SPECIAL LIABILITY PROVISIONS Sample Clauses

SPECIAL LIABILITY PROVISIONS. None of the Sellers shall have any liability to Buyer or the Company for breach of the provisions of Section 5.7 or Section 7.2.5 of this Agreement relating to the airworthiness of any of the helicopters and rotable equipment of Mercy unless, on the Closing Date, any of the Company's helicopters or rotable equipment either is not in an airworthy condition (as defined in Section 5.7) or contains any rented parts (other than parts owned by HSI). If, on the Closing Date, any helicopter or rotable equipment is not in an airworthy condition or contains any rented parts (excluding any such parts owned by HSI), then, each Seller shall be liable for his Proportionate Share of the out-of-pocket costs of repairs or of replacement parts required to bring such helicopter or such rotable equipment back to an airworthy condition, including the out-of-pocket costs to repair or replace any such parts or equipment for which there has been substituted rented parts or equipment, PROVIDED, HOWEVER, that the Sellers shall not be liable to pay or indemnify Buyer or the Company for (i) such out-of-pocket costs included in trade payables outstanding on the Closing Date Balance Sheet prepared pursuant to SCHEDULE 2.3 or (ii) the rent payable for any such rented parts or equipment.
Sample 1
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SPECIAL LIABILITY PROVISIONS. In addition to section VI.5 of the General Terms of Use, the following shall apply: The exclusion of liability of section VI.5 of the General Terms of Use shall apply in particular to the disregard of the warnings on the proper handling of SMA products in accordance with section II.2. of these Special Terms of Use for the OSC. ToU-OSC-EN-202107 4 of 5 Special Terms of Use for Product Registration Version: July 2021
Sample 1

Related to SPECIAL LIABILITY PROVISIONS

  • Joint and Several Liability of Borrowers (a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.

  • 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.

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

  • Indemnification; Liability Insurance The Company and Executive shall enter into the Company’s standard form of indemnification agreement governing his conduct as an officer and director of the Company.

  • Insurance Indemnification A. The School agrees to provide the following proof of insurance:

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