Sample Clauses

Liability

Defines the responsibilities and potential consequences faced by the parties if they fail to meet their contractual obligations.

Drafting Tips

Clarify the extent of each party's liability under the contract and any limitations or exceptions to these liabilities.
Sample Clauses
Source Purchase Agreement [CONTANGO ORE, INC.]
(2020-09-30) - DE - Gold and Silver Ores

"Liability" means, with respect to any Person, any liability, obligation, debt, commitment or guaranty of such Person of any kind or nature, whether known or unknown, accrued or unaccrued, absolute or contingent, asserted or unasserted.
Source Escrow Services Agreement [ARCIMOTO INC]
(2017-08-08) - OR - Motorcycles, Bicycles & Parts

The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof
Source License Agreement [BEAM THERAPEUTICS INC.]
(2019-07-29) - DE - Biological Products, (No Diagnostic Substances)

Licensee shall be liable for any damages or injuries caused by: (i) the condition of the Licensed Premises; (ii) the negligence or willful misconduct of Licensee, its agents or anyone claiming by, through or under Licensee; (iii) the existence of Hazardous Materials on, under or about the Licensed Premises to the extent caused, stored, released, discharged or introduced by Licensee or its agents; (iv) the death of or injury to any person or damage to any property in the Licensed Premises; or (v) the death of or injury to any person or damage to any property on or about the Building to the extent caused by the negligence, recklessness or willful misconduct of Licensee or its agents.
Source Collaborative Development and Commercialization Agreement [ACHAOGEN, INC.]
(2017-05-08) - DE - Pharmaceutical Preparations

the liability of either Party under this Agreement (whether by reason of breach of contract, tort, or otherwise) with respect to a given claim shall not exceed an amount equal to [***].
Source Escrow Services Agreement [ARCIMOTO INC]
(2017-08-08) - OR - Motorcycles, Bicycles & Parts

The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof
Source Manufacturing and Supply Agreement [BIONANOMATRIX INC]
(2018-05-14) - DE - Laboratory Analytical Instruments

Customer's exclusive remedy in the event of a breach of this Agreement shall be that SVTC will repeat the services at its own expense, and SVTC shall have no other liability whatsoever. All claims shall be deemed waived unless made in writing and received by SVTC within sixty (60) days following completion of services. Results are provided only for the use of SVTC Customers. Customer shall indemnify SVTC from any claims by third parties arising out of or related to the services provided under this agreement. IN NO EVENT SHALL SVTC BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY CLAIMING THROUGH OR UNDER CUSTOMER FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL
Source Research Collaboration and License Agreement [BIONTECH SE]
(2019-09-09) - 2M - Biological Products, (No Diagnostic Substances)

To the extent that a Party is obtaining, prosecuting or maintaining a Patent Right or otherwise exercising its rights under this Section 7.3.1, such Party, and its Affiliates, employees, agents or representatives, will not be liable to the other Party in respect of any act, omission, default or neglect on the part of any such Party, or its Affiliates, employees, agents or representatives, in connection with such activities undertaken in good faith.
Source Securities Registration Statement (Form S-4) [BEAR NEWCO, INC.]
(2017-05-25) - DE - Oil & Gas Field Machinery & Equipment

No Party shall have any liability to any other Party in the event that any Information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate in the absence of willful misconduct by the Party providing such Information. No Party shall have any liability to any other Party if any Information is destroyed after reasonable best efforts by such Party to comply with the provisions of Section 5.7.
Source Collaborative Research and License Agreement [C4 THERAPEUTICS, INC.]
(2020-09-10) - DE - Biological Products, (No Diagnostic Substances)

"Liability" has the meaning set forth in Section 11.2 (Indemnification by Biogen).
Source Employment Agreement [BROOGE HOLDINGS LTD]
(2019-09-27) - E9 - Petroleum Refining

Seller, as an entity only, shall only be liable to the Parties pursuant to the express terms of the Business Combination Agreement and this Joinder. Certain individuals and entities, as specified in Sections 10.2(a) and 10.2(b) of the Business Combination Agreement, shall have no liability under the Business Combination Agreement or this Joinder.
Source Shareowner Communication [CARRIER GLOBAL CORP]
(2020-02-07) - DE - Air-Cond & Warm Air Heatg Equip & Comm & Indl Refrig Equip

In the event of a termination of the separation agreement, no party, nor any of its directors, officers or employees, will have any liability of any kind to the other parties or any other person by reason of the separation agreement.
Source Equity Commitment Letter [CHINA BIOLOGIC PRODUCTS, INC.]
(2020-11-20) - Biological Products, (No Diagnostic Substances)

