Limitations on Liability; Indemnity. No manager, nor any member, nor any of their respective Affiliates (each, an “Actor”) shall be liable to the Company 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 that constitute bad faith, fraud, willful misconduct, or gross negligence. 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), for, from, and against any losses, costs, and expenses 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; provided that no Actor shall be indemnified for claims based upon acts performed or omitted in material breach of this Agreement or that constitute bad faith, fraud, willful misconduct, or gross negligence.
Limitations on Liability; Indemnity. HDC does not warrant or guarantee any particular result will be obtained through SPM’s use of the Licensed Technology. HDC shall not be liable to SPM or any customer of SPM because of any failure in the commercial operations of SPM or any SPM customer. Moreover, HDC does not warrant or guarantee against health or safety hazards to workers who use, or purchasers of products made from, the Licensed Technology. Consistent with the foregoing, SPM shall indemnify, defend, and hold HDC harmless from any loss and expenses (including reasonable attorneys’ fees, settlements and judgments) resulting from illness, injury, or death to persons (including employees of HDC), or loss or damage to property (including property of HDC and its customers) or the environment, incurred by HDC, or a third party, and resulting in any way whatever the cause may be arising out of, or pertaining to, the subject matter of this Agreement, unless the same is proven to have been caused directly by bad faith, gross negligence, or willful misconduct on the part of HDC. HDC shall promptly notify SPM in writing of any suits, claims, actions, demands, complaints, lawsuits or other proceedings (each a “Claim”) that are subject to indemnification under this Agreement. SPM under this Agreement, shall have the sole authority to settle any indemnified Claim without the consent of HDC, provided, however, that SPM shall not, without the written consent of HDC, as part of any settlement or compromise (i) admit to liability on the part of HDC; (ii) agree to an injunction against HDC; or (iii) settle any matter in a manner that separately apportions fault to HDC. As part of the settlement of any Claim, SPM shall obtain a full, complete, and unconditional release from the claimant on utilizing attorneys of its choice, at its own expense. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS INTERRUPTION, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT. NOTWITHSTANDING THE ABOVE, THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY FOR DAMAGES ARISING FROM (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) BREACH OF THE OBLIGATIONS OF CONFIDENTIALITY UNDER ARTICLE IX OF THIS AGREEMENT; OR (C) LIABILITY FOR INDEMNIFICATION AGAINST THIRD-PARTY CLAIMS AS SET FORTH IN THIS ARTICLE III.A.
Limitations on Liability; Indemnity. The Client agrees to indemnify and hold Hyperion harmless from any and all expenses, damages, costs and fees, including reasonable attorney’s fees, which may be incurred by reason of the Client’s negligence, willful misconduct, malfeasance, material breach of this Agreement or violation of applicable law. Hyperion agrees to indemnify and hold the Client harmless from any and all expenses, damages, costs and fees, including reasonable attorney’s fees, which may be incurred by reason of Hyperion’s negligence, willful misconduct, malfeasance, material breach of this Agreement or violation of applicable law. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that the Client may have under Federal or State securities laws.
Limitations on Liability; Indemnity. No Member (including the Manager) or its Affiliates or their members, officers, directors, partners, stockholders, employees, contractors, advisors or consultant (each an “Indemnitee”) shall be liable to the Company or the other Members for actions taken in good faith by the Indemnitee in connection with the Company or its business. The Company, its receiver or trustee shall indemnify, defend and hold harmless each Indemnitee, 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 Indemnitee arising out of any claim based upon acts performed or omitted to be performed by the Indemnitee in connection with the business of the Company, including without limitation attorneys’ fees and costs incurred by the Indemnitee in the settlement or defense of such claim; provided that no Indemnitee shall be indemnified for claims based upon acts performed or omitted in an intentional breach of this Agreement or which constitute fraud, willful misconduct or gross negligence. Notwithstanding anything in this Section 5.8 to the contrary, the Manager shall not be entitled to indemnification with respect to the matters set forth in Section 5.6.
Limitations on Liability; Indemnity. 20.1. The Distributor shall not forward any warranty to third parties other than the Principal’s warranty stipulated by the Distribution and Marketing Agreement. The Principal shall not be liable for any warranty obligations set by the Distributor which exceed or differ from the Principal’s warranty. After the expiration of the warranty period, technical support will be available to customers as a fee service.
20.2. In the event that the Distribution and Marketing Agreement is terminated, the Distributor will not be responsible for further support for the Product(s).
20.3. Distributor shall provide a certificate of insurance for product liability, insured accidents, protection of incorporeal rights within the Market, and related coverage with the Manufacturer, Principal, and Distributor as named insured on the policy within the Market.
20.4. The Principal shall indemnify the Distributor in the event the Distributor is sued for patent infringement, product liability, warranty, negligence or any other reason related to the Products.
Limitations on Liability; Indemnity. (a) Subject to the limitations set forth herein and the provisions of subsection (c) below, (i) BlackRock shall indemnify Client against any and all losses, damages, costs, expenses (as they are incurred, including reasonable attorney’s fees), liabilities, claims, and demands (“Losses”) by third parties against Client in connection with this Agreement to the extent such claims arise out of BlackRock’s gross negligence, intentional misconduct, fraud, or illegal acts, except to the extent such claims are attributable to Client’s acts or omissions, and (ii) other than for claims that arise out of BlackRock’s gross negligence, intentional misconduct, fraud or illegal acts, BlackRock shall not be liable for any Losses in connection with this Agreement, even if arising out of its mistake in judgment, acts or omissions, or erroneous data or calculations. In no event shall either party be liable for any consequential, punitive, exemplary, incidental, or other indirect damages.
