Indemnification and Limitation on Liability. 1. Seller agrees to indemnify and hold harmless JPMS and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to JPMS’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties hereunder) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan. Notwithstanding the foregoing, Seller shall have no indemnification obligation to the extent any claims, losses, damages or liabilities are due to the gross negligence, recklessness or willful misconduct of JPMS or any other indemnified person.
2. Notwithstanding any other provision hereof, JPMS shall not be liable to Seller for: (a) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (b) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.
Indemnification and Limitation on Liability a) Consultant agrees to defend, indemnify and hold harmless the College and its affiliates, trustees, officers, agents and employees from any liability or loss arising from Consultant’s performance under this Agreement. The College reserves the right to retain funds, which would be due to Consultant under this Agreement until all disputes are settled.
b) No limitation on liability will apply to Consultant's obligation to defend, indemnify Teachers College, Columbia University its affiliates, trustees, officers, agents and employees, volunteers, and representatives, or to Consultant's obligation to provide insurance, nor will it reduce the payment of proceeds from any insurance coverage that Consultant is obligated to furnish under this Agreement.
c) There will be no limitation on liability for any violation of the Family Educational Rights and Privacy Act (“FERPA”) or The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
Indemnification and Limitation on Liability. Each party will indemnify and hold the other harmless from any injury to persons or damage to property due to its gross negligence or willful misconduct, and the gross negligence or willful misconduct of its employees and agents, arising out of or relating to the performance of an Agreement. However, neither party will be liable to the other for any incidental, special, consequential, punitive or exemplary damages of any nature.
Indemnification and Limitation on Liability. 7.1. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. Customer is solely responsible for any and all acts or omissions taken or made in reliance on the Services. To the fullest extent permitted by law, Xxxxxx, its officers, directors, employees, and agents disclaim all warranties, explicit or implied, in connection with the Services and Customer’s use thereof including without limitation implied warranties of merchantability, title, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness, and timeliness.
7.2. WITHOUT DEROGATING FROM THE FOREGOING, CUSTOMER XXXXXX AGREES AND ACKNOWLEDGES THAT XXXXXX IS NOT IN ANY WAY OBLIGATED TO TAKE ANY SPECIFIC ACTION IN RESPONSE TO CALLS RECEIVED AT THE MCC, NOR OBLIGATED TO PROVIDE PRIOR WARNING OF ANY EMERGENCY SITUATION AT ANY LOCATION. IN ADDITION, CUSTOMER AGREES AND ACKNOWLEDGES THAT XXXXXX IS NOT AN INSURANCE COMPANY AND THESE TERMS DOES NOT CREATE ANY ‘INSURANCE LIKE’ LIABILITY ON MAGNUS.
7.3. NOTHWITHSTADING, IN NO EVENT WILL MAGNUS, ITS DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, LICENSORS, CONSULTANTS AND/OR EMPLOYEES, BE LIABLE TO CUSTOMER OR ANY THIRD PERSON FOR ANY TYPE OF DAMAGE, LOSS, LIABILITY, CLAIM, DEMANF, COSTS AND/OR EXPENCES WHATSOEVER INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING FROM THESE TERMS, THE SERVICES, ACT OR OMISSION, AND/OR ANY ORDER, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT XXXXXX HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. WITHOUT DEROGATING FROM THE AFOREMENTIONED, IN ANY EVENT (I) XXXXXX’S MAXIMUM LIABILITY IN ALL CASES AND FROM ALL CAUSES OF ACTION SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO MAGNUS HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT; AND (II) MAGNUS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, LIABILITY AND/OR EXPENSE COVERED UNDER ANY PERSONNEL INSURANCE.
7.4. Customer agrees to indemnify and hold Xxxxxx, and each of its directors, officers, agents, contractors, partners, licensors and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any third party claim br...
