Xxxxxxxx Liability. 38 Liability ................................................................. 15
Xxxxxxxx Liability. Nationwide specifically acknowledges and agrees that (a) Funds Distributor does not accept or assume any liabilities of Xxxxxxxx prior to April 11, 2005, and does not agree to pay, perform or discharge any indemnification obligations, under the FP Agreement and Service Agreement resulting from actions of Xxxxxxxx prior to April 11, 2005, the date which the FP Agreement and Services Agreement is assigned from Xxxxxxxx to Funds Distributor, and (b) Nationwide shall seek indemnification from Xxxxxxxx, and not from Funds Distributor or any of its affiliates, for all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature whatsoever resulting from actions of Xxxxxxxx occurring prior to April 11, 2005, the date which the FP Agreement and Services Agreement is assigned from Xxxxxxxx to Funds Distributor.
Xxxxxxxx Liability. In the event that Xxxxxxxx consists of two (2) or more separate entities as set forth in this Agreement and/or any Amendments hereto, or any third party places orders under this Agreement using Xxxxxxxx’x company codes or identifiers, all such entities shall be jointly and severally liable for the obligations of Xxxxxxxx under this Agreement.
Xxxxxxxx Liability. The Parties warrant to use their best efforts to conduct all research and teaching activities in connection with the implementation of the Physics of the Earth Programme according to the present state of the art. Further warranties, whether implied or explicit are excluded. Neither Party shall be responsible to the other Parties for indirect or consequential loss or damages such as, but not limited to, loss of profit, loss of revenue or loss of contracts. Each Party shall indemnify the others in respect of wilful or grossly negligent acts or omissions of itself and of its Programme Coordinators provided always that such indemnification shall not extend to claims for indirect or consequential loss or damages such as, but not limited to, loss of profit, revenue, contract or the like. Further, the Parties shall only be responsible for and liable to the Students in accordance with the national laws and university regulations.
Xxxxxxxx Liability. Escrow Agent may rely on, and shall not be liable for acting or refraining from acting in accordance with, any written notice, consent, certificate, receipt, direction, authorization, instruction or request or other paper furnished to it hereunder or pursuant hereto and believed by it to have been signed or presented by the proper party or parties. Escrow Agent shall be responsible for holding, investing, reinvesting and disbursing the Deposit pursuant to this Agreement; provided, however, that in no event shall Escrow Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or incidental damages in excess of Escrow Agent's fee hereunder and provided, further, that Escrow Agent shall have no liability for any loss arising from any cause beyond its control, including, but not limited to, the following: (a) acts of God, force majeure, including, without limitation, war (whether or not declared or existing), revolution, insurrection, riot, civil commotion, accident, fire, explosion, stoppage of labor, strikes and other differences with employees; (b) the act, failure or neglect of the Entity or any agent or correspondent or any other person selected by Escrow Agent; (c) any delay, error, omission or default of any mail, courier, telegraph, cable or wireless agency or operator; or (d) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Agreement or any part hereof or for the transaction or transactions requiring or underlying the execution of this Agreement, the form or execution hereof or for the identity or authority of any person executing this Agreement or any part hereof or depositing the Deposit.
Xxxxxxxx Liability. Following the date hereof, Seller Parent will, at no cost to Buyers and its Affiliates, (i) use its commercially reasonably efforts to obtain the necessary consents from Wyeth to cause Solvay Pharma US Holdings, Inc. (formerly Solvay America, Inc.) to assign all its rights and obligations under the XxXxxxxx Agreement to Seller Parent, (ii) upon the receipt of such consent, assign such rights and obligations under the XxXxxxxx Agreement to Seller Parent and (iii) in connection with such assignment, obtain a release in form and substance reasonably acceptable to Buyer Parent which releases Solvay Pharma US Holdings, Inc and its Affiliates from any and all Liabilities relating to the XxXxxxxx Agreement (a “XxXxxxxx Release”). Upon delivery of a XxXxxxxx Release from Wyeth, Seller Parent’s obligations under the XxXxxxxx Indemnification will terminate. Buyer Parent agrees to cooperate with Seller Parent in connection with obtaining the XxXxxxxx Release and the assignment of the XxXxxxxx Agreement.
Xxxxxxxx Liability. In the absence of gross negligence or willful misconduct on the part of Xxxxxxx or Xxxxxxx’x breach of any terms of this Agreement, Xxxxxxx shall not be liable to the Company or to any officer, director, employee, stockholder or creditor of the Company, for any act or omission in the course of or in connection with the rendering or providing of services hereunder. Except in those cases where the gross negligence or willful misconduct of Xxxxxxx or the breach by Xxxxxxx of any terms of this Agreement is alleged and proven, the Company agrees to defend, indemnify, and hold harmless from and against any and all reasonable costs, expenses and liability (including reasonable attorney’s fees paid in the defense of Xxxxxxx) which may in any way result from services rendered by Gredier pursuant to or in any connection with this Agreement. This indemnification expressly excludes any and all damages as a result of any actions or statements, on behalf of the Company, made by the Company without the prior approval or authorization of the Company.
