EXCLUSIONS FROM GENERAL INDEMNITY Sample Clauses

EXCLUSIONS FROM GENERAL INDEMNITY. The indemnity in Clause 2 of this Deed shall be deemed not to provide for, or entitle the Director to, any indemnification that would cause this Deed, or any part of it, to be treated as void under the Act and, in particular, to the extent the liability attaches to the Director in connection with any negligence, default, breach of duty or breach of trust in relation to a Group Company of which he is a director, shall not provide directly or indirectly (to any extent) any indemnity against: (a) any liability incurred by the Director to the Company or any Associated Company (as defined in section 256 of the Act); or (b) any liability incurred by the Director to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (c) any liability incurred by the Director: (i) in defending any criminal proceedings in which he is convicted; or (ii) in defending any civil proceedings brought by the Company, or an Associated Company, in which judgment is given against him; or (iii) in connection with any application under section 661(3) or section 661(4) or section 1157 of the Act in which the Court refuses to grant him relief, where, in any such case, any such conviction, judgment or refusal of relief has become final. Reference in this Clause 3 to a conviction, judgment or refusal of relief becoming ‘final’ shall be construed in accordance with section 234(5) of the Act.
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EXCLUSIONS FROM GENERAL INDEMNITY. The indemnities contained in clause 25.1.1 and 25.1.2 shall not extend to any Liability:
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EXCLUSIONS FROM GENERAL INDEMNITY. The indemnities contained in Clauses 25.1(a) and 25.1(b) shall not extend to any Liability: (a) to the extent that such Liability is caused by any act of an Indemnified Person which constitutes the wilful misconduct of or recklessness by such Indemnified Person; (b) to the extent that such Liability is caused by any failure on the part of the Lessor to comply with any of its express and specific obligations under any of the Relevant Lease Documents to which the Lessor is party; (c) to the extent that such Liability constitutes the Lessor's Cost or any part thereof; (d) to the extent that such Liability constitutes a cost which is expressly to be borne by the Lessor under any other provision of this Agreement, the Shipbuilding Contract or the Construction Supervision Agreement and which the Lessee establishes was not intended to be within the scope of the indemnities granted in favour of the Lessor or any other member of the Lessor's Group in any Relevant Lease Document; (e) in respect of which the Lessor is expressly and specifically indemnified under any other provision of this Agreement; and (f) any Liability which is caused solely by a failure of any Provider of Security (other than any Additional Security Provider who is a member of the Guarantor's Group) to comply with any obligation on its part under any Relevant Lease Document to which it is party.
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EXCLUSIONS FROM GENERAL INDEMNITY. Notwithstanding the provisions of clause (a) of this Section 13.1, the Lessee shall not be required to indemnify any Indemnitee under this Section 13.1 for any of the following: (i) any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being understood that the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim), (ii) any Claim resulting from Lessor Liens that the applicable Indemnitee is responsible for discharging under the Operative Documents, (iii) any Claim to the extent attributable to such Indemnitee’s breach of any of its covenants or obligations under the Operative Documents, (iv) any Claim to the extent attributable to acts, circumstances or events occurring or existing solely after (1) the Expiration Date and (2) the return or remarketing of the Property in full compliance with all of the requirements of the Operative Documents, so long as no Lease Event of Default has occurred and is continuing, and (v) any Claim arising from a breach by such Indemnitee of any agreement entered into in connection with the assignment or participation of any Loan, Purchased Interest or Lessor Amount. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other Operative Document.
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EXCLUSIONS FROM GENERAL INDEMNITY. The indemnities contained in Clause 14.1 (General Indemnity) shall not extend to any Liability: (a) to the extent that such Liability is caused by any act of an Indemnified Person which constitutes the wilful misconduct or reckless disregard with knowledge of the probable consequences; (b) to the extent that such Liability is caused by any failure on the part of the Sub-Lessor to comply with any of its express and specific obligations under any of the Lease Documents to which the Sub-Lessor is party; (c) to the extent that such Liability constitutes any amounts in respect of Premium or Rentals payable by the Sub-Lessor under the Head-Lease; (d) to the extent that such Liability constitutes a cost which is expressly to be borne by the Sub-Lessor under any other provision of this Sub-Lease or the other Lease Documents and which the Sub-Lessee establishes was not intended to be within the scope of the indemnities granted in favour of the Sub-Lessor or any other Indemnified Person in any Lease Document; (e) in respect of which the Sub-Lessor is expressly and specifically indemnified under any other provision of this Sub-Lease.
