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 Indemnite...
Indemnity and Liability. 7.1 Each Party as indemnitor shall defend, hold harmless, and indemnify the other Party and the directors, officers, employees, and agents of the other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including attorneys’ fees) for injury or death to persons, including employees of either Party, and damage to property, including property of either Party, arising out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities. This indemnity shall apply notwithstanding the active or passive negligence of the indemnitee. However, neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense resulting from its sole negligence or willful misconduct.
7.2 The indemnitor shall, on the other Party’s request, defend any suit asserting a claim covered by this indemnity and shall pay for all costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
7.3 The provisions of this Section shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy.
7.4 Except as otherwise provided in Section 7.1, neither Party shall be liable to the other Party for consequential damages incurred by that Party.
7.5 Nothing in this Agreement shall create any duty to, any standard of care with reference to, or any liability to any person who is not a Party to it.
7.6 Notwithstanding the provisions of Section 7.1, Member shall be responsible for protecting its Generating Facility from damage by reason of the electrical disturbances or faults caused by the operation, faulty operation, or non-operation of AEC’s facilities, and AEC shall not be liable for any such damage so caused.
Indemnity and Liability. 1. The Client shall indemnify and keep indemnified the Company and its directors, officers, employees or representatives against all direct or indirect liabilities (including without limitation all losses, damages, claims, costs or expenses), incurred by the Company or any other third party in respect to any act or omission by the Client in the performance of his/her obligations under this Agreement and/or the liquidation of any financial instruments of the Client in settlement of any claims with the Company, unless such liabilities result from gross negligence, willful default or fraud by the Company. This indemnity shall survive termination of this Agreement.
2. The Company shall not be liable for any direct and/or indirect loss, expense, cost, or liability incurred by the Client in relation to this Agreement, unless such loss, expense, cost, or liability is a result of gross negligence, willful default or fraud by the Company. Notwithstanding the provisions of section 8.1 above, the Company shall have no liability to the Client whether in tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under and/or in connection with the Agreement.
3. The Company shall not be liable for any loss of opportunity as a result of which the value of the financial instruments of the Client could have been increased or for any decrease in the value of the financial instruments of the Client, regardless of the cause, unless such loss is directly due to gross negligence, willful default or fraud on the part of the Company.
4. The Company shall not be liable for any loss which is the result of misrepresentation of facts, error in judgment, or any act done or which the Company has omitted to do, whenever caused unless such act or omission resulted from gross negligence, willful default or fraud by the Company.
5. The Company shall not be liable for any act or omission or for the insolvency of any counterparty, bank, custodian, or another third party that acts on behalf of the Client or with or through whom transactions on behalf of the Client are carried out.
6. In the event that the Company acts as an intermediary to Clients transactions, the Client hereby agrees and acknowledges that:
i. under certain market conditions at the time of execution and/or depending on the risk management framework of the third-party market maker, the Company may have to cancel the Client’s trade(s) and/or tr...
Indemnity and Liability. 1. The Purchaser agrees to indemnify the State, its officials, agents, and employees, while acting within the scope of their duties and hold the State harmless from and against all claims, demands, and causes of action of any kind or character, including the cost of defense, arising in favor of the Purchaser’s employees or third parties on account of bodily or personal injuries, death or damage to property arising out of services performed, goods or rights to intellectual property provided or omissions of services or in any way resulting from the acts or omission of the Purchaser and/or its agents, employees, subcontractors or its representatives while engaged in work under this Contract, all to the extent of the Purchaser’s negligence.
2. The Purchaser shall be responsible for, indemnify, defend and hold the State harmless from and against any loss, cost (including, without limitation, reasonable legal, accounting, consulting, engineering and similar expenses), damage, claim, fine or liability, including the necessity for tests, inspections or other work, and any damage, claim, fine or liability arising as a result of such tests, inspections or other work, the State must perform:
a. Based upon an actual or alleged violation by the Purchaser of, or failure by the Purchaser to comply with, any Environmental Law during the term of this Contract;
b. Arising from the discharge, release, threatened release, handling, storage, treatment, deposit or disposal of any Hazardous or Deleterious Substances caused or exacerbated by the activities of the Purchaser on or in the gross sale area during the term of this Contract; or
c. Otherwise arising out of or in connection with any environmental condition or action caused or created by the Purchaser.
