Release; Limitation of Liability; Indemnification Sample Clauses

Release; Limitation of Liability; Indemnification. Except as expressly provided in this Agreement and to the fullest extent permitted by applicable law, all warranties expressed or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement are disclaimed by JobTread. Sponsor expressly releases JobTread, its officers, directors, members and employees from liability for any and all claims for damage, loss, harm or injury to Sponsor, its property or any of its officers, agents, employees or other representatives. In no event shall JobTread, its agents, and employees be liable for any consequential, indirect or special damages, whether foreseeable or unforeseeable, whether based upon lost goodwill, lost profits, or loss of use of the Sponsorship whether arising out of breach of any express or implied warranty, breach of contract, negligence, misrepresentation, tort or otherwise. Sponsor agrees that the liability of JobTread, its agents, and employees for damages, regardless of the form of action, shall in any event be limited to the aggregate fees paid by Sponsor under this Agreement. Sponsor agrees it shall indemnify, defend, protect, and hold harmless JobTread and their officers, directors, members, employees, representatives and agents against any and all claims, demands, suits, liability, damages, loss, costs, attorneys’ fees and expenses of whatever kind or nature, which arise from the actions or omissions of Sponsor or any of its officers, agents, employees or other representatives, including, but not limited to, claims of damage or loss resulting from the breach of this Agreement, and claims of damage or loss to any third party resulting from any infringement of a copyright or patent or the unauthorized use of any trademark. The indemnified Party shall have the right to select its own counsel in the event that indemnification is required hereunder.
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Release; Limitation of Liability; Indemnification. Sponsor releases, waives and discharges any claim, demand or cause of action that Sponsor, its officers, directors, employees or agents (“Releasors”) may have against NSCHBC, its sponsor entities, directors, officers, employees, agents, members, volunteers or consultants (“Releasees”) for any liability for any loss, damage, claim or cause of action of any kind arising out of this Agreement or Releasors’ participation in NSCHBC’s Annual Sponsorship Program. WITHOUT LIMITING THE FOREGOING, SPONSOR AGREES THAT IN NO EVENT SHALL NSCHBC’S LIABILITY TO RELEASORS EXCEED THE AMOUNT OF THE MOST RECENT ANNUAL SPONSOR FEE PAID BY SPONSOR. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS SUFFERED. Sponsor agrees to indemnify, defend and hold Releasees harmless from any loss, damage, claim or cause of action of any kind (including reasonable attorneys’ fees and costs), arising by reason of (i) Sponsor’s products or services; or (ii) use by NSCHBC of the Sponsor Content or Sponsor Marks as authorized by Sponsor; (iii) publication of any advertisement, promotion or acknowledgement by or on behalf of Sponsor in NSCHBC’s publications or on its Website (including but not limited to Sponsor’s link) or elsewhere; (iv) Sponsor’s participation in NSCHBC’s Sponsorship Program; (v) acts or omissions of Sponsor or its representatives arising out of or related to any of the Benefits, including without limitation use of the Sponsor Logos or Member Community; (vii) any contractual relationship between Sponsor and any NSCHBC member; or (viii) any wrongful conduct by Sponsor. This indemnification obligation shall survive termination of this Agreement. (ix) Sponsor hereby releases, waives and discharges any claim, demand, or cause of action that Sponsor, its officers, directors, employees or agents, may have against NSCHBC, its sponsor entities, directors, officers, employees, agents, volunteers, consultants or exhibiting facility and staff for any loss, damage, claim or cause of action of any kind covered under any of Sponsor’s insurance policies, regardless of whether required hereunder.
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Related to Release; Limitation of Liability; Indemnification

  • Indemnification; Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

  • Indemnity & Limitation of Liability As an officer of the Company, the Executive shall be entitled to indemnity and limitation of liability as provided pursuant to the Company’s Articles of Incorporation, bylaws and any other governing document, as the same shall be amended from time to time.

  • Liability; Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • Indemnification and Limitation of Liability (a) To the fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office.

  • Disclaimer; Limitation of Liability IN NO EVENT WILL COMPANY BE LIABLE TO YOU FOR (A) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR EXTRA- CONTRACTUAL DAMAGES OF ANY KIND; OR (B) ANY LOSS OF DATA OR BUSINESS, DIMINUTION IN VALUE, LOSS OF PROFITS OR REVENUE, OR BUSINESS INTERRUPTION, REGARDLESS OF LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), WHETHER OR NOT FORESEEABLE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT TO THE EXTENT LIMITED BY APPLICABLE LAW, AND REGARDLESS OF THE BASIS FOR ANY CLAIM BY YOU (EVEN IF BASED ON NEGLIGENCE), OUR MAXIMUM AGGREGATE LIABILITY UNDER OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER IS LIMITED TO $50.00 USD. THE LIMITATIONS IN THIS SECTION 5 (DISCLAIMER; LIMITATION OF LIABILITY) WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE. YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT, APPLICATION OR NON- COMPANY SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE EVALUATION ENVIRONMENT, AND AGREE, AT YOUR SOLE COST AND EXPENSE, TO DEFEND US AGAINST ANY CLAIM AND INDEMNIFY US FROM ANY DAMAGES, LIABILITIES, COSTS AND EXPENSES OR THE SETTLEMENT AGREED TO BY YOU, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY SUCH CONTENT, APPLICATION OR NON- COMPANY SOFTWARE. WE ARE NOT RESPONSIBLE FOR THE SECURITY OF ANY CONTENT, APPLICATION OR SOFTWARE THAT YOU LOAD INTO OR CREATE WITHIN THE EVALUATION ENVIRONMENT.

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