Sole Responsibility and Liability Sample Clauses

Sole Responsibility and Liability. The Design-Builder shall have the sole and exclusive responsibility and liability for the design, construction and performance of the Design-Build Improvements hereunder and the preparation of all plans, specifications, drawings, blueprints and other Design Documents necessary or appropriate to complete the Design Build Work. As of the Contract Date, the Design-Builder’s design for the Design-Build Improvements is not complete. All working and final Design Documents proposed by the Design-Builder shall comply with the Design and Construction Requirements set forth in Appendix 2 (Design and Construction Requirements) and shall ensure that the Design-Build Improvements are constructed to a standard of quality, integrity, durability and reliability which is equal to or better than the standard established by the Design and Construction Requirements. The Design-Builder shall be responsible for the professional quality, technical accuracy, timely completion and coordination of all Design Documents and shall, without additional compensation, correct or revise any errors, omissions or other deficiencies in the Design Documents.
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Sole Responsibility and Liability. The DBOM Contractor shall have the sole and exclusive responsibility and liability for the design, construction, operation and performance of the Project and the execution and completion of the Design-Build Work hereunder in accordance with the Contract Standards, notwithstanding the fact that the Stage-2 RFP included certain minimum conceptual design criteria for the Design-Build Work and certain performance standards that the Project would be required to meet. The DBOM Contractor acknowledges that, in the Proposal and clarification process leading to the execution of this Service Agreement, the DBOM Contractor had the unrestricted right and opportunity not to submit its Proposal, and not to execute this Service Agreement if the DBOM Contractor had determined that such minimum conceptual design criteria would in any manner or to any degree impair the DBOM Contractor’s ability to perform the Design-Build Work and the Operation Services in compliance herewith. Without limiting the DBOM Contractor’s right to claim relief in the event of Uncontrollable Circumstances as and to the extent provided in this Service Agreement, all risks relating to the design, construction and performance and operation of the Project and the execution and completion of the Design-Build Work, including all risks of design defects, constructability and efficacy, have been transferred to the DBOM Contractor under this Service Agreement.
Sample 1
Sole Responsibility and Liability. The Design-Builder shall have the sole and exclusive responsibility and liability for the design[ (except with respect to the Tacoma Water main, if applicable)], construction, and performance capability of the Project hereunder in accordance with the Contract Standards, (1) notwithstanding the fact that the RFP included certain design criteria, requirements and performance standards for the Design-Build Work, and (2) the City’s role in defining the nature and extent of the Stage 1 Preliminary Services, reviewing and commenting on the Stage 1 Preliminary Services Deliverable Material, and negotiating and agreeing upon the GMP Amendment. The Design-Builder acknowledges that, in the RFP process, the performance of the Stage 1 Preliminary Services, the delivery of the GMP Submittal and the negotiation of the GMP Amendment, the Design-Builder had the unrestricted right and opportunity not to submit its Proposal and not to execute this Design-Build Contract or the GMP Amendment if the Design-Builder had determined that such design criteria and requirements or the establishment of the Contract Standards would in any manner or to any degree impair the Design-Builder’s ability to perform the Design-Build Work in compliance herewith. Without limiting the Design-Builder’s right to claim relief in the event of Uncontrollable Circumstances as and to the extent provided in this Design-Build Contract, all risks relating to the design [(except with respect to the Tacoma Waster water main, if applicable)], construction and performance capability of the Project, including all risks of design defects, constructability and efficacy, have been transferred to the Design-Builder under this Design-Build Contract.
Sample 1
Sole Responsibility and Liability. The Design-Build Contractor shall have the sole and exclusive responsibility and liability for the design, construction, performance, commissioning and Acceptance of the Project hereunder, notwithstanding the Design-Build Standards or the fact that the RFP for the Design-Build Work may have included certain minimum design criteria for the Design-Build Work and certain performance standards that the Project would be required to meet. The Design-Build Contractor acknowledges that, in the proposal and clarification process leading to the execution of this Design-Build Agreement, the Design-Build Contractor had the unrestricted right and opportunity not to submit a proposal, and not to execute this Design-Build Agreement if the Design-Build Contractor had determined that such minimum design criteria would in any manner or to any degree impair the Design-Build Contractor’s ability to perform the Design-Build Work in compliance herewith.
Sample 1
Sole Responsibility and Liability. The Technical Standards are intended to include the basic design principles, concepts and requirements for the Design-Build Work, but do not include the final, detailed design, plans or specifications or indicate or describe each and every item required for full performance of the Design-Build Work or for achieving Acceptance. The Company assumes responsibility for the final design and agrees to prepare all necessary and required, complete and detailed designs, plans, Drawings and specifications and to furnish and perform the Design-Build Work in conformity with the Contract Standards and its final designs, plans, Drawings and specifications based thereon. The Company further agrees that it shall not have the right to bring any claim whatsoever against SRWA, the SRWA Engineer, or any of SRWA consultants or subcontractors arising out of any design Drawings, specifications or Technical Standards included in the RFP or made available during the procurement process. Rather, the Company shall have the sole and exclusive responsibility and liability for the design and construction of the Regional Water Facilities and performance of the Design-Build Work. The Company acknowledges that, in the Proposal and negotiation and clarification process leading to the execution of this Contract, the Company had the unrestricted right and opportunity to negotiate changes and clarifications to the Contract, not submit a Proposal, or not approve this Contract if the Company had determined that such minimum conceptual design criteria would in any manner or to any degree impair the Company’s ability to perform the Design-Build Work in compliance herewith.
Sample 1
Sole Responsibility and Liability. The Company shall have the sole and exclusive responsibility and liability for the construction of the Design/Build Improvements for Phase I of the Landfill hereunder, and for the design, construction and performance of the Design/Build Improvements for Phases II through V of the Landfill.
Sample 1
Sole Responsibility and Liability. The Lessee shall have the sole and exclusive responsibility and liability for the design, construction and performance of the Initial Capital Improvem ents hereunder, notwithstanding the Contract Standards or the fact that the RFP included certain minimum conceptual design criteria for the ICI Design/Build Work and certain performance standards that the Initial Capital Improvem ents would be required to meet. The Lessee acknowledges that, in the proposal and negotiating process leading to the execution of this Lease Agreement, the Lessee had the unrestricted right and opportunity not to submit a proposal, and not to execute this Lease Agreement if the Lessee had determined that such minimum conceptual design criteria would in any manner or to any degree impair the Lessee's ability to perform the ICI Design/Build Work and the Lessee Responsibilities in compliance herewith.
Sample 1
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Related to Sole Responsibility and Liability

