Exculpatory Provision Sample Clauses

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. 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. 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. 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. 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. Borrower's obligations under this Financing Agreement are subject to the Exculpatory Provision contained in the Note.

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. The Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction Documents. Without limiting the generality of the foregoing, the Agent shall not be subject to any fiduciary or implied duties, regardless of whether an Event of Default has occurred and is continuing.

Exculpatory Provision. The Client agrees the Advisor's authority hereunder shall not be impaired because of the fact that Advisor may effect transactions with respect to securities for its own account or for the accounts of others that Advisor manages. These transactions may involve identical or similar securities that Advisor may execute at the same or different times. Except for negligence or malfeasance, or violation of fiduciary duty or applicable law, neither Advisor nor any of its officers, directors or employees shall be liable hereunder for any action performed or omitted to be performed or for any errors of judgement in managing the Account. The federal and state securities laws may impose liabilities under certain circumstances on persons who act in good faith; therefore, nothing herein shall in any way constitute a waiver or limitation of any rights that the undersigned may have under any federal and state securities laws. If any loss is suffered due to the acts or omissions of a custodian, broker, dealer or underwriter to which Advisor has given investment instructions pursuant to this authority, the undersigned will look to the custodian, broker, dealer or underwriter, and not to Advisor to make restitution.