Product Liability and Indemnity Sample Clauses

Product Liability and Indemnity. 8.1 Notwithstanding the provisions of Clause 2 and notwithstanding any approval or agreement by the Proprietor pursuant to Clause 3.1:- (a) all conditions, warranties, statements, liabilities and guarantees whether statutory or otherwise as or relating to the suitability, merchantability, Satisfactory Quality and performance ability of the Products and Services are the responsibility solely of the Subscribers and in no circumstances whatsoever shall the Proprietor be liable in contract, tort or otherwise for any costs, expenses, liabilities, damages or losses including any consequential losses or any special losses whether any of the same shall be direct or indirect that may be suffered by the Subscribers or by any third party, howsoever caused; and (b) the Proprietor shall not be liable in contract, tort or otherwise in respect of the production, processing, use, sale or other disposition of the Products or any non-compliance with the provisions of Clause 6 and accordingly the Subscribers shall indemnify and keep the Proprietor indemnified in respect of all costs, liabilities, damages, losses, claims and expenses which may be incurred or suffered by the Subscribers or by any third parties, in tort or otherwise, and arising in any way out of the manufacture, use, sale or other disposition of the Products and Services and Other Use. 8.2 The Subscribers shall be exclusively responsible for the technical and commercial operation of the production or processing of the Products and provision of the Services and for all Products and Services sold or supplied by or on behalf of the Subscribers.
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Product Liability and Indemnity. The Company shall indemnify and hold harmless Lancaster and its Affiliates, and their employees, officers and directors, from and against liability (including punitive damages) and costs (including reasonable attorneys' fees) arising out of a claim or claims for personal injury, illness, disease or death caused by, or alleged to have been caused by, the purchase or use of chewing tobacco or other tobacco products or components of tobacco products manufactured and sold by the Company (a "Claim"), except that this indemnity shall not apply to any Claim to the extent caused by or arising out of the negligence or intentional misconduct of Lancaster or its Affiliates or any of their employees, officers, directors, contractors or agents. The Company's indemnity obligation as stated herein shall be conditioned on (1) Lancaster providing reasonable notice of the assertion or initiation of any Claim for which it asserts a right of indemnity hereunder (2) Lancaster granting to the Company the right to direct and provide (through counsel selected by the Company) the defense of any such Claim, and (3) Lancaster's reasonable cooperation in the preparation and presentation of such defense, which cooperation shall include cooperating in discovery and providing reasonable access to and the testimony of Lancaster officers, directors, employees, contractors and agents who may be witnesses or potential witnesses. Prior to the settlement, release or other disposition of any such Claim ("Disposition"), the Company shall provide written notice to Lancaster of the terms and conditions of the proposed Disposition, but Lancaster shall have absolute discretion in whether to accept or reject any proposed Disposition to the extent such Disposition would affect a Claim as to which Lancaster asserts a right to indemnity hereunder. The Company shall have no indemnity obligation hereunder with respect to any Claim that Lancaster shall settle or otherwise compromise, in whole or in part, without the prior written consent of the Company. This indemnity shall survive the termination of this Agreement for any reason whatsoever.
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Product Liability and Indemnity. 8.1 Notwithstanding the provisions of Clause 2 and notwithstanding any approval or agreement by the Proprietor pursuant to Clause 3.1:- (a) all conditions, warranties, statements, liabilities and guarantees whether statutory or otherwise as or relating to the suitability, merchantability, Satisfactory Quality and performance ability of the Products and Services are the responsibility solely of the Subscriber and in no circumstances whatsoever shall the Proprietor be liable in contract, tort or otherwise for any costs, expenses, liabilities, damages or losses including any consequential losses or any special losses whether any of the same shall be direct or indirect that may be suffered by the Subscriber or by any third party, howsoever caused; and (b) the Proprietor shall not be liable in contract, tort or otherwise in respect of the production, processing, use, sale or other disposition of the Products or any non-compliance with the provisions of Clause 6 and accordingly the Subscriber shall indemnify and keep the Proprietor indemnified in respect of all costs, liabilities, damages, losses, claims and expenses which may be incurred or suffered by the Subscriber or by any third parties, in tort or otherwise, and arising in any way out of the manufacture, use, sale or other disposition of the Products and Services and Other Use. 8.2 The Subscriber shall be exclusively responsible for the technical and commercial operation of the production or processing of the Products and provision of the Services and for all Products and Services sold or supplied by or on behalf of the Subscriber. 9 TATA CODE OF CONDUCT 9.1 The Subscriber acknowledges that the grant of a subscription by virtue of these presents to the use of the Business Name, Marks and Marketing Indicia is circumscribed by the provisions of the Code, adherence to which is a sine qua non to the continued derivation of benefits of the TATA brand affiliation. The Subscriber therefore undertakes to conduct its business affairs at all times by following in letter and spirit the Code. The Subscriber agrees to take immediate steps to make all its employees aware of the Code, obtain their commitment and ensure their adherence to the Code. The Subscriber shall also create the climate and provide opportunities for the voicing of genuinely held concerns about behaviour or decisions that are perceived to be in contravention of the Code to enable remedial action to be taken. 9.2 The Subscriber undertakes to provide t...
