No Admission/Denial of Liability Sample Clauses

No Admission/Denial of Liability. Neither this Agreement nor any negotiations or proceedings connected with it shall be deemed or construed to be an admission by any Party to this Agreement or any Released Defendant or evidence of any fact or matter alleged or that could have been alleged in the Bankruptcy Case, the Customer Class Action, or in any other actions or proceedings, and evidence thereof shall not be discoverable or used, directly or indirectly, in any way, except in a proceeding to interpret or enforce the terms of the Settlement.
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No Admission/Denial of Liability. The Parties enter into this Settlement Agreement to resolve the dispute that has arisen between them and to avoid the burden, expense and risk of continued litigation. In entering into this Settlement Agreement, Defendant does not admit, and specifically denies, that it has violated any federal, state, or local law; violated any regulations or guidelines promulgated pursuant to any statute or any other applicable laws, regulations or legal requirements; breached any contract, violated or breached any duty; engaged in any misrepresentation or deception; or engaged in any other unlawful conduct with respect to the Plaintiff or any Class Member and/or PAGA Releasee. Nothing in this Settlement Agreement is intended as or may be construed as an admission or concession of liability, unlawful conduct, or wrongdoing by Defendant (and/or any of the Released Parties) in any way, shape or form. Defendant and the Released Parties deny any liability or wrongdoing of any kind associated with the claims alleged in this Settled Lawsuits and litigation. Nothing in this Settlement Agreement shall be construed or deemed as an admission of liability, culpability, negligence, or wrongdoing on the part of Defendant. The Parties to this Settlement Agreement agree that it reflects their good faith compromise of the claims raised in the Settled Lawsuits, based upon their assessment of the mutual risks and costs of further litigation and the assessments of their respective counsel. Defendant further denies that it has engaged in any unlawful activity, denies that it has failed to comply with the law in any respect, denies it has any liability to anyone under the claims asserted in this matter, and contends that but for this Settlement, neither the Class Action or PAGA Action would be certified or permitted to proceed. This Settlement Agreement is entered into solely for the purpose of compromising highly disputed claims. This Settlement Agreement and the fact that the Plaintiff and Defendant are willing to settle the Settled Lawsuits shall have no bearing on, and shall not be admissible in connection with, any litigation (other than solely in connection with approval and enforcement of this Settlement Agreement).
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No Admission/Denial of Liability. Nothing in this Agreement, or the Parties' willingness to enter into this Agreement, shall be construed as an admission by any person or entity of any liability or wrongdoing of any Party, or of the truth of any allegations made by TVS against IMDZ in the Dispute. IMDZ expressly denies any liability or wrongdoing in connection with the Dispute. The Agreement shall not be admissible in evidence for any purpose in any proceeding, except for purposes of enforcement of its terms; however, this Agreement may be used by either Party and pleaded as a full and complete defense to any action, suit or other proceeding that has been or may be instituted, prosecuted or attempted with respect to any of the Released Claims, and may be filed, offered, and received into evidence, and otherwise used for such defense.
Sample 1
No Admission/Denial of Liability. The Parties acknowledge and agree that none of the execution of this Agreement, the granting of the Releases and the License, or the exchange of any other consideration pursuant to this Agreement shall be construed as an express or implied admission of misconduct, responsibility, or any liability whatsoever on the part of the Parties or of anyone else, and the Parties expressly and specifically deny all such admissions. Rather, it is acknowledged and agreed that this Agreement has been entered into solely for the purpose of settling and compromising All Litigation, to avoid the expense and uncertainty of continued litigation, and to give effect to Hologic’s decision to wind-down the Adiana Business.
Sample 1

Related to No Admission/Denial of Liability

  • No Admission of Liability Employee understands and acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Employee. No action taken by the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Employee or to any third party.

  • Denial of Liability Executive acknowledges and agrees that neither the payment of the Severance Payment under the Agreement nor this Waiver and Release is to be construed in any way as an admission of any liability whatsoever by the Company or any of the other Released Parties, by whom liability is expressly denied.

  • Non-Admission of Liability The parties understand and agree that neither the payment of any sum of money nor the execution of this Agreement by the parties will constitute or be construed as an admission of any wrongdoing or liability whatsoever by any party.

  • Waiver of Liability Seller hereby waives, acquits, and forever releases, and agrees to defend and hold harmless, the Agency, its officer(s), director(s), employee(s), contractor(s), associate(s), and representative(s) from any responsibility or liability whatsoever concerning any photos or videos generated from the Photographic Services or their distribution.