Xxxxxxxx Liability. 8.1 Nothing in the Agreement shall exclude or limit (i) liability for death or personal injury resulting from either party’s negligence, (ii) Syntec’s liability arising under clauses 8.5, 15 or 16 and/or (iii) liability that cannot be limited or excluded as a matter of law.
8.2 Syntec’s aggregate liability is limited to the greater of one million pounds (£1,000,000) or 8 (eight) times the Charges for the 12 (twelve) months preceding the event that gave rise to the liability for all damages or losses suffered or incurred by the Customer in connection with the Agreement.
8.3 Neither party shall be liable to the other party for any special, indirect or consequential losses including but not limited to financial loss, loss of business, profit savings, revenue use, anticipated savings or goodwill.
8.4 Syntec warrants that the Services provided by Syntec to the Customer shall not infringe the intellectual property rights of any third party.
8.5 Syntec shall indemnify the Customer against all proven liabilities, costs, settlement payments, expenses, damages and losses and all other reasonable professional costs and expenses or third party licence fees suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer for actual or alleged infringement of intellectual property rights arising directly out of the use of the Services by the Customer, provided that i) the Services have been used by the Customer only in the territories for which the Customer has sought from Syntec, and received from Syntec, permission to use the Services, and ii) the alleged infringement does not arise as a result of the Services not being used by the Customer in accordance with any and all operational instructions and procedures notified to the Customer by Syntec, and iii) the alleged infringement does not arise as a result of the Customer incorporating the Services into other processing or management systems not authorised by Syntec, or the Customer attempting to reverse-engineer, de-compile, screen-scrape, robot-enquire or otherwise attempt to obtain data or functionality from the Services in any way other than those methods documented by or authorised by Syntec. The Customer will notify Syntec of any such claim as soon as reasonably practicable following receipt, and in any event within 48 hours of the event giving rise to the claim being known to the Customer, and the Customer shall give Syntec or any other party nominated by Syntec compl...
Xxxxxxxx Liability. 1. MMID shall perform the Contract to the best of its insight and ability and in accordance with the requirements of good skill. The foregoing is subject to the state of technology at that time. The foregoing is MMID’s full warranty. MMID DISCLAIMS ANY EXPRESS WARRANTY NOT PROVIDED HEREIN AND ANY IMPLIED WARRANTY, GUARANTY OR REPRESENTATION AS TO PERFORMANCE, QUALITY AND ABSENCE OF DEFECTS, WHICH BUT FOR THIS PROVISION, MIGHT ARISE BY IMPLICATION, OPERATION OF LAW, CUSTOM OF TRADE OR COURSE OF DEALING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
2. MMID’S ENTIRE LIABILITY TO CUSTOMER RELATING TO THE SERVICES SHALL BE LIMITED TO THE COST OF THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY CLAIM BY THE CUSTOMER. MMID DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, AND CONTINGENT DAMAGES; PROPERTY OR PERSONAL INJURY DAMAGES; SPECIAL OR PUNITIVE DAMAGES; DAMAGES FOR LOST PROFITS; OR FOR ANY OTHER TYPES OF ECONOMIC LOSS.
3. MMID disclaims and shall not be liable for:
a. Errors in the information or material made available by the Customer.
b. Misunderstandings or errors with regard to the performance of the Contract if the reason or cause therefore is due to the Customers acts or omissions.
c. Errors of third parties engaged by or on behalf of the Customer.
d. Offers of suppliers or supplier price estimates.
e. Errors in the Product design, if the Customer, in accordance with the provisions of Art. 4.4 has given its approval of the Product design, or has been given the opportunity to carry out an inspection and has indicated not to require such inspection.
f. Errors in the Product design, if the Customer has failed to execute a specific model, prototype or trial, and such errors would have shown up in such model, prototype or trial.
4. The Customer shall, if reasonably possible, keep copies of materials and information it has provided to MMID until the Services have been completed. If the Customer fails to do so, MMID cannot be held liable for damage which would not have arisen had there been such copies.
5. After completion of the Services, neither the Customer nor MMID shall have a duty to keep materials and information used vis-à-vis each other.
Xxxxxxxx Liability. IN NO EVENT SHALL XXXXXXX’X LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVER EXCEED THE PURCHASE PRICE OF THE PRODUCT OR SERVICE OR PART OF THE PRODUCT OR SERVICE AT ISSUE. XXXXXXX SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, OR COSTS INCURRED IN DISMANTLING OR MOVING OTHER EQUIPMENT OR BUILDING OBSTACLES TO ALLOW FOR THE REMOVAL OF NON-CONFORMING PRODUCT OR PARTS OF THE PRODUCT, WHETHER ARISING FROM THE SALE OF PRODUCTS, INSTALLATION OR SETUP OF PRODUCTS, ANY TRAINING, ANY DEFECT IN THE PRODUCTS OR SERVICES, ANY NON-CONFORMITY WITH WARRANTIES, ANY USE OR INABILITY TO USE THE PRODUCTS OR OTHERWISE. These Terms contain Purchaser’s sole and exclusive remedies relating to the Agreement, a breach of the Agreement, these Terms, a breach of these Terms, the Products or the Services, regardless of the theory of recovery.