Subject to the terms hereof, the liability of the Guarantor under this Limited Guarantee shall, to the fullest extent permitted under applicable Law (and except in such case where this Limited Guarantee is terminated pursuant to Section ‎5), be absolute, irrevocable, unconditional and continuing, irrespective of any change in the corporate existence, structure or ownership of Parent or Merger Sub or any
Source Charge Over Shares Agreement [CHINA DISTANCE EDUCATION HOLDINGS LTD]
(2017-01-05) - E9 - Services-Educational Services

'Liability' means any direct liability, damage, loss, cost, claim or expense of any kind or nature;
Source Amended and Restated Consortium Agreement [CHINA MING YANG WIND POWER GROUP LTD]
(2016-06-22) - E9 - Engines & Turbines

"Liability" means a liability to pay a sum of money arising pursuant to a Claim (which sum is deemed to include all legal and other costs, damages, losses and expenses incurred in connection with (or arising directly or indirectly from) defending, disputing or otherwise dealing with any such Claim) where the liability arises from a judgment given by a court of competent jurisdiction, the final decision given in any binding arbitration proceedings or the agreed settlement of the Claim.
Source Framework Partnering Agreement [CUREVAC N.V.]
(2020-07-24) - P7 - Pharmaceutical Preparations

In any case of liability according to Section 8.1 and to any other provision of this Agreement [Company.Name] will only be liable for willful conduct or gross negligence. Under no circumstances [Company.Name] shall be liable for punitive, incidental, consequential or indirect damages.
Source Master Services Agreement [ACCOLADE, INC.]
(2021-04-01) - DE - Services-Business Services, NEC

Subject to Section 8.2, neither party will be liable for indirect or consequential damages, even if advised of the possibility of such damages.
Source Letter Agreement [BIOCERES S.A.]
(2017-10-30) - C1 - Agricultural Chemicals

Except as otherwise provided by the Act or as expressly provided herein, the debts, obligations and liabilities of the Company, whether arising in contract, ton 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.
Source Loan Agreement [BUTLER NATIONAL CORP]
(2021-03-12) - DE - Services-Miscellaneous Amusement & Recreation

a) Borrowers are not in default, and no event which, but for the lapse of time or service of notice or both, would constitute a default has occurred and is continuing under any Loan Document or any other agreement, indenture, mortgage, deed of trust, security agreement, or instrument under which any of them is directly or contingently liable or pursuant to which the Business, Premises, Collateral or any of their other assets or properties are encumbered or affected in any way, the breach or default of which would result in a Material Adverse Effect; b) BNSC is not in default, and no event which, but for the lapse of time or service of notice or both, would constitute a default has occurred and is continuing under any Loan Document or any other agreement, indenture, mortgage, deed of trust, security agreement, or instrument under which it is directly or contingently liable, the breach or default of which would result in a Material Adverse Effect.
Source Commercial Lease Agreement [EVERSPIN TECHNOLOGIES INC]
(2016-09-09) - Semiconductors & Related Devices

THE INDEMNIFIED PARTIES (AS DEFINED IN SECTION 24.1) SHALL NOT BE LIABLE TO THE TENANT PARTIES FOR ANY INJURY TO OR DEATH OF
Source Employee Share Purchase Plan (ESPP) Agreement [FAIRFAX FINANCIAL HOLDINGS LTD]
(2017-11-20) - Z4 - Fire, Marine & Casualty Insurance

15. Liability. No member of the Board or any of its committees or the Administrator shall have any liability or responsibility to any Employee, Participant or otherwise with respect to the Plan, and the Company or a Participating Company (if applicable) shall indemnify and hold harmless each such person from any liability arising from or in connection with the Plan, except with respect to fraud, bad faith or willful misconduct. In the performance of its functions with respect to the Plan, the Board or the Administrator shall be entitled to rely upon information and advice furnished by the Company's officers, accountants, legal counsel and any other party that the Board or the Administrator deems necessary or appropriate, and no member of the Board or the Administrator shall be liable for any action taken or not taken in reliance upon any such advice.
Source Limited Partnership Agreement [FAMILY DOLLAR STORES OF VERMONT, INC.]
(2016-05-05) - VA -

Person knew at the time of the act or omission that such act or omission was in conflict with the interests of the Partnership, (ii) any acts or omissions taken in bad faith or that involve intentional misconduct or a knowing violation of law; or (iii) a willful breach of this Agreement. Without limiting the foregoing, no liability exists in any such Person for any action or omission taken or suffered by any other Partner, Person acting on behalf of a Partner, or officer, or any mistake, misconduct, negligence, dishonesty or bad faith on the part of any employee or other agent of the Partnership appointed by such Person in good faith.