Exculpation and Indemnity. The Member or officers of the Company shall not be liable or accountable in damages or otherwise to the Company for any act or omission done or omitted in good faith, unless such act or omission constitutes gross negligence, willful misconduct, or a breach of this Agreement on the part of the Member or officers of the Company. The Company shall indemnify the Member or officers of the Company to the fullest extent permitted by law against any loss, liability, damage, judgment, demand, claim, cost or expense incurred by or asserted against the Member or officers of the Company (including, without limitation, reasonable attorneys’ fees and disbursements incurred in the defense thereof) arising out of any act or omission of the Member or officers in connection with the Company, unless such act or omission constitutes bad faith, gross negligence or willful misconduct.
Exculpation and Indemnity. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Member nor the Authorized Representatives (individually a “Covered Person” and, collectively, the “Covered Persons”) shall be liable or accountable in damages or otherwise to the Company for any act or omission done or omitted by a Covered Person in good faith, unless such act or omission constitutes willful misconduct. The Company shall indemnify each Covered Person to the fullest extent permitted by law against any loss, liability, damage, judgment, demand, claim, cost or expense incurred by or asserted against the Covered Person (including, without limitation, reasonable attorneys’ fees and disbursements incurred in the defense thereof) arising out of any act or omission of the Covered Person in connection with the Company, unless such act or omission constitutes bad faith, gross negligence or willful misconduct on the part of the Covered Person.
Exculpation and Indemnity. The Depository Bank shall not be liable, except for its own gross negligence or willful misconduct or its breach of the express terms of this Control Agreement and, except with respect to claims based upon such gross negligence or willful misconduct or any such breach that are successfully asserted against the Depository Bank, the Grantor shall indemnify and hold harmless the Depository Bank (and any successor Depository Bank) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements arising out of and in connection with this Control Agreement.
Exculpation and Indemnity a. Tenant, as a material part of the consideration to be rendered to Landlord under this Lease, to the extent permitted by law, hereby waives all claims for loss, theft or damage to property and for injuries to persons, including death, in, upon or about the Premises or the Building, from any cause whatsoever except loss, damage or injury caused solely by the gross negligence or willful misconduct of Landlord, its agents, servants or employees. Tenant agrees that it shall defend, indemnify and hold Landlord, its agents, servants and employees harmless from and against any loss, liability, claim or damage arising out of or resulting from Tenant's use or occupancy of the Premises, other than that caused solely by the gross negligence or willful misconduct of Landlord, its agents, servants or employees.
b. Neither Landlord nor its agents, servants or employees shall be liable to Tenant for any damage by or from any act or omission of any tenant or other occupant of the Building or by any owner or occupant of adjoining or contiguous property. Tenant agrees to pay for all damage to the Building or the Premises, as well as all damage to tenants or occupants thereof caused by Tenant's misuse or neglect of the Premises, its apparatus or appurtenances, or caused by any licensee, contractor, agent or employee of Tenant. Notwithstanding the foregoing provisions, neither Landlord nor Tenant shall be liable to one another for any loss, damage or injury caused by its act or neglect to the extent that the other party has recovered the amount of such loss, damage or injury from any insurer, and the insurance company is bound by this waiver of liability.
c. Particularly, but not in limitation of the foregoing paragraph, all property belonging to Tenant or any occupant of the Premises that is in the Building or the Premises shall be there at the risk of Tenant or other party only, and Landlord or its agents or employees (except in the case of gross negligence or willful misconduct of Landlord or its agents or employees) shall not be liable for:
(1) damage to or theft of or misappropriation of such property; (2) any damage to property entrusted to Landlord, its agents or employees, if any; (3) loss of or damage to any property by theft or otherwise, by any means whatsoever; (4) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, inclement weather or rain which may leak from any part of the Building or street, ...