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Product Liability and Indemnity. Seller agrees to protect, defend, hold harmless and indemnify Buyer and our officers, directors, employees, agents, successors, and customers, from and against any and all claims, suits, allegations, judgments, actions, liabilities, losses, damages, costs and expenses (the “LOSS”), for injury, loss or damage of any kind claimed by a third party, and caused by or arising from, or alleged to have been caused by or arise from Seller’s negligence, or material breach of this Agreement (including without limitation a Nonconformity in a Good provided under this agreement). Buyer shall promptly notify Seller in writing of the LOSS and give Seller control of the defense of same, insofar as Xxxxx has the authority to do so. Buyer shall cooperate in, but not be responsible for paying for, the investigation and defense thereof. Seller shall reimburse Buyer for any reasonable expenses that Buyer incurs in connection with the investigation and defense of the Loss. Seller having insurance as required in the Agreement shall in no way be interpreted as relieving Seller of any responsibility under this Section. This Section shall survive termination, cancellation, or expiration of this Agreement. Seller’s obligation shall not extend to, or include, claims resulting from the use of any goods in combination with unsuitable goods not furnished under this Agreement, or from an unauthorized modification or alteration of the goods. Except as may be otherwise expressly agreed to in writing between Xxxxx and Seller, in no case shall Buyer indemnify or hold harmless Seller against any claim for personal injury, property, incidental, consequential, or special damages (or attorney’s fees with respect thereto) arising out of or resulting from improper or defective design, material, or workmanship in goods purchased from Seller hereunder.
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Product Liability and Indemnity. Supplier shall defend, indemnify, and hold harmless Buyer from and against all claims and losses resulting from personal injury or damage to property caused by defects in the product or delivered services. Supplier shall furthermore defend, indemnify, and hold Buyer harmless for any proceeding brought against Buyer, its group entities or client(s) based on a claim that any goods or services, or their use in the manner intended by Sup- plier, infringe any patent or other intellectual property right.
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Product Liability and Indemnity. 11.1 The Licensee shall indemnify the Licensor and its directors and employees, and keep them fully and effectively indemnified against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which they (or any of them) may sustain or incur, or which may be brought or established against them (or any of them) as a result (whether direct or indirect) of or arising from :- 11.1.1 any action or omission of the Licensee or its employees, agents or contractors in the performance of its obligations or the exercise of any of its rights under this Agreement; or 11.1.2 the death of or personal injury to any Person and/or any loss or damage to any property and/or any other loss or damage caused (whether directly or indirectly) by reason of the Licensee manufacturing, Supplying, offering to Supply, and/or agreeing to Supply any STU or other article which: (a) is not of merchantable quality; or (b) is defective in any respect; or (c) is or may be injurious to the health or safety of any Person using or handling the STU or article in question for any reasonably foreseeable purpose; or (d) is or may be injurious to the property of any Person referred to in paragraph (c). 11.2 If so requested by the Licensor at any time, the Licensee shall use its best endeavours to effect and maintain in force throughout the continuance of this Agreement a policy of insurance in the joint names of the Licensor and the Licensee with a reputable insurance company approved by the Licensor at a level of cover first approved by the Licensor (such approval not to be unreasonably withheld) against any damages, liabilities, claims and costs arising from any of the causes events or circumstances referred to in Clause 11.1 and with an endorsement thereon that the insurer will not cancel the policy for any reason whatsoever without first giving to the Licensor not less than fourteen days notice in writing of its intention to cancel the policy and also containing an endorsement that no act omission breach of warranty misrepresentation or non-disclosure by the Licensee will enable the insurer to avoid the policy in whole or in part against the Licensor. 11.3 The Licensor shall indemnify the Licensee and its directors and employees, and keep them fully and effectively indemnified against any and all losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions which they (or any of them) may sustain or incur, or w...
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Product Liability and Indemnity. Subject to only the warranties set forth in Section 7.1 hereof, Scivanta will be solely responsible for all third party liability claims related to the design, specifications, manufacture, assembly, use, functionality, and safety of the Products manufactured and/or assembled by a third party, In this regard, Scivanta will defend Ethox from any and all such claims, and indemnify and hold Ethox harmless from all judgments or awards, and any related costs (including attorneys’ fees and other expenses associated with litigation or dispute resolution proceedings) arising out of such claims.
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Related to Product Liability and Indemnity