  • Responsibility and Liability 6.1 Apple shall have no responsibility for the installation and/or use of any of the Licensed Applications by any End-User. You shall be solely responsible for any and all product warranties, End-User assistance and product support with respect to each of the Licensed Applications. 6.2 You shall be solely responsible for, and Apple shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Licensed Applications and/or the use of those Licensed Applications by any End-User, including, but not limited to: (i) claims of breach of warranty, whether specified in the XXXX or established under applicable law; (ii) product liability claims; and (iii) claims that any of the Licensed Applications and/or the End-User’s possession or use of those Licensed Applications infringes the copyright or other intellectual property rights of any third party. 6.3 In the event that Apple receives any notice or claim from any End-User that: (i) the End-User wishes to cancel its license to any of the Licensed Applications within ninety (90) days of the date of download of that Licensed Application by that End-User or the end of the auto-renewing subscription period offered pursuant to section 3.8, if such period is less than ninety (90) days; or (ii) a Licensed Application fails to conform to Your specifications or Your product warranty or the requirements of any applicable law, Apple may refund to the End-User the full amount of the price paid by the End-User for that Licensed Application. In the event that Apple refunds any such price to an End-User, You shall reimburse, or grant Apple a credit for, an amount equal to the price for that Licensed Application. In the event that Apple receives any notice or claim from a payment provider that an End-User has obtained a refund for a Licensed Application, You shall reimburse, or grant Apple a credit for, an amount equal to the price for that Licensed Application.

