LIMITS OF LIABILITY AND INDEMNIFICATION Sample Clauses

LIMITS OF LIABILITY AND INDEMNIFICATION. (A) OFIC will use reasonable care in performing its obligations hereunder and represents that all such obligations shall be provided in accordance with the standards established and adhered to historically by OFIC in performing such obligations on its own behalf or for its affiliates. In the event that OFIC discovers or is notified of an error or omission in the performance of its obligations hereunder, OFIC shall use its best efforts to correct the error or omission within a time reasonable under the circumstances, or within such a time to furnish a correct report or the correct data and to correct Guarantee's files. EXCEPT AS SET FORTH IN THIS SECTION 8, OFIC DISCLAIMS ALL WARRANTIES, --------------------------------------------------------------------- WHETHER EXPRESS OR IMPLIED, REGARDING ANY SERVICES, HARDWARE, SOFTWARE, ----------------------------------------------------------------------- EQUIPMENT OR MATERIALS PROVIDED BY OFIC UNDER THIS AGREEMENT, INCLUDING WITHOUT ------------------------------------------------------------------------------- LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A ----------------------------------------------------------------------- PARTICULAR PURPOSE. -------------------
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LIMITS OF LIABILITY AND INDEMNIFICATION. CCC makes great efforts to ensure that all of its guests have a safe and nurturing environment. Occasionally accidents happen. CCC continuously monitors the play of all of its guests as well as their physical wellbeing. If CCC discovers that Client’s pet has been injured, it will notify Client when the pet is picked up, or sooner, if the circumstances warrant. Additionally, each pet is thoroughly checked for obvious physical injury at the time they arrive and again before they are released to Client. While CCC believes that it would be aware of any injury and would alert Client, if Client believes that Client’s pet was injured during his or her stay, Client agrees to bring it to CCC’s attention immediately at the time Client picks up the pet. After a pet leaves the premises, there is no way to determine where or how your pet was injured. Client expressly waives and relinquishes any and all claims against Canine Country Club, and their employees, agents, or other representatives, for any and all damages, liabilities, claims, losses, whatsoever resulting from use of the services provided herein, except those arising from willful negligence of the CCC. Client agrees to be solely responsible for or expenses associated with injuries to staff of CCC, other pets, other clients or damage any and all acts or behavior of Pet while in the care of CCC, including payments of any costs to the property of CCC. Client agrees to indemnify and hold harmless CCC, its agents or authorized representatives, from and against any and all loss, claim, damage, or expense, including attorney’s fees, obligations, costs, expenses, judgments, penalties or liabilities of whatever kind or nature, sustained or incurred by CCC, its agents or authorized representatives, as a result of Client’s or Client’s representative’s misrepresentation, intentional or unintentional, or any other injury, harm or damage which is caused by Client’s Pet. ASSUMPTION OF RISK Client understands the risks involved in socializing my pet(s) in daycare and agrees to release CCC and its owners, agents and employees from any and all liability claims resulting from any and all injuries that may occur as a result of socializing my pet(s). PICK-UP AND DROP OFF Regular business hours are as follows: Monday – Friday 7:30am – 6:00pm Saturday 8:00am – 5:00pm Sunday 10:00am – 4:00pm Client understands that CCC is closed to the public on all major holidays including New Year’s Day, Easter, Memorial Day, July 4th, Labor Day, ...
Sample 1
