limited to the fullest extent permitted by law. x. XX NO CASE SHALL TADPOLES’S LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AGGREGATE MONIES ACTUALLY PAID TO TADPOLES BY YOU FOR THE SERVICES WHICH GAVE RISE TO SUCH LIABILITY. x. Xxx agree to indemnify and hold Tadpoles harmless from any liabilities, costs, claims, demands, or damages, including reasonable attorneys’ fees, asserted by any third party due to or arising out of: (i) any breach by you of this Agreement; or (ii) your use or access of the Application or Servers. x. Xxx hereby waive, and release and discharge Tadpoles and agree to hold Tadpoles harmless from any liability for any and all claims for slander, defamation, violation of any moral or artistic rights, invasion of privacy, or violation of the right to publicity or any other personal or proprietary right.