Indemnity and Liability. 15.1. This Clause 15 sets out the entire financial liability of Findmyshift (including any liability for the acts or omissions of its employees, agents and subcontractors) to you, arising under or in connection with this Agreement and/or your use of the Services.
15.2. Findmyshift warrants only that we will use commercially reasonable endeavours to ensure that the Services shall perform substantially in accordance with our marketing materials provided to you. Consequently, Findmyshift provides the Services “as is” and “as available”, and makes no promises about the Services, their reliability, availability or accuracy. Furthermore, Findmyshift makes no warranty that the Services are fit for any particular purpose, and any such warranties implied or inferred by law or practice are hereby denied.
15.3. The parties agree that no other warranties have been expressed or should be implied than those explicitly expressed in this Agreement, and should be excluded to the fullest extent permitted by law.
15.4. Nothing in this clause excludes Findmyshift’s liability for death or personal injury caused by Findmyshift’s negligence or for fraudulent acts or fraudulent misrepresentations made by Findmyshift.
15.5. Findmyshift will not be responsible or liable whether as a matter of contract, tort or statute for any lost profits, opportunities, revenues, data, financial losses, intangible losses, goodwill or indirect, incidental, special, consequential, exemplary, or punitive damages howsoever arising under this Agreement.
15.6. The maximum aggregate liability of Findmyshift for any claims under this Agreement, including for any implied warranties, is limited to the amount you paid Findmyshift to use the Services (or, to supplying you the Services again) for the 12 months preceding the date on which the claim arose.
15.7. In all cases, Findmyshift will not be liable for any loss or damage that is not reasonably foreseeable.
15.8. The User acknowledges and agrees that any unauthorised use (as per this Agreement) of the Services and/or any related materials as a result of your negligent act or omission would result in irreparable damage to Findmyshift and will give rise to a right to an indemnity from the User to Findmyshift.
15.9. Without limitation to any other rights Findmyshift may have, you agree to indemnify and hold Findmyshift, its affiliates, employees, agents and licensors harmless from and against all liabilities, legal fees, damages, losses, costs and other expe...
Indemnity and Liability. A. Personnel Relationships - USER shall be responsible for the acts or omissions of Participants.
B. Product Liability - To the extent permitted by US and US State law, if USER utilizes the work derived from this Agreement in the making, using, or selling of a product, process or service, then USER hereby agrees to hold harmless and indemnify CONTRACTOR and the United States Government, their officers, agents and employees from any and all liability, claims, damages, costs and expenses, including attorney fees, for injury to or death of persons, or damage to or destruction of property, as a result of or arising out of such utilization of the work by or on behalf of USER, its assignees or licensees.
C. General Indemnity - To the extent permitted by US and US State law, USER hereby agrees to indemnify and hold harmless CONTRACTOR and the United States Government, their officers, agents and employees from any and all liability, claims, damages, costs and expenses, including attorney fees, for injury to or death of persons, or damage to or destruction of property, to the extent such liability, claims, or damages is caused by or contributed to the negligence or intentional misconduct of USER or its employees or representatives during the performance of the work under this Agreement.
D. Patent and Copyright Indemnity—Limited - To the extent permitted by US and US State law, USER shall fully indemnify the Government and CONTRACTOR and their officers, agents, and employees for infringement of any United States patent or copyright arising out of any acts required or directed or performed by USER under the Agreement to the extent such acts are not normally performed at the facility.
E. The liability and indemnity provisions in paragraphs B, C and D above shall not apply unless USER shall have been informed as soon as practicable by CONTRACTOR or the Government of the suit or action alleging such infringement, and such indemnity shall not apply to a claimed infringement that is settled without the consent of USER unless required by a court of competent jurisdiction.
