Expenses Limitation of Liability Indemnity Etc Sample Clauses

Expenses Limitation of Liability Indemnity Etc. (a) The Borrowers shall jointly and severally pay (i) all reasonable out of pocket expenses incurred by each of the Administrative Agent and its Affiliates, including the reasonable fees, and documented disbursements of counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks or Approved Electronica Platform) of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated, and including without limitation costs and expenses incurred in connection with appraisals (provided that the Borrowers shall be liable for the cost of such appraisals only if such appraisals are required by applicable law or regulation or required by the Administrative Agent after the occurrence and during the continuance of an Event of Default or otherwise required hereunder or any other Loan Document), insurance reviews, field examinations (internal and external fees and charges, provided that, if no Event of Default has occurred and is continuing, the Borrowers shall not be liable for the costs and expenses of more than three floor plan field examinations in any Fiscal Year or more than one such collateral field examination in any Fiscal Year), appraisals (provided that, if no Event of Default has occurred and is continuing, the Borrowers shall not be liable for the cost of more than two equipment and inventory appraisals in any Fiscal Year or more than such real property appraisals determined to be legally necessary by the Administrative Agent), filing financing statements and continuations, and other actions to perfect, protect, and continue the Administrative Agent’s Liens; sums paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and costs and expenses of preserving and protecting the Collateral), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, or any Lender, including the fees, and documented disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the ...
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Expenses Limitation of Liability Indemnity Etc. (a) Each Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by each Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for each Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
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Expenses Limitation of Liability Indemnity Etc of the Credit Agreement, Borrower agrees to pay promptly on demand all reasonable and documented out-of-pocket expenses incurred by Lender in connection with the preparation, execution and delivery of this Amendment.
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Expenses Limitation of Liability Indemnity Etc. 69 SECTION 9.04 Successors and Assigns 71 SECTION 9.05 Survival 74 SECTION 9.06 Counterparts; Integration; Effectiveness; Electronic Execution 74 SECTION 9.07 Severability 75 SECTION 9.08 Right of Setoff 75
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Expenses Limitation of Liability Indemnity Etc f c \l “2” \* MERGEFORMAT AUTONF D3_TC.
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Expenses Limitation of Liability Indemnity Etc. 116 Section 10.04 Successors and Assigns 118 Section 10.05 Survival 122 Section 10.06 Counterparts; Integration; Effectiveness; Electronic Execution 122 Section 10.07 Severability 123 Section 10.08 Right of Setoff 124 Section 10.09 Governing Law; Jurisdiction; Consent to Service of Process 124 Section 10.10 Waiver of Jury Trial 125 Section 10.11 Headings 126 Section 10.12 Confidentiality 126 Section 10.13 Material Non-Public Information 126 Section 10.14 Interest Rate Limitation 127 Section 10.15 USA Patriot Act 127 Section 10.16 Hedging Agreements; Cash Management Agreements 127 Section 10.17 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 128 Section 10.18 No Fiduciary Duty, etc 128 Section 10.19 Currency Conversion; Judgment Currency 129 Section 10.20 Release of Guarantees 130 Section 10.21 Acknowledgement Regarding Any Supported QFCs 130 Table of Contents (continued) Page Schedules: Schedule 2.01 Global Commitments Schedule 2.05 Existing Letters of Credit Schedule 2.21 Sustainability Targets Schedule 3.14 Subsidiaries Schedule 5.14 Accounts Schedule 6.01 Existing Indebtedness Schedule 6.03 Existing Liens Schedule 6.09 Existing Investments Exhibits: Exhibit A Form of Assignment and Assumption Exhibit B-1 Form of Opinion of the Loan Parties’ Counsel Exhibit B-2 Form of Opinion of MOCL’s Counsel Exhibit C-1 U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-2 U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-4 U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D Compliance Certificate Exhibit E Form of Guaranty Agreement Exhibit F Form of Subordinated Intercompany Note CREDIT AGREEMENT dated as of November 17, 2022, among MURPHY OXX XXXPORATION, a Delaware corporation (the “Company”), MURPHY EXXXXXXTION & PRODUCTION COMPANY – INTERNATIONAL, a Delaware corporation (“Expro-Intl.”), MURPHY OXX XXXPANY LTD., a Canadian corporation (“MOCL”), the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., CAPITAL ONE, NATIONAL ASSOCIATION, MUFG BANK, LTD. AND THE BANK OF NOVA SCOTIA, HOUSTON BRANCH (“Scotiabank”), as Co-Syndication Agents, and Sumitomo Mitsui Banking Corporation, as Docu...
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Expenses Limitation of Liability Indemnity Etc of the Credit Agreement, Xxxxxxxx agrees to pay promptly on demand