(b) Client shall indemnify BlackRock against Losses suffered by BlackRock in connection with this Agreement, and Client further agrees to reimburse BlackRock for all reasonable out-of-pocket expenses incurred by BlackRock in connection with investigating, preparing for or defending any action or claim, whether in connection with pending or threatened litigation to which BlackRock is a party, in each case, as such expenses are incurred or paid. Client, however, will not be responsible for any Losses that are finally judicially determined by a court of competent jurisdiction to have resulted from the gross negligence, intentional misconduct, fraud, or illegal acts of BlackRock.
(c) Other than with respect to claims for breach of confidentiality, BlackRock’s liability, in the aggregate, shall not exceed the fees payable by Client hereunder during the twelve (12) months immediately preceding the event giving rise to the liability. BlackRock’s entire liability to Client is set forth in this Section 6.
Limitations on Liability; Indemnity. No Member, its Representative or 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 the Contribution Agreement which the Facilitator by Decision determines to be Performance Defaults or Major Defaults as and to the extent set forth in Section 8 hereof. 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 the Contribution Agreement which the Facilitator by Decision determines to be Performance Defaults or Major Defaults which are not cured within the Cure Period.
Limitations on Liability; Indemnity. No Manager or officer of the Company or their Affiliates or any Member (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 that constitute bad faith, fraud, willful misconduct or gross negligence (except to the extent the Company is compensated for the same by insurance coverage maintained by the Company). 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 that constitute bad faith, fraud, willful misconduct or gross negligence. The Manager may, in its discretion, procure, at the expense of the Company, errors and omissions insurance coverage for the Manager and the officers of the Company for policy limits and risks reasonably acceptable to the Manager.
Limitations on Liability; Indemnity. (a) BlackRock shall not be liable for any incidental, consequential, special, exemplary, or indirect damages. Except with respect to indemnified claims (as set forth below in subsection (b)(i)), in no case shall BlackRock's liability, in the aggregate, exceed the fees payable by Client to BlackRock during the six-month period immediately preceding the event giving rise to the liability.
(i) BlackRock shall defend and indemnify Client against all losses, damages, expenses (including reasonable attorney's fees), and claims ("Losses") arising out of BlackRock's breach of its obligations under Sections 3(c) and 6; and (ii) Client shall defend and indemnify BlackRock against all Losses arising out of Client's breach of its obligations under Sections 1(e), 2(c), and 6, and Client further agrees to reimburse BlackRock for all out-of-pocket expenses (as noted above) incurred by BlackRock in connection with investigating, preparing for or defending any action or claim, whether in connection with pending or threatened litigation to which BlackRock is a party, in each case, as such expenses are incurred or paid. Client, however, will not be responsible for any Losses that are finally judicially determined by a court of competent jurisdiction to have resulted from the gross negligence, fraud, or illegal acts of BlackRock.
Limitations on Liability; Indemnity. 14.1. Nothing in this Agreement shall limit or exclude the liability of either party for losses arising out of or in connection with:
(i) death or personal injury resulting from its negligence;
(ii) its fraud or fraudulent misrepresentation; or
(iii) any other act or omission, liability for which cannot be limited or excluded by Applicable Law.
14.2. Except as expressly provided in this Agreement, to the maximum extent permitted by law, Luxon disclaims all representations, warranties, covenants or other terms, whether express or implied, made to Merchant, its Affiliates, or any other person or Entity, including any warranties regarding quality, suitability, merchantability, non-infringement, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) of any Service or any goods provided incidental to the Services provided under this Agreement.
14.3. Notwithstanding anything in this Agreement to the contrary, and except as provided in Clause 14.1, in no event shall Luxon, its Affiliates or any of its or their Representatives be liable under or in connection with this Agreement and whether in contract, tort (including negligence), for breach of statutory duty or otherwise for any:
(i) lost profits, lost business or revenues, lost savings or lost business opportunities or contracts;
(ii) loss of, or damage to, goodwill or reputation; or
(iii) exemplary, punitive, special, incidental, indirect or consequential damages of any kind, in each case, regardless of whether such damages were foreseeable or whether Luxon, its Affiliates or any of its or their Representatives have been advised of the possibility of such damages.
14.4. Except as provided in Clause 14.1:
(i) except for undisputed amounts owed by Luxon to Merchant in connection with Settlement, Luxon’s maximum liability to Merchant for any and all claims under or in connection with this Agreement and whether arising in contract, tort (including negligence), breach of statutory duty or otherwise shall be limited to $50,000 (“Limitation of Liability”);
(ii) the Limitation of Liability shall control notwithstanding any other provision of this Agreement and shall apply to the liability of Luxon, its Affiliates or any of its or their Representatives; and
(iii) Luxon shall have no liability for claims made by Merchant in connection with Settlement if Merchant has not made a claim for the amount within [twelve (12) months] of the obligation arising.
14.5. Notwiths...