  • Extent of Liability Notwithstanding anything to the contrary contained herein, with respect to the indemnification obligations of the Funds provided in this Section4.03, each Fund shall be: (i) severally, and not jointly and severally, liable with each of the other Funds; and (ii) liable only for its pro rata share of such liabilities, determined with reference to such Fund's proportionate interest in the aggregate of assets held by the Custodian in the Account with respect to which such liability relates at the time such liability was incurred, as reflected on the books and records of the Funds.

  • Disclaimer of Liability NASA is not restricted in, or liable for, the use, disclosure, or reproduction of Data without a restrictive notice or for Data Partner gives, or is required to give, the U.S. Government without restriction.

  • Scope of Liability Neither the Servicer or any subservicer appointed by it, nor any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, shall be under any liability to the Master Servicer, the Trustee or, if applicable, the Trust Administrator for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, any subservicer or any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of his or its duties or by reason of reckless disregard of his or its obligations and duties hereunder. The Servicer, any subservicer and any of their respective partners, directors, officers, employees or agents, or its delegees pursuant to Section 11.2.1 hereof, may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

  • Exclusion of liability All statements made in the Proclamation of Sale and Conditions of Sale or otherwise relating to the Property are made without responsibility on the part of the Assignee/Bank, the Solicitors and Auctioneers or either of them. No such statement may be relied upon as a statement or representation of fact. All bidders must satisfy themselves by inspection or otherwise as to the correctness of any such statements and neither the Assignee/Bank, the Solicitors, the Auctioneer nor any person in their employment has any authority to make or give any representation or warranty whatsoever in relation to the Property.

  • Warranty; Limitation of Liability 6.1 Nothing in this Agreement shall be deemed a warranty and any and all warranties in respect of the Program are exclusively set forth in the warranty policy available at xxx.xxxxxxxxxxx.xxx or upon Licensee's request. 6.2 In no event shall Licensor (including its officers, directors, employees and agents and its suppliers and licensors) be liable to Licensee (including any other entity or person related to or affiliated with Licensee) for any incidental, consequential, indirect, special or punitive damages whatsoever, or for any lost profits or revenue, lost business opportunities, lost or inaccessible data or information, or other pecuniary loss, arising out of or relating to this Agreement or the subject matter hereof, whether liability is asserted in contract or tort (including negligence or strict product liability) or otherwise, and irrespective of whether Licensor (including its officers, directors, employees and agents and its suppliers and licensors) has been advised of the possibility of any such damage or loss. 6.3 In no event shall Licensor's (including its officers, directors, employees and agents and its suppliers and licensors) aggregate liability under or arising out of or relating to this Agreement or the subject matter hereof exceed the Fees paid by Licensee to Licensor hereunder for the license of the applicable Program. LICENSEE ACKNOWLEDGES THAT THE PRICING OF THE PROGRAM AND THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF ITS LIABILITY. 6.4 The limitations of liability in Sections 6.1 and 6.2 above do not apply (a) with respect to product liability arising under laws implementing Council Directive 85/374/EEC of 25 July 1985 on the approximation of the laws, regulations and administrative provisions of the Member States concerning liability for defective products, to the extent liability cannot be contractually limited or disclaimed under such laws, (b) with respect to bodily injury, and (c) to the extent such damage or loss is the result of Licensor's intentional or grossly negligent conduct. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to Licensee.

  • Standard of Liability MSIL and its affiliates (as defined below) shall not be liable to Customer, the general partner or the limited partners, or any of its or their respective successors or assigns, for any act, omission, conduct, or activity undertaken by or on behalf of the Customer pursuant to this Agreement which MSIL determines, in good faith, to be in the best interest of the Customer, unless such act, omission, conduct, or activity by MSIL or its affiliates constituted misconduct or negligence. Without limiting the foregoing, MSIL shall have no responsibility or liability to Customer hereunder (i) in connection with the performance or non-performance by any Exchange, Clearing House or other third party (including floor brokers not selected by MSIL) and/or Broker to MSIL of its obligations in respect of any Contract or Transaction or other property of Customer; (ii) as a result of any prediction, recommendation or advice made or given by a representative of MSIL whether or not made or given at the request of Customer; (iii) as a result of MSIL's reliance on any instructions, notices and communications that it believes to be that of an individual authorized to act on behalf of Customer; (iv) as a result of any delay in the performance or non-performance of any of MSIL's obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of MSIL including, but not limited to, the unscheduled closure of an Exchange or Clearing House or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, execution, and/or trading facilities or other systems, it being understood that MSIL shall be excused from performance of its obligations hereunder for such period of time as is reasonably necessary after such occurrence to remedy the effects therefrom; (v) as a result of any action taken by MSIL to comply with Market Requirements or Applicable Law; or (vi) for any acts or omissions of those neither employed nor supervised by MSIL (excluding floor brokers selected by MSIL). In no event will MSIL be liable to Customer for consequential, incidental or special damages hereunder.

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