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EXCLUSIONS FROM GENERAL INDEMNITY. The provisions of Section 10.1(a) and the indemnities contained therein shall not extend to any Claim with respect to any particular Indemnitee: (i) to the extent that such Claim arises from acts, omissions or events which occur after the date on which all obligations of Lessee (including those under Section 8.01 of the Amended and Restated Lease) shall have terminated; or (ii) to the extent that such Claim arises from the willful misconduct or gross negligence of such Indemnitee, other than the gross negligence or willful misconduct imputed to such Indemnitee (A) as a result of its ownership of or other interest in the Project and any other property relating to the transactions contemplated by the Transaction Documents or any portion thereof or interest therein or (B) as a result of Xxxxxx's acting on behalf of such Indemnitee; or (iii) which is a Tax, it being understood that Section 10.2 and the Tax Indemnity Agreement exclusively provide for the Lessee's liability with respect to Taxes; or (iv) with respect to Lessor or any Partner, as the case may be, to the extent that such Claim arises out of a Lessor QF Casualty or a voluntary offer or sale of its interest in the Project by Lessor or such Partner to any Person other than Lessee; or (v) with respect to Lessor or any Partner or affiliate of either thereof to the extent that such Claim arises from the incorrectness of any representation or warranty of such Person contained in or made pursuant to this Agreement or any of the other Transaction Documents; or (vi) with respect to Lessor or any Partner or affiliate of either thereof to the extent that such Claim arises from the failure of such Person to perform or observe any covenant, agreement or condition on its part required to be performed or observed in this Agreement or any other Transaction Document (except to the extent such failure was caused by a failure by Lessee or any affiliate thereof to perform its obligations under any Transaction Documents, but excluding from this exception any nonwillful failure by Lessee to cause compliance by another Person with any terms of any.Transaction Document where such compliance has been delegated or assigned to such other Person); or (vii) notwithstanding the terms of the last sentence of Section 8.01(c) of the Amended and Restated Lease, and only in the event that EPC owns all of the voting common stock of Lessee, with respect to Lessor, any Partner or any affiliate thereof to the extent that such Claim resu...
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EXCLUSIONS FROM GENERAL INDEMNITY. The indemnities contained in Clause 19.1 (General indemnity) will not extend to any Indemnifiable Person to the extent that the Liability incurred by such Indemnifiable Person: (a) is caused by any act on the part of that Indemnifiable Person (excluding any act of the Lessee acting in any capacity on behalf of an Indemnified Person) which constitutes the wilful misconduct of, or recklessness with knowledge of the probable consequences on the part of, that Indemnifiable Person; (b) is caused by any failure on the part of that Indemnifiable Person to comply with any of its specific obligations under any of the Transaction Documents; (c) constitutes any part of the Acquisition Cost; (d) constitutes a cost which is expressly to be borne by that Indemnifiable Person, as against the Lessee, under any other provision of this Master Agreement or the other Transaction Documents; or
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EXCLUSIONS FROM GENERAL INDEMNITY. The provisions of Section 10.1 (a) and the indemnities contained therein shall not extend to any Claim with respect to any particular Indemnitee: (i) to the extent that such Claim arises from acts, omissions or events which occur after the date on which all obligations of Lessee (including those under Section 8.01 of the Amended and Restated Lease) shall have terminated; or (ii) to the extent that such Claim arises from the willful misconduct or gross negligence of such Indemnitee, other than the gross negligence or willful misconduct imputed to such Indemnitee (A) as a result of its ownership of or other interest in the Project and any other property relating to the transactions contemplated by the Transaction Documents or any portion thereof or interest therein or (B) as a result of Lessee's acting on behalf of such Indemnitee; or (iii) which is a Tax, it being understood that Section 10.2 and the Tax Indemnity Agreement exclusively provide for the Lessee's liability with respect to Taxes; or
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EXCLUSIONS FROM GENERAL INDEMNITY. 3.1 The indemnity in Clause 2 of this Deed shall be deemed not to provide for, or entitle the Director to, any indemnification that would cause this Deed, or any part of it, to be treated as void under the Act and, in particular, to the extent the liability attaches to the Director in connection with any negligence, default, breach of duty or breach of trust in relation to a Group Company of which he or she is a director, shall not provide directly or indirectly (to any extent) any indemnity against: (a) any liability incurred by the Director to the Company or any Associated Company (as defined in section 256 of the Act); or (b) any liability incurred by the Director to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); (c) any liability incurred by the Director: (i) in defending any criminal proceedings in which he or she is convicted; or (ii) in defending any civil proceedings brought by the Company, or an Associated Company, in which judgment is given against him or her; or (iii) in connection with any application under section 661(3) or section 661(4) or section 1157 of the Act in which the court refuses to grant him or her relief, where, in any such case, any such conviction, judgment or refusal of relief has become final; or (d) any liability relating to any taxation or national insurance payable by the Director in connection with his remuneration or other payments or benefits received from the Company or any Group Company; or (e) the extent that the Director is entitled to recover from any other person (including under any policy of insurance) any amount in relation to a Claim, unless such amount is contingent on the Director having first exhausted his or her rights to indemnification in respect of the relevant liability under this Deed. 3.2 Reference in this Clause 3 to a conviction, judgment or refusal of relief becoming ‘final’ shall be construed in accordance with section 234(5) of the Act.
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Related to EXCLUSIONS FROM GENERAL INDEMNITY

