Clause Library
A contractual provision defining the extent of a party's responsibility for damages, losses, or obligations arising from the agreement.
14 examplesSourced from SEC EDGAR
A liability clause addresses which party is legally responsible for losses, damages, or claims arising from the agreement, and under what circumstances that responsibility applies.
It's a foundational risk-allocation clause in almost any commercial contract, giving both sides clarity on their exposure before something goes wrong rather than leaving it to be worked out after the fact.
This clause often works together with, and should be read alongside, any separate limitation-of-liability or indemnification provisions in the same contract, since those clauses narrow or redirect the liability this one establishes.
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
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.
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
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
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.
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.
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.
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.
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
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.
Subject to Section 8.2, neither party will be liable for indirect or consequential damages, even if advised of the possibility of such damages.
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.
THE INDEMNIFIED PARTIES (AS DEFINED IN SECTION 24.1) SHALL NOT BE LIABLE TO THE TENANT PARTIES FOR ANY INJURY TO OR DEATH OF
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.
All clause examples are sourced from publicly available SEC EDGAR filings. These clauses are provided for educational and reference purposes only and do not constitute legal advice. Always consult a qualified attorney before using any clause in your contracts.
