Warranties Indemnification and Limitations of Liability Sample Clauses

Warranties Indemnification and Limitations of Liability. Warranties Cognite warrants that it shall provide the Professional Services with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the Professional Services. Unless specifically stated in the Services Order Form, Cognite does not make warranties of any kind, express, implied, or statutory with regard to specific Results being achievable, fit for the intended purpose (or for any purpose) or free from defects or errors. REMEDIES In the event of breach of warranty, the Customer may require that Cognite (i) re-performs the Professional Services, and/or (ii) replaces personnel, who failed to perform the Professional Services in a satisfactory manner. The remedies set out in this Section 8.2 shall be the Customer's exclusive remedies for breach of the warranty. If Cognite is unable to re-perform the Professional Services as warranted, the Customer shall be entitled to recover the fees paid to Cognite for the deficient Professional Services. The Customer must set forth any claims with regard to the breach of warranties for the Professional Services performed under the Service Agreement, within thirty (30) days of performance of such Professional Services. KNOCK-FOR KNOCK INDEMNIFICATION Cognite shall indemnify the Customer from and against any claim concerning (i) personal injury, disease or loss of life of any employee of Cognite; and (ii) loss of or inability to recover or damage to property of Cognite, arising out of or in connection with the Service Agreement. This shall apply regardless of cause, whether through negligence and/or breach of duty (statutory or otherwise) of any of the Customer's affiliates that arises out of or in connection with the Service Agreement. The Customer shall indemnify Cognite from and against any claim concerning (i) personal injury, disease, or loss of life of any employee of the Customer; (ii) loss of or inability to recover or damage to property of the Customer; and (iii) damage to the environment arising out of or in connection with the Service Agreement. This shall apply regardless of cause, whether through negligence and/or breach of duty (statutory or otherwise) of any of Cognite's affiliates that arises out of or in connection with the Service Agreement. IPR INDEMNIFICATION Cognite shall indemnify the Customer against any claim from any third party that the normal use of the Results infringes such third party's IPR, provided that Cognite is ...
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Warranties Indemnification and Limitations of Liability. MasteryConnect represents that it has entered into an agreement with CERTICA permitting MasteryConnect to distribute and sublicense the CERTICA Item Bank in accordance with the terms set forth in this Appendix A. In the agreement between MasteryConnect and CERTICA, CERTICA has represented that it has the right to enter into the agreement with MasteryConnect and that it has not entered into any inconsistent agreement. NEITHER MASTERYCONNECT NOR ITS LICENSORS MAKE ANY WARRANTY WHATSOEVER, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR TITLE. NEITHER MASTERYCONNECT NOR ITS LICENSORS ARE RESPONSIBLE FOR THE VALIDITY, FAIRNESS OR QUALITY OF ANY ASSESSMENTS THAT ARE ULTIMATELY PREPARED BY THE CUSTOMER USING THE CERTICA ITEM BANK. NEITHER MASTERYCONNECT NOR ITS LICENSORS WILL HAVE ANY RESPONSIBILITY WITH RESPECT TO ANY USE OF THE CERTICA ITEM BANK OR ANY CERTICA ITEMS (A) TO THE EXTENT THAT ANY CERTICA ITEMS HAVE BEEN MODIFIED WITHOUT PRIOR WRITTEN APPROVAL BY MASTERYCONNECT OR ITS LICENSORS, AS APPLICABLE, OR (B) FOR ANY PURPOSE OTHER THAN FOR FORMATIVE STUDENT ASSESSMENTS OR (C) FOR FAILURE TO USE THE CERTICA ITEMS OR CERTICA ITEM BANK IN ACCORDANCE WITH THE CERTICA LICENSE OR THE CUSTOMER’S AGREEMENT WITH MASTERYCONNECT. NEITHER MASTERYCONNECT NOR ITS LICENSORS ARE RESPONSIBLE FOR THE CONTENT, ACCURACY, COMPLETENESS OR ADEQUACY OF ANY STATE STANDARDS ACCESSIBLE THROUGH THE MASTERYCONNECT PLATFORM. Customer agrees to indemnify, defend and hold MasteryConnect harmless from and against any liabilities, claims, actions, causes of action, demands, losses, damages, suits, proceedings, fees, expenses, fines penalties and costs (including, without limitation, reasonable attorneys’ fees, costs, and disbursements) (each a ‘Claim’) based on or arising from Customer’s misuse of the CERTICA Item Bank or any CERTICA Item. If any Claim is asserted against a party to this Agreement in respect of which such party (the ‘Indemnified Party’) proposes to demand indemnification from the other party pursuant to this Appendix A, as the case may be, the Indemnified Party will promptly notify the other party (the ‘Indemnifying Party’) in writing. No failure of any Indemnified Party to so notify the Indemnifying Party shall relieve the Indemnifying Party from the obligation to indemnify the Indemnified Party unless and to the extent the Indemnifying Party is a...
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Warranties Indemnification and Limitations of Liability 
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Related to Warranties Indemnification and Limitations of Liability