Exculpation and Indemnity. Neither the Administrative Agent nor any other Secured Party shall be liable for any loss or damage suffered by the Assignor, except in case of wilful misconduct (Absicht) or gross negligence (xxxxx Fahrlässigkeit) on the part of the Administrative Agent (or any officer, employee, agent or delegate of, or appointed by, the Administrative Agent for which it is responsible pursuant to mandatory applicable law). The Assignor will fully release, discharge and indemnify the Administrative Agent and any delegate and auxiliary person of the Administrative Agent and keep them fully harmless for any claims raised or brought against them in connection with this Agreement, save in respect of loss or damage suffered as a result of the wilful misconduct (Absicht) or gross negligence (xxxxx Fahrlässigkeit) on the part of the Administrative Agent (or any officer, employee, agent or delegate of, or appointed by, the Administrative Agent for which it is responsible pursuant to applicable law).
Exculpation and Indemnity. To the fullest extent permitted by law, a Competitor hereby waives and releases any and all Claims against each and all of the Indemnified Parties, and agrees to protect, indemnify and hold harmless the Indemnified Parties from and against any and all Claims, in each case arising directly or indirectly out of or in any way connected with:
(a) the acceptance of the Competitor’s entry to participate in the whole or any part of AC35;
(b) the Competitor’s participation in the whole or any part of AC35, which includes attendance and participation in Events and/or designing, constructing, testing, sailing and/or racing any yacht (including an AC45 Yacht and/or AC62 Yacht), whether or not pursuant to the terms of the Rules in each case; and/or
Exculpation and Indemnity. Neither party shall be liable to the other party for any damage to the other party or the other party’s property (except for that which is caused directly by a party to the other party’s property), and each party waives all claims against the other party for damage to person or property (except for that which is caused directly by a party to the other party). A party’s obligation under this Section to indemnify and hold the other party harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any, received by the party being indemnified.
Exculpation and Indemnity. 5 4.1 Exculpation................................................................... 5 4.2 Indemnity..................................................................... 5
Exculpation and Indemnity. 10.1 Exculpation. Neither the General Partner nor any affiliate of the General Partner, nor any officer, director, manager, member, employee, stockholder, or partner of the General Partner or any of its affiliates, shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner by reason of, or arising from or relating to the operations, business, or affairs of, or any action taken or failure to act on behalf of, the Partnership, except to the extent that any of the foregoing is determined, by a final, nonappealable order of a court of competent jurisdiction, to have been primarily caused by the gross negligence, willful misconduct, or bad faith of the person claiming exculpation.
Exculpation and Indemnity. 8.1 The provisions of this Clause are without prejudice to any other limitation of liability or indemnity given in favour of Law Trust in any Agreement and shall remain in full force and effect notwithstanding termination of the Services.
8.2 Save in the case of fraud, wilful misconduct or gross negligence, Law Trust will not be liable to any Entity or Client for any loss or damage of whatsoever nature including but not limited to any indirect or consequential loss or damage (whether foreseeable or in the contemplation of Law Trust or the Client) suffered by such Entity or Client arising out of or in connection with the Services, with the intent that any and all liability shall be excluded to the greatest extent permitted by law.
8.3 Law Trust will not be liable to any Entity or Client for any loss or damage of whatsoever nature including but not limited to any indirect or consequential loss or damage (whether foreseeable or in the contemplation of Law Trust or the Client) suffered by such Entity or Client arising out of or in connection with the termination of the Services.
8.4 Law Trust shall be indemnified by each of the Client and the Entity to the greatest extent permitted by law in respect of each Entity to which it provides Services against all liabilities and costs arising from any actions, proceedings, accounts, claims or demands brought or made against Law Trust. This indemnity shall continue in force notwithstanding the termination of the Services and shall continue as to a person who has ceased to be an Employee and shall inure to the benefit of the heirs, executors and administrators of such a person. To the extent necessary to give effect to this intention Law Trust shall hold the benefit of these indemnities in trust for such Employees.
8.5 Law Trust may in addition to the indemnity given by the Client and the Entity as aforesaid require that each Entity to which it provides Services shall purchase and pay for out of its own assets suitable professional and/or directors' and officers' and/or trustees' insurance cover and include Law Trust and/or their Employees under the terms of such policy.
8.6 In the event of any bank at which Law Trust shall hold or arrange to hold client monies on behalf of any Entity or Client, being subject to or undergoing any form of insolvency (such as désastre, liquidation, administration or other similar process) ("Insolvency"), Law Trust shall not be liable in any way to the Entity or the Client arising from the...