Indemnification and Limitation on Liability. RHS agrees to indemnify, defend and hold the Custodian and its agents, affiliates, successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or asserted against the Custodian by any claims to the extent such Losses from such claims result from (a) the failure of RHS to comply with any of its obligations under this Agreement or any rules, regulations and interpretations of the SEC, including, but not limited to, RHS's failure to inform a Customer of all the terms of this Agreement (other than the names of all the other Customers of RHS) as such terms may change from time to time and RHS's failure to deliver to Custodian any communication from a Customer to the Custodian in the time and manner required by this Agreement; (b) RHS's valuation of the Customers lent fully-paid or excess margin securities and Collateral available to such Customer on the Schedule and the Aggregate Collateral Amount on the Schedule; or (c) the failure of any Customer to be named on a Schedule when it should be named on a Schedule or to have the correct collateral amount for any Customer specified on a Schedule, unless such Losses are caused by Custodian’s breach of this Agreement or the gross negligence or willful misconduct of the Custodian. Custodian agrees to indemnify, defend and hold RHS and its agents, affiliates, successors and assigns harmless from and against any and all damages, claims, liabilities, losses, costs and expenses (including without limitation attorney's fees and expenses) ("Losses"), that may be imposed on, incurred by, or asserted against RHS to the extent such Losses result from the failure of the Custodian to comply with any of its obligations under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS) FROM ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY IT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. The foregoing indemnification and disclaimer of liability shall survive any termination or assignment of this Agreement and any resignation or removal of the Custodian. The foregoing disclaimer of liability shall not apply to (a) a party’s indemnification obligations or liability or (b) a party’s breach of Section 7 of the Col...
Indemnification and Limitation on Liability. The Employee, Employer, and Custodian intend that the Custodian shall have and exercise no discretion, authority or responsibility as to any investment in connection with the Custodial Account, and the Custodian shall not be responsible in any way for the tax treatment of any contribution or distribution, or for any other action or nonaction taken pursuant to the Employee's or Employer's direction or that of the Employee's beneficiary, executor or administrator. The Employee who directs the investment of his or her Custodial Account shall bear sole responsibility for the suitability of any directed investment and for any adverse consequences arising from such an investment. The Custodian shall have no responsibilities other than those provided for herein or in ERISA or Code and shall not be liable for a mistake in judgment, for any action taken (or not taken) in good faith, or for any loss that is not a result of its gross negligence, except as provided in ERISA or the Code. The Employee (and the Employee's beneficiary, executor or administrator) shall indemnify and hold the Custodian harmless from and against any liability that the Custodian, the Investment Advisor, their agents, affiliates, successors, assigns, officers, directors and employees may incur in connection with the Custodial Account, unless arising from the Custodian's own gross negligence or willful misconduct or from a violation of the provisions of ERISA or Regulations promulgated thereunder. The Custodian shall be under no duty to question any direction of the Employee with respect to the investment of contributions, or to make suggestions to the Employee with respect to the investment, retention or disposition of any contributions or assets held in the Custodial Account. The Custodian and Investment Advisor shall have no duty to give effect to an investment direction from anyone other than the Employee (or the Employee's beneficiary, executor or administrator). However, the Custodian and Investment Advisor may, in their discretion, establish procedures pursuant to which the Employee (or the Employee's beneficiary, executor or administrator) may delegate to a third party any or all of the Employee's power and duties hereunder, not including the authority to execute the Account Application or a beneficiary designation form.
Indemnification and Limitation on Liability. 1. The Sponsors severally agree to indemnify and hold harmless Broker (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) arising out of or attributable to: (a) any material breach by the Sponsors of this Purchase Plan (including the Sponsors representations and warranties), and (b) any violation by the Sponsors of applicable laws or regulations. The Sponsors will have no indemnification obligations in the case of gross negligence or willful misconduct of Broker or any other indemnified person. This indemnification will survive the termination of this Purchase Plan. Bxxxxx agrees that the Company shall have no obligation to indemnify or hold harmless Broker in connection with this Purchase Plan.
2. Notwithstanding any other provision herein, neither Broker nor any of the Sponsors will be liable for:
i. Special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages or any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen.
ii. Any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.
3. The Sponsors acknowledge and agree that Bxxxxx has not provided the Sponsors with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Sponsors would be entitled to any of the affirmative defenses under Rule 10b5-1.