  • 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. b. The Contractor shall defend, indemnify and save harmless the City, its elected or appointed officials, agents and employees from and against any and all liability, suits, damages, costs (including attorney fees), losses, outlays and expenses from claims in any manner caused by, or allegedly caused by, or arising out of, or connected with, this contract, or the work or any subcontract thereunder (the Contractor hereby assuming full responsibility for relations with subcontractors), including, but not limited to, claims for personal injuries, death, property damage, or for damages from the award of this contract to Contractor, notwithstanding any possible negligence, whether sole or concurrent, on the part of the City, its officials, agents and employees. c. The Contractor shall indemnify and hold the City harmless from all wages or overtime compensation due any employees in rendering services pursuant to this agreement or any subcontract, including payment of reasonable attorneys’ fees and costs in the defense of any claim made under the Fair Labor Standards Act, the Missouri Prevailing Wage Law or any other federal or state law. d. The indemnification obligations of Contractor hereunder shall not be limited by any limitations as to the amount or type of damages, compensation or benefits payable by or for the Contractor, under any federal or state law, to any person asserting the claim against City, its elected or appointed officials, agents and employees, for which indemnification is sought. e. The indemnification obligations herein shall not negate, abridge or reduce in any way any additional indemnification rights of the City, its elected or appointed officials, agents and employees, which are otherwise available under statute, or in law or equity. f. Contractor affirms that it has had the opportunity to recover the costs of the liability insurance required in this agreement in its contract price. Contractor’s obligation under this agreement to defend, indemnify, and hold harmless any person from that person’s own negligence or wrongdoing is limited to the coverage and limits of the applicable insurance required of the Contractor under this agreement. g. The Contractor shall indemnify and hold the City harmless for any penalties, fines, fees or costs, including costs of defense, which are charged or assessed by any Federal, state or local agency including, but not limited to, Environmental Protection Agency or Department of Natural Resources.

