Allocation of Liabilities Indemnification Sample Clauses

Allocation of Liabilities Indemnification. 53 Section 14.1 Buyer’s Assumed Liabilities..........................................................53 Section 14.2 Seller’s Retained Liabilities...........................................................54 Section 14.3 Indemnification..............................................................................55 Section 14.4 Exclusive Remedies; Waiver.........................................................56 Section 14.5 Procedure.......................................................................................57 Section 14.6 Express Negligence........................................................................61 Section 14.7 Reservation as to Third Parties......................................................61 Section 14.8 Tax Treatment of Indemnification Payments................................61 Section 14.9 Survival; Time for Claims; Liability Limitations..........................61 Table of Contents (continued) Page ARTICLE XV MISCELLANEOUS..................................................................................63 Section 15.1 Expenses........................................................................................63 Section 15.2 Notices...........................................................................................63 Section 15.3 Amendments..................................................................................64 Section 15.4 Waiver............................................................................................64 Section 15.5 Assignment....................................................................................65 Section 15.6 Announcements..............................................................................65 Section 15.7 Counterparts/Fax Signatures..........................................................65 Section 15.8 Dispute Resolution.........................................................................66 Section 15.9 Governing Law..............................................................................67 Section 15.10 Entire Agreement.........................................................................67 Section 15.11 Binding Effect..............................................................................67 Section 15.12 No Third-Party Beneficiaries.......................................................67 Section 15.13 No Recourse.................................................................................67 Section 15.14 Time of the Essence........
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Allocation of Liabilities Indemnification. 49 Section 14.1 Buyer’s Assumed Liabilities 49 Section 14.2 Seller’s Retained Liabilities 50 Section 14.3 Indemnification 51 Section 14.4 Exclusive Remedies; Waiver 52 Section 14.5 Procedure 53 Section 14.6 Express Negligence 57 Section 14.7 Reservation as to Third Parties 57 Section 14.8 Tax Treatment of Indemnification Payments 57 Section 14.9 Survival; Time for Claims; Liability Limitations 57 ARTICLE XV MISCELLANEOUS 59 Section 15.1 Expenses 59 Section 15.2 Notices 59 Section 15.3 Amendments 60 Section 15.4 Waiver 60 Section 15.5 Assignment 61 Section 15.6 Announcements 61 Section 15.7 Counterparts/Fax Signatures 61 Section 15.8 Dispute Resolution 62 Section 15.9 Governing Law 63 Section 15.10 Entire Agreement 63 Section 15.11 Binding Effect 63 Table of Contents (continued) Page Section 15.12 No Third-Party Beneficiaries 63 Section 15.13 No Recourse 63 Section 15.14 Time of the Essence 63 Section 15.15 No Partnership; No Fiduciary Duty 63 Section 15.16 Limitation on Damages 64 Section 15.17 Waiver of Consumer Rights Under DTPA 64 Section 15.18 Seller’s Representative 64 Section 15.19 Amendment to Schedules 65 Section 15.20 Covenants and Agreements with Respect to Tracker 65 Section 15.21 Other Contract Interpretation 65 Annex I – Defined Terms
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Allocation of Liabilities Indemnification 
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Related to Allocation of Liabilities Indemnification

  • Liabilities; Indemnification (a) Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those incurred by a Holder as a result of the performance of the Eligible Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Up-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in full all Outstanding Up-MACRO Holding Shares, the Trust Assets would be used to pay any such losses, claims, damages or liabilities).

  • Indemnification Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS's control, except a loss arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) which USBFS may sustain or incur or which may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to USBFS and as amended from time to time in writing by resolution of the Board of Trustees. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond USBFS's control. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS's premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

  • Allocation of Liabilities The IMS Health Group shall assume all Liabilities relating to the participation of IMS Health Transferred Savings Plan Employees in the Corporation Savings Plan. The Corporation Group shall retain all other Liabilities relating to the Corporation Savings Plan.

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Indemnification and Limitation of Liability (a) To the fullest extent that limitations on the liability of Trustees and officers are permitted by the DSTA, the officers and Trustees shall not be responsible or liable in any event for any act or omission of: any agent or employee of the Trust; any Investment Adviser or Principal Underwriter of the Trust; or with respect to each Trustee and officer, the act or omission of any other Trustee or officer, respectively. The Trust, out of the Trust Property, shall indemnify and hold harmless each and every officer and Trustee from and against any and all claims and demands whatsoever arising out of or related to such officer’s or Trustee’s performance of his or her duties as an officer or Trustee of the Trust. This limitation on liability applies to events occurring at the time a Person serves as a Trustee or officer of the Trust whether or not such Person is a Trustee or officer at the time of any proceeding in which liability is asserted. Nothing herein contained shall indemnify, hold harmless or protect any officer or Trustee from or against any liability to the Trust or any Shareholder to which such Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Person’s office.

  • ARTICLE IX INDEMNIFICATION 11 Section 9.01

  • Xxxxx Indemnification Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

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