Indemnification and Limitation on Liability. 11.1 In addition to, and without prejudice to, any liability which the Customer may otherwise have under this Agreement and/or Applicable Laws, the Bank shall be entitled to ask the Customer to fully indemnify the Bank and/or its Affiliates against, and hold the Bank and/or its Affiliates harmless from, any losses, damages, costs, claims, expenses and liabilities (including without limitation, any loss of bargain, cost of funding and any costs or loss incurred as a result of terminating, liquidating, obtaining or re-establishing any hedge or related trading position), whether or not reasonably foreseeable, sustained or incurred by the Bank as a result of or in connection with:
(a) any representation or warranties given by the Customer being untrue or ceasing to be true; or
(b) any breach of the terms in this Agreement or any other QDII Product Document or otherwise in connection with any QDII Product by the Customer.
11.2 Before investing in a specific QDII Product, the Customer shall carefully read the Term Sheet and risk disclosure statement for that QDII Product and understand the terms and conditions thereof and the key risks highlighted therein. Besides, the Customer is reminded that the Term Sheet and risk disclosure statement does not purport to disclose all risks associated with that QDII Product. The Customer shall assume all risks of loss that may occur in relation to a specific QDII Product, and shall not look directly or indirectly to the Bank to indemnify or otherwise hold it harmless in respect of any such loss.
11.3 Unless otherwise expressly provided in relevant QDII Product Documents, any information and introductions of any QDII Product provided by the Bank are for reference only and shall not constitute any suggestion, representation or recommendation (either in writing or oral) of any QDII Product or investment by the Bank to the Customer or be deemed as any undertaking or guarantee of whatsoever nature by the Bank to the Customer on relevant QDII Product. Except as expressly stated in relevant QDII Product Documents, the Bank does not make any confirmation or guarantee on the safety of the principal, the return or profit of any QDII Product. In addition, the Customer understands and agrees that, the Bank may provide the information, data or material of the Offshore Product to the Customer for its reference from time to time (including but not limited to the term sheet, offering documents, marketing material and performance material of ...
Indemnification and Limitation on Liability. (a) Subject to Section 6(c) and 6(e) hereof, Company shall defend, indemnify and hold harmless Autotelic, its affiliates (other than Company) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities (as defined in Section 6(d) hereof) arising in connection with or resulting from (i) any injury to person or damage to property that may occur in connection with the handling, use or operation of any Products or any component thereof, (ii) Company’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or Company’s gross negligence, recklessness or intentional misconduct, (iii) any sales, licensing or other transfers by Company of Products in violation of any law, rule, or regulation, including the infringement of another party’s intellectual property rights (excluding Liabilities for which Autotelic is obligated to defend Company pursuant to Section 6(b)(i) below) or (iv) any violation and/or alleged violation by Company or the Product or any component thereof of any governmental law, rule and/or regulation.
(b) Subject to Section 6(c) and 6 (e) hereof, Autotelic shall defend, indemnify and hold harmless Company, its affiliates (other than Autotelic) and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all Liabilities arising in connection with or resulting from (i) the willful infringement by Autotelic of the proprietary rights of any third party arising from the Services, (ii) Autotelic’s breach of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement or gross negligence, recklessness or intentional misconduct.
(c) Notwithstanding anything to the contrary contained herein, neither party shall have any obligation to indemnify, defend or hold harmless hereunder with respect to any Liabilities arising out of or resulting from the breach by the other party of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement arising from any gross negligence, recklessness or intentional misconduct by the other party.
(d) As limited by Section 6(e) below, for purposes of this Agreement, “Liabilities” shall mean any and all claims of and liabilities to third parties and expenses incurred in connection therewith (whether or not in connection wi...
Indemnification and Limitation on Liability. 15 16.1.......................................................INDEMNITY BY TENANT 15 16.2........................................LIMITATION ON LANDLORD'S LIABILITY 15 17.....................................................................SALE BY LANDLORD 15 18........................................................................SUBORDINATION 15 18.1.............................................................SUBORDINATION 16 18.2................................................................ATTORNMENT 16 18.3........................................................NOTICE FROM TENANT 16 19................................................................ESTOPPEL CERTIFICATES 16 20........................................SURRENDER OF PREMISES AND REMOVAL OF PROPERTY 16 20 1.................................................................NO MERGER 16 20.2.....................................................SURRENDER OF PREMISES 17 20.3......................................................DISPOSAL OF PROPERTY 17 20.4.................................................FIXTURES AND IMPROVEMENTS 17 20.5..............................................NOTICE OF EXPIRATION OF TERM 17 21.........................................................................HOLDING OVER 17