  • Sole Responsibility Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement.

  • Indemnity and Liability Subject to Section 3.1, the Company shall (i) indemnify, exonerate and hold the Service Provider and each of its partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents and each of the partners, shareholders, members, affiliates, directors, officers, fiduciaries, managers, controlling persons, employees, independent contractors and agents of each of the foregoing (collectively, the “Related Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including attorneys’ fees and expenses) incurred by the Related Parties or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration, investigation or claim arising out of, or in any way relating to, (i) this Agreement, any transaction to which the Company is a party or any other circumstances with respect to the Company or (ii) the operations of, or the Services or Office Space provided by the Service Provider to, the Company, or any of its affiliates from time to time; provided, however, that the foregoing indemnification rights will not be available to the extent that any such Indemnified Liabilities arose on account of such Indemnitee’s gross negligence or willful misconduct; and provided, further, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For purposes of this Section 5.1, none of the circumstances described in the limitations contained in the two provisos in the immediately preceding sentence will be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments will be promptly repaid by such Indemnitee to the Company without interest. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation.

  • Warranties and Liability 10.1. Each Party warrants to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right. 10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How. 10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law. 10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking: 10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How; 10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or 10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party. 10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore respectively. 10.6. The liability of either Party under this Deed (whether arising for breach or arising in any other way out of the subject matter of this Deed, including whether under contract or tort) will not include any indirect, incidental or consequential damages or loss (including as relevant any indirect loss of profits). 10.7. Nothing in this Deed will operate to limit or exclude the liability of either party for death or personal injury arising from its negligence or for liability for fraud.

  • Risk and Liability 16.1 When receiving the Products at the Take Over Point, the Contractor shall ensure that any and all damage or discrepancies observed are noted and notify ArcelorMittal immediately, but not later than within 6 (six) hours of the Contractor becoming aware of any such damages or discrepancies. The Contractor undertakes not to handle any damaged Products until ArcelorMittal has inspected such damaged Products. ArcelorMittal shall carry out such inspection when it deems it to be necessary. 16.2 The Contractor shall be liable for loss or damage to the Products, whilst the Products are in custody and control of the Contractor. The Products will be considered to be in the Contractor’s custody and under its control from the time of receipt at the Take Over Point until delivered to the Destination. 16.3 Notwithstanding any instruction that maybe given by ArcelorMittal, the Contractor shall be liable for any loss or damage to the Products resulting from defects or damage or other factors caused by handling methods or equipment of the Contractor or Contractor Employees. 16.4 The Contractor shall be responsible for any delays or damages whatsoever incurred due to the inability of the Contractor or Contractor Employees to perform in terms of this Agreement. 16.5 ArcelorMittal shall not be liable for, or in respect of, or in consequence of, any accident or damage caused to any property belonging to the Contractor or Contractor Employees and the Contractor indemnifies ArcelorMittal against all such damages and compensation against all claims, demands, proceedings, costs, charges and expenses, whatsoever, in respect thereof or in relation thereto. The Contractor is obliged to inform the Contractor Employees of the foregoing as any such claim shall be referred to the Contractor in terms of this clause. 16.6 ArcelorMittal reserves the right to subject all vehicles and personnel of the Contractor or Contractor Employees to a security check whilst entering or leaving the property of ArcelorMittal which security check may, with due observance of all statutory provisions, include a vehicle search, body search, and breathalyser test of any employee of the Contractor or Contractor Employees.

  • Warranty and Liability Except to the extent prohibited by Applicable Law, Free of Charge Services are provided “as is” without warranties of any kind and in the then-current version made available by us from time to time without support and availability commitments. We are not obliged to offer post- termination assistance. Siemens’ entire liability for all claims, damages, and indemnities arising out of or related to your use of a Free of Charge Service will not exceed, in the aggregate, the amount of EUR 1,000.00 (or the equivalent amount in local currency).