  • 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.

  • Limitations of Liability and Indemnification 5.1 No Personal Liability of Shareholders, Trustees, etc......................................11 5.2

  • WARRANTIES AND LIMITATION OF LIABILITY 1. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE SUPPLIED HEREUNDER IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT AND AS OTHERWISE SPECIFICALLY SET FORTH IN ANY MANUFACTURER WARRANTY FOR ANY EQUIPMENT OR OTHER AUTHORIZED EQUIPMENT PROVIDED BY VERIZON (BUT ONLY IF SUCH WARRANTY IS INCLUDED WITH SUCH EQUIPMENT OR OTHER AUTHORIZED EQUIPMENT PROVIDED BY VERIZON), VERIZON (AND ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AND AFFILIATES) (COLLECTIVELY THE "VERIZON PARTIES"), ITS THIRD PARTY LICENSORS, PROVIDERS AND SUPPLIERS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, NON-INTERFERENCE, TITLE, COMPATIBILITY OF COMPUTER SYSTEMS, COMPATIBILITY OF SOFTWARE PROGRAMS, INTEGRATION, AND THOSE ARISING FROM COURSE OF DEALING, COURSE OF TRADE, OR ARISING UNDER STATUTE. ALSO, THERE IS NO WARRANTY OF WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE. NO ADVICE OR INFORMATION GIVEN BY VERIZON OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY WITH RESPECT TO ADVICE PROVIDED.

  • Warranty and Limitation of Liability PBI PROVIDES YOU WITH THE LIMITED WARRANTIES IN SECTION 1. PBGFS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR FREEDOM FROM INTERFERENCE OR INFRINGEMENT, AND PBGFS ISN’T LIABLE FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) OR EXPENSE CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT.

  • Survival of Representations Indemnification The representations, warranties, covenants and agreements contained in this Agreement shall survive Closing, regardless of any investigations made by or on behalf of, or knowledge of, any of the parties. Sellers agree to indemnify ATOW and ATOW SUB, its successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by Sellers pursuant to this Agreement. ATOW and ATOW SUB agree to indemnify Sellers, their successors and assigns, against, and hold them harmless from and in respect of, any loss, liability, damage, cost or expense accruing from or resulting by reason of any falsity or breach of the representations, warranties, covenants or agreements made or to be performed by ATOW and ATOW SUB pursuant to this Agreement. For the purposes of this indemnification, ATOW and ATOW SUB shall have the right to recoup any amount paid to Xxxxxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx as a result of a non-assumed claim or liability.

  • 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.

  • NEGATION OF WARRANTIES AND INDEMNIFICATION 12.01 PHS offers no warranties other than those specified in Article 1.

  • Survival of Representations and Warranties Indemnification 37 11.1 Survival of Representations and Warranties............................ 37 11.2

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

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