  • 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. B. 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 Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the 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 Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, 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, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-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 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 Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

  • Limitations of Liability and Indemnity ‌ 9.1 In the event the Company provides advice, information or recommendations to the Client, the Company shall not be responsible for the profitability of such advice, information or recommendations. The Client acknowledges that 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 information given to the Client including, without limitation, information relating to any Transactions. Subject to the right of the Company to void or close any Transaction in the specific circumstances set out the Operative Agreements, any Transaction following such inaccuracy or mistake shall nonetheless remain valid and binding in all respects on both the Company and the Client. 9.2 The Company shall not be liable for any loss or expense incurred by the Client in connection with, or directly or indirectly arising from: a) any error or failure in the operation of the Trading Platform or any delay caused by the Client Terminal; b) Transactions made via the Client Terminal; c) any failure by the Company to perform any of its obligations under the Operative Agreements as a result of a cause beyond its control; or d) acts, omissions or negligence of any third party. 9.3 The Client shall indemnify the Company and keep the Company indemnified on demand in respect of all liabilities, costs, claims, demands and expenses of any nature whatsoever which the Company suffers or incurs as a direct or indirect result of any failure by the Client to perform any of the Client’s obligations under the Operative Agreements. 9.4 The Company shall in no circumstances be liable to the Client for any consequential special or indirect losses, loss of profits, loss of opportunity (including in relation to subsequent market movements), costs, expenses or damages the Client may suffer in relation to the Operative Agreements, unless otherwise agreed in the Terms of Business.

  • LIMITATION OF LIABILITY AND INDEMNITY 19.1. Subject to the provisions of the relevant laws that are applicable in the Republic of Cyprus from time to time: a) AM CY and any Affiliates make no warranties either expressly or impliedly as to merchantability, fitness for a particular purpose, or otherwise (including as to accuracy, availability, completeness or quality), with respect to any services offered by virtue of the Agreement, including, without limitation, AM CY’s trading platform; b) AM CY and its Affiliates are excluded from all liability in contract or otherwise relating to or resulting from use of any service to be provided under this Agreement and for any loss incurred by you directly or indirectly without limitation as a result of or arising out of: i. any inaccuracy, error or delay in or omission from any information provided to you under this Agreement; ii. any delays or failures or inaccuracies, or loss of access to, the provision of a service to you including, without limitation, any delay, failure or inaccuracy in, or the loss of access to, the trading platform or in respect of the transmission of orders, instructions or any other information; iii. any misinterpretation of your order or instructions which are unclear, ambiguous, or not specific; or iv. a service disruption event. 19.2. AM CY and its Affiliates are not liable in contract, tort (including negligence) or otherwise for any loss of prospective profits or expenses or special, indirect or consequential damages resulting from the supply of a service and the provision of custodial or depository services (as and if applicable). 19.3. To the fullest extent permitted by law, you release, discharge and indemnify and agree to keep AM CY, its Affiliates and their directors, officers, employees, associates, agents and representatives as well as their affiliates indemnified from and against all claims arising out of: a) any default, whether by your act or omission under this Agreement or any order, instruction or transaction; b) any breach by you of any applicable law; c) any representation or warranty made or given by you under this Agreement proven to be untrue or incorrect; d) any error, omission, fraud, malfeasance, negligence, misappropriation or criminal act or omission by you or by any of your clients, employees, agents or authorised persons, consultants or servants; e) any failure of any of your computer or electronic systems or networks to perform, be available or successfully transmit data to AM CY, or any error or inadequacy in the data or information input into such systems or networks by you; f) any delays in processing any order or instruction including, for instance, as a result of systems or market delays, or due to verification procedures or unauthorised processes or due to call waiting time or adherence to internal policies and procedures; g) anything lawfully done by AM CY in accordance with, pursuant or incidental to this Agreement; h) any instruction, request or direction given by you; i) by reason of AM CY complying with any direction, request or requirement of applicable law, any financial market, any government body or any regulatory body having jurisdiction over AM CY; j) arising from and in connection with or in any way related to AM CY in good faith accepting and acting on instructions received by facsimile transmission, email or by other means which are signed by or purported to be signed by you or any authorised person; k) arising out of AM CY’s observance of this Agreement; or l) payable in connection with the acquisition of any financial product or in relation to any calls or demands for payments (including unpaid capital) in respect of them.

  • 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.

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