  • Reliance and Liability (a) Administrative Agent may, without incurring any liability hereunder, (i) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Obligor) and (ii) rely and act upon any document and information and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties. (b) None of Administrative Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Lender and each Obligor hereby waives and shall not assert any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of Administrative Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, Administrative Agent: (i) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Majority Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of Administrative Agent, when acting on behalf of Administrative Agent); (ii) shall not be responsible to any Secured Party for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Secured Party for any statement, document, information, representation or warranty made or furnished by or on behalf of any Related Person, in or in connection with any Loan Document or any transaction contemplated therein, whether or not transmitted by Administrative Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Administrative Agent in connection with the Loan Documents; and (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Obligor or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from Borrower or any Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case Administrative Agent shall promptly give notice of such receipt to all Lenders); and, for each of the items set forth in clauses (i) through (iv) above, each Lender and each Obligor hereby waives and agrees not to assert any right, claim or cause of action it might have against Administrative Agent based thereon.

  • Responsibility for Damages Contractor is responsible for all damage that occurs as a result of Contractor’s fault or negligence or that of its’ employees, agents, or representatives in connection with the performance of this Contract. Contractor shall immediately report any such damage to people and/or property to the Contract Administrator.

  • Indemnification and Liability To the fullest extent permitted by applicable law, SUBRECIPIENT shall protect, defend, indemnify, save and hold the COUNTY, the Board of County Commissioners, its agents, officials, and employees harmless from and against any and all claims, demands, fines, loss or destruction of property, liabilities, damages, for claims based on the negligence, misconduct, or omissions of the SUBRECIPIENT resulting from the SUBRECIPIENT’S work as further described in this Agreement and its attachments, which may arise in favor of any person or persons resulting from the SUBRECIPIENT’S performance or nonperformance of its obligations under this Agreement except any damages arising out of personal injury or property claims from third parties caused solely by the negligence, omission(s) or willful misconduct of the COUNTY, its officials, commissioners, employees or agents, subject to the limitations as set out in Florida general law, Section 768.28, Florida Statutes, as amended from time to time. Further, the SUBRECIPIENT hereby agrees to indemnify the COUNTY for all reasonable expenses and attorney's fees incurred by or imposed upon the COUNTY in connection therewith for any loss, damage, injury, liability, or other casualty. The SUBRECIPIENT additionally agrees that the COUNTY may employ an attorney of the COUNTY’S own selection to appear and defend any such action, on behalf of the COUNTY, at the expense of the SUBRECIPIENT. The SUBRECIPIENT further agrees to pay all reasonable expenses and attorney's fees incurred by the COUNTY in establishing the right to indemnity. The SUBRECIPIENT further agrees that it is responsible for any and all claims arising from the hiring of individuals relating to activities provided under the Agreement. All individuals hired are employees of the SUBRECIPIENT and not of the COUNTY. The SUBRECIPIENT further agrees to assume sole responsibility, training and oversight of the parties it deals with or employs to carry out the terms of this Agreement to the extent set forth in Section 768.28,

  • Warranties and Liabilities You acknowledge and agree that: a) We do not warrant the operability or functionality of Mobile Payment Services for Small Business or that it will be available to complete a Transaction; b) We do not warrant that any particular merchant will offer the payment method accessed through Mobile Payment Services for Small Business; and c) We do not guarantee the availability or operability of any wireless networks or of any Mobile Device. You understand that You should keep Your physical Debit Card with You to use in the event Mobile Payment Services for Small Business are unavailable for whatever reason. Furthermore, You explicitly exclude Us, all partners and associated service providers from all liability whatsoever in relation to Mobile Payments Services for Small Business, and by extension their respective directors, officers and employees, including, without limitation, any liability in relation to the sale, distribution, use or the performance or non-performance of Mobile Payments Services for Small Business. You acknowledge and confirm ownership of the respective intellectual property rights by the Financial Institution and its partners and associated service providers.

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