LIMITS OF LIABILITY AND INDEMNIFICATION. Section 9.1 Survival of Representations and Warranties 46 Section 9.2 Indemnification 47 Section 9.3 Limitations on Claims 51 Section 9.4 Tax Indemnity 54 Section 9.5 Purchase Price Adjustment 54 ARTICLE X MISCELLANEOUS Section 10.1 Assignment; Binding Effect 55 Section 10.2 Choice of Law 55 Section 10.3 Dispute Resolution 55 Section 10.4 Notices 56 Section 10.5 Headings 57 Section 10.6 Entire Agreement 57 Section 10.7 Interpretation 57 Section 10.8 Waiver and Amendment 57 Section 10.9 Third-Party Beneficiaries 58 Section 10.10 Immunity 58 Section 10.11 Right of Set-Off 58 Section 10.12 No Right to Rescind or Terminate 58 Section 10.13 Specific Performance 58 Section 10.14 Severability 58 Section 10.15 Counterparts; Facsimile Signatures 58 Section 10.16 Seller Representative 59 Section 10.17 Waiver and Termination of Existing Shareholders Agreement 61 LIST OF EXHIBITS Exhibit A Disclosure Schedules Exhibit B Sellers Exhibit C Financial Statements Exhibit D Form of Legal Opinion of British Virgin Islands Counsel to the Company Exhibit E Form of Legal Opinion of PRC Counsel to the Company Exhibit F Form of Legal Opinion of Cayman Islands Counsel to Purchaser SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT is made and entered into and effective as of the 1st day of July, 2011 (this “Agreement”), by and among Jinglong Group Co., Ltd., a company incorporated under the laws of the British Virgin Islands (“Jinglong BVI”), Xxxxx Xxxx Xxxx, a resident of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) (Jinglong BVI and Xxxxx Xxxx Xxxx each, a “Seller” and collectively, “Sellers”), Silver Age Holdings Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), and JA Solar Holdings Co., Ltd., a company incorporated under the laws of the Cayman Islands (“Purchaser”) (each of Sellers, the Company and Purchaser, a “Party” and collectively, the “Parties”).
Sample 1
LIMITS OF LIABILITY AND INDEMNIFICATION. Section 9.1 Survival of Representations and Warranties 47 Section 9.2 Indemnification 48 Section 9.3 Limitations on Claims 51 Section 9.4 Tax Indemnity 54 Section 9.5 Purchase Price Adjustment 55 ARTICLE X MISCELLANEOUS Section 10.1 Assignment; Binding Effect 55 Section 10.2 Choice of Law 56 Section 10.3 Dispute Resolution 56 Section 10.4 Notices 56 Section 10.5 Headings 57 Section 10.6 Entire Agreement 57 Section 10.7 Interpretation 58 Section 10.8 Waiver and Amendment 58 Section 10.9 Third-Party Beneficiaries 58 Section 10.10 Immunity 59 Section 10.11 Right of Set-Off 59 Section 10.12 No Right to Rescind or Terminate 59 Section 10.13 Specific Performance 59 Section 10.14 Severability 59 Section 10.15 Counterparts; Facsimile Signatures 59 Section 10.16 Seller Representative 60 Section 10.17 Waiver and Termination of Existing Shareholders Agreement 62
Sample 1
LIMITS OF LIABILITY AND INDEMNIFICATION. 14.1. Notwithstanding any other provision in this Agreement, with respect to the Distributor’s provision of electric service to the DG Owner and the services provided by the Distributor pursuant to this Agreement, Distributor liability to DG Owner shall be limited as set forth in the currently effective Distributor’s tariffs and terms and conditions for electric service, which are incorporated herein by reference.
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LIMITS OF LIABILITY AND INDEMNIFICATION. The Club makes no warranties as to the suitability of any facility or related services, including water, electricity and launch service. The Club, its officers, members and employees, will not under any circumstances be liable for any damage to the owner's boat or other property. It is the boat owner's sole responsibility to ensure that his boat is secured safely and in a manner that does not cause damage to his vessel, other vessels, the Club property, or the Marina. The boat owner and any person signing this contract on behalf of the boat owner hereby agree to indemnify and hold the Club, its officers, members and employees harmless from any suit, loss, cost or action of any kind arising for any reason related to the use of the Club and its property and facilities by the boat owner or any guest of the boat owner and/or which arise in any way or are related to the boat owner’s membership in the Club and/or the use of any Club property or facility.
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LIMITS OF LIABILITY AND INDEMNIFICATION 
Sample 1

Related to LIMITS OF LIABILITY AND INDEMNIFICATION

  • 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.

  • 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.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

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