  • Exclusions from Indemnification Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to: (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Xxxxxxxxxx, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) proceedings referenced in Section 4 above (unless a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the Board has consented to the initiation of such proceedings; (b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law; (c) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or (d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act).

  • General Indemnity In addition to the payment of expenses pursuant to Section 10.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to indemnify, pay and hold Bank and any holder(s) of the Note, and the officers, directors, employees, agents and affiliates of Bank and such holder(s) (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnities shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnities, in any manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by Bank, Bank's agreement to make the Loans hereunder or the use or intended use of the proceeds of any Loan hereunder (collectively, the "indemnified liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnities or any of them. The provisions of the undertakings and indemnification set out in this Section 10.05 shall survive satisfaction and payment of Borrower's Obligations and the termination of this Agreement.

  • General Indemnity Provisions No indemnifying party shall be liable under its indemnity agreement contained in Section 4.3 or 4.4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

  • General Indemnification Supplier agrees to protect, defend, indemnify and save DXC harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, resulting from any personal injury or death, or damages to property resulting directly or indirectly from the performance of Supplier hereunder.

  • General Indemnification Provisions (a) The Indemnifying Party shall pay the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunder. (b) If and to the extent that any provision of Section 4.01 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunder.

  • EXCLUSIONS FROM WARRANTY This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond Microsoft’s reasonable control.

  • Exclusions from General Release Excluded from the Release are any claims or rights that cannot be waived by law, as well as Executive’s right to file a charge with an administrative agency or participate in any agency investigation. Executive is, however, waiving the right to recover any money in connection with a charge or investigation. Executive is also waiving the right to recover any money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency.

  • Exclusions from Coverage The Long-Term Disability Plan does not cover total disabilities resulting from: A) war, insurrection, rebellion, or service in the armed forces of any country; B) voluntary participation in a riot or civil commotion, except while an employee is in the course of performing the duties of her regular occupation; C) intentionally self-inflicted injuries or illness.

  • Additional Indemnification; Limitation of Liability A. Subject to Section 2(A), USBFS CANNOT AND DOES NOT GUARANTEE AVAILABILITY OF THE ELECTRONIC SERVICES. Accordingly, USBFS’s sole liability to the Trust or any third party (including End Users) for any claims, notwithstanding the form of such claims (e.g., contract, negligence, or otherwise), arising out of the delay of or interruption in the Electronic Services to be provided by USBFS hereunder shall be to use its best reasonable efforts to commence or resume the Electronic Services as promptly as is reasonably possible. B. USBFS shall, at its sole cost and expense, defend, indemnify, and hold harmless the Trust and its trustees, officers and employees from and against any and all claims, demands, losses, expenses and liabilities of any and every nature (including reasonable attorneys’ fees) arising out of or relating to (a) any infringement, or claim of infringement, of any United States patent, trademark, copyright, trade secret, or other proprietary rights based on the use or potential use of the Electronic Services and (b) the provision of the Trust Files (as defined below) or Confidential Information (as defined below) to a person other than a person to whom such information may be properly disclosed hereunder. C. If an injunction is issued against the Trust’s use of the Electronic Services by reason of infringement of a patent, copyright, trademark, or other proprietary rights of a third party, USBFS shall, at its own option and expense, either (i) procure for the Trust the right to continue to use the Electronic Services on substantially the same terms and conditions as specified hereunder, or (ii) after notification to the Trust, replace or modify the Electronic Services so that they become non-infringing, provided that, in the Trust’s judgment, such replacement or modification does not materially and adversely affect the performance of the Electronic Services or significantly lessen their utility to the Trust. If in the Trust’s judgment, such replacement or modification does materially adversely affect the performance of the Electronic Services or significantly lessen their utility to the Trust, the Trust may terminate all rights and responsibilities under this Exhibit C immediately on written notice to USBFS. D. Because the ability of USBFS to deliver Electronic Services is dependent upon the Internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment manufacturers, firewall providers and encryption system developers and other vendors and third parties, USBFS shall not be liable for delays or failures to perform its obligations hereunder to the extent that such delays or failures are attributable to circumstances beyond its reasonable control which interfere with the delivery of the Electronic Services by means of the Internet or any of the equipment, software and services which support the Internet provided by such third parties. USBFS shall also not be liable for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by USBFS or its affiliates) or of any third parties involved in the Electronic Services and shall not be liable for the selection of any such third party, unless USBFS selected the third party in bad faith or in a grossly negligent manner. E. USBFS shall not be responsible for the accuracy of input material from End Users nor the resultant output derived from inaccurate input. The accuracy of input and output shall be judged as received at USBFS’s data center as determined by the records maintained by USBFS. F. Notwithstanding anything to the contrary contained herein, USBFS shall not be obligated to ensure or verify the accuracy or actual receipt, or the transmission, of any data or information contained in any transaction via the Electronic Services or the consummation of any inquiry or transaction request not actually reviewed by USBFS.

  • General Indemnities 17.1 Currency In the event of any Finance Party receiving or recovering any amount payable under any of the Security Documents in a currency other than the Currency of Account, and if the amount received or recovered is insufficient when converted into the Currency of Account at the date of receipt to satisfy in full the amount due, the Borrower shall, on the Agent's written demand, pay to the Agent such further amount in the Currency of Account as is sufficient to satisfy in full the amount due and that further amount shall be due to the Agent on behalf of the Finance Parties as a separate debt under this Agreement.

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