Exculpatory Provision. The parties to this Agreement expressly acknowledge and agree that, anything herein to the contrary notwithstanding, that no officer, director, employee, agent, or official (elected or appointed) of any party hereto shall have any personal liability or obligation arising out of this Agreement, and no party hereto shall make any claim to the contrary.
Exculpatory Provision. In the exercise of the powers of the Authority, the Trustee and their respective trustees, directors, officers, employees and agents (each, an “Indemnified Party”) under this Agreement, each Indemnified Party shall not be accountable or liable to the Borrower for any actions taken or omitted by such Indemnified Party in good faith and believed by it or them to be authorized or within their discretion or rights or powers conferred upon them (other than the negligence or willful misconduct of such Indemnified Party), all such liability, if any, being expressly waived by the Borrower by the execution of this Agreement. The Borrower shall indemnify and hold harmless each Indemnified Party against any claim or liability based on the foregoing asserted by any other Person. In case any action shall be brought against an Indemnified Party in respect of which indemnity may be sought against the Borrower, such Indemnified Party shall promptly notify the Borrower in writing and the Borrower shall assume the defense thereof, including the employment of counsel of the Borrower’s choice and the payment of all expenses. Such Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by such Indemnified Party unless the employment of such counsel has been authorized by the Borrower. The Borrower shall not be liable for any settlement of any such action without its consent but if any such action is settled with the consent of the Borrower or if there be final judgment for the plaintiff of any such action, the Borrower agrees to indemnify and hold harmless such Indemnified Party from and against any loss or liability by reason of such settlement or judgment.
Exculpatory Provision. Buyers’ Agent shall not be (a) liable for any action lawfully taken or omitted to be taken by Buyers’ Agent under or in connection with this Agreement, except for Buyers’ Agent’s gross negligence or willful misconduct or (b) responsible in any manner for (i) warranties made by Seller in the WP Agreement or in any certificate, report, statement or other document referred to or received by Buyers’ Agent under or in connection with the WP Agreement (“Seller Statements”), (ii) the validity, effectiveness, genuineness, enforceability, priority or sufficiency of the Seller Statements, or (iii) any failure of Seller to perform its obligations under the WP Agreement.
Exculpatory Provision. No personal liability or personal responsibility is assumed by nor shall at any time be asserted or enforced against any affiliate, partner, member, officer, director, trustee or beneficiary of Owner on account of any agreement contained in the Agreement or any other Design-Build Documents, whether expressed or implied. Liability with respect to the entry and performance of this Agreement and all other Design-Build Documents, however it may arise, with respect to Owner shall be asserted and enforced only against Owner, and Design- Builder shall have no recourse to any assets of any affiliate, partner, member, director, officer, employee, trustee, beneficiary or other representative of Owner. Any and all personal liability, if any, beyond that which may be asserted against Owner is expressly waived and released by Design-Builder and by all persons or entities claiming by, through and under Design-Builder.
Exculpatory Provision. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
Exculpatory Provision. Premiere shall not be liable for, and Xxxxx and Endeavor hereby agree to hold Premiere harmless against, any loss, cost, liability or expense (including attorneys' fees and costs and expenses of investigation) directly or indirectly occurring or arising from actions taken by Xxxxx (or omissions or failures to act on his part) occurring in the course of Xxxxx'x service to Endeavor or any subsidiary or affiliate thereof. Endeavor shall not be liable for, and Xxxxx and Premiere hereby agree to hold Endeavor harmless against, any loss, cost, liability or expense (including attorneys' fees and costs and expenses of investigation) directly or indirectly occurring or arising from actions taken by Xxxxx (or omissions or failures to act on his part) occurring in the course of Xxxxx'x employment to Premiere or any subsidiary or affiliate thereof. 6.
Exculpatory Provision. Except for occurrences resulting from the gross negligence of the Landlord or the Sublandlord, or those for whom the Landlord or the Sublandlord are responsible at law, the Sublandlord shall not be liable for death of or injury to the Subtenant or others on the Subleased Premises, or for the loss of or damage to property of the Subtenant or others by theft or otherwise. Without limiting the generality of the foregoing, the Sublandlord shall not be liable for death, injury, loss or damage of or to persons or property resulting or arising from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Subleased Premises or from the pipes, appliances or plumbing works or from the road, street or subsurface, or from any other place, or by dampness, or by other cause of any kind and the Sublandlord is not liable for death, injury, loss or damage caused by other tenants or occupants or other persons in the Subleased Premises or in any other part of the Building, or resulting from construction, alteration or repair of the Subleased Premises or the Building. All property of the Subtenant or others kept or stored in the Subleased Premises will be kept or stored at the risk of the Subtenant only and the Subtenant will hold the Sublandlord harmless from all claims arising out of damage to it, including subrogation claims (if any) by the Subtenant’s insurers.
Exculpatory Provision. The parties to this Memorandum of Understanding expressly acknowledge and agree that, anything herein to the contrary notwithstanding, no officer, director, employee, agent, or officials (elected or appointed) of any party hereto shall have any personal liability or obligation arising out of this Memorandum of Understanding, and no party hereto shall make any claims to the contrary.
Exculpatory Provision. In exercising powers under this Agreement, the Paying Agent, the Participant and DNR and their members, directors, officers, employees and agents will not be liable to any other party to this Agreement (i) for any actions taken or omitted by it or its members, officers, directors, employees or agents in good faith and believed by it or them to be authorized or within their discretion or rights or powers conferred upon them, or (ii) for any claims based on this Agreement against any member, director, officer, employee or agent of the Paying Agent, the Participant or DNR in his or her individual capacity.
Exculpatory Provision. None of the Agents, any Issuing Lender nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or by any such other Person under or in connection herewith or in connection with any other Credit Document (except for its or such Person's own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Obligors contained herein or in any of the other Credit Documents or in any certificate, report, document, financial statement or other written or oral statement referred to or provided for herein or any of the other Credit Documents, or received by the Agents or any of them under or in connection herewith or in connection with the other Credit Documents, or for the effectiveness, perfection, genuineness, validity, enforceability, collectability or sufficiency of this Agreement or any of the other Credit Documents, furnished or made available by the Agents or any of them to the Lenders or any of them or by or on behalf of the Obligors or any of them to the Agents or any of them or to any Lender, or for any failure of the Obligors or any of them to perform their respective obligations hereunder or thereunder. None of the Agents shall be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or in any other Credit Document, or as to the use of the proceeds of the Loans, or of the existence or possible existence of any Default or Event of Default, or to inspect the properties, books or records of any of the Obligors. None of the Agents is a trustee for any of the Lenders and owes no fiduciary duty to the Lenders or any of them.