F. General Disclaimer -
Indemnity and Liability. 10.1 You will indemnify us (and any of our officers, employees, agents or contractors) against all liabilities, losses, damages, costs and expenses suffered or incurred by us or them arising from:
(a) any third party claim brought or threatened against us or them arising from your breach of the Agreement, your negligence, or any other wrongful act or omission on your part or the part of any Visitor;
(b) any third party claim brought or threatened against us or them otherwise connected with the Event or your use of the Premises (except to the extent such claim is attributable to our breach of the Agreement or our negligence);
(c) any damage to the Premises, damage to or loss of any property at the Premises, or injury to any person caused by any Visitor;
(d) misuse of our IT networks or facilities by you or any Visitor; or
(e) your breach of the Agreement or any other negligence or wrongful act or omission on your part or the part of any Visitor.
10.2 We will notify you promptly if we become aware of any claim against which you are required to provide an indemnity under clause 10.1. We will not make any admission or settlement in relation to such claim without your prior written consent, which you may not unreasonably withhold, condition or delay.
10.3 You must notify us promptly of any claim brought or threatened against you or any other dispute in connection with the Event, providing such details as we may require.
10.4 We are responsible to you only for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of contract or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time we entered into the Agreement with you, both we and you knew it might happen: for example, if you discussed it with us during the sales process.
10.5 We are not liable to you for business losses. We are providing our services to you for personal or private use. If the Event is for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
10.6 We are not liable for Visitor’s losses. We will not be liable to you for loss of or damage to any property owned or hired by you or any Visitor, except to ...
Indemnity and Liability. 8.1 The Issuer shall indemnify each Agent (together with its directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions, damages or demands (together, "Losses") (including, but not limited to, all reasonable costs, legal fees, charges and expenses (together, "Expenses") paid or incurred in disputing or defending any Losses) which such Agent may incur or which may be made against any of them as a result of or in connection with the appointment or the exercise of or performance of the powers, authorities and duties of them, as the case may be, under this Agreement relating to the Notes except to the extent that any Losses or Expenses may result from its own wilful default, fraud or gross negligence or that of its officers, employees or agents, or the breach by it of the terms of this Agreement.
8.2 Each Agent will only be liable to the Issuer and/or the Security Trustee for losses, liabilities, costs, expenses and demands arising directly from the performance of its obligations under the Agreement suffered by or occasioned to the Issuer and/or the Security Trustee on a several basis ("Liabilities") to the extent that the Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under the Agreement. For the avoidance of doubt, the failure of the Principal Paying Agent to make a claim for payment on the Issuer's behalf or to inform any other Principal Paying Agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date shall not be deemed to constitute negligence, fraud or wilful default on the part of the Principal Paying Agent.
8.3 Each Agent shall not otherwise be liable or responsible for any Liabilities or inconvenience which may result from anything done or omitted to be done by it in connection with the Agreement.
8.4 Liabilities arising, under clause 8.2 shall be limited to the amount of the Issuer's and/or the Security Trustee's actual loss (such loss shall be determined as at the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at the time of entering into the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. In no event shall any Agent be liable for any losses of profits, goodwill, reputation, business opportun...
Indemnity and Liability. To the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless UC, its officers, employees, and agents, from and against all losses, expenses (including, without limitation, reasonable attorneys' fees and costs), damages, and liabilities of any kind resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to be due to the acts or omissions of Supplier, its officers, employees, agents, sub- suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense. UC retains the right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld.
Indemnity and Liability. The Customer shall fully indemnify the Bank and its employees, officers and directors and each of the affiliates and subsidiaries of JPMorgan Chase Bank, N.A. on demand, at all times against any losses, costs, claims, damages, liabilities and expenses (including without limitation legal fees) which it or they suffer or incur directly or indirectly as a result of (i) the Customer’s breach of these Account Terms, (ii) the Bank acting on what it believed in good faith to be the Customer’s communication or Instruction or because of anything done under or as contemplated by these Account Terms. This indemnity is in addition to and not in substitution for any other indemnity or right in favour of the Bank given by law or otherwise and shall not be affected or discharged by anything.
