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. 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.
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 MOU expressly acknowledge and agree that, anything herein to the contrary notwithstanding, no offer, director, employee, agent, or officials (elected or appointed) of any party hereto shall have any personal liability or obligation arising out of this MOU, and no party hereto shall make any claims to the contrary.
Exculpatory Provision. 12 SECTION 24. Counterparts .................................................. 13 SECTION 25.
Exculpatory Provision. Borrower's obligations under this Financing Agreement are subject to the Exculpatory Provision contained in the Note.
Exculpatory Provision. Except as otherwise provided herein, no Member or Manager, and none of their respective affiliates, employees, officers, directors, shareholders, partners, members, and managers, and their respective successors, executors, administrators or personal representatives (each, an "Indemnified Person") shall be liable, responsible or accountable to the Company or any Member for any expenses, damages, losses or liabilities sustained by any Member or the Company other than such expenses, damages, losses or liabilities which are the result of such Indemnified Person not acting in good faith, or are the result of fraud, willful misconduct or gross negligence of or by such Indemnified Person. In the event the Company or any Indemnified Person is made a party to any litigation or otherwise incurs any loss, liability, damage, cost or expense (including reasonable attorneys' fees) as a result of or in connection with (i) any Member's personal obligations or liabilities unrelated to Company business, or (ii) any Member not acting in good faith relating to, or any Member's fraud, gross negligence or willful misconduct relating to Company business, such Member shall indemnify and reimburse the Company and/or Indemnified Persons, as the case may be, for all such loss and expense incurred, including reasonable attorneys' fees, and the interest of such Member in the Company may be charged therefor. Except with respect to the foregoing, no Member shall be liable for the debts, liabilities, contracts or any other obligations of the Company beyond that Member's Capital Contribution. No Member shall have any personal liability for the repayment of the Capital Contribution of any other Member. Any obligation of a Member to return or repay funds to the Company hereunder or under the Act shall be the obligation of such Member and not of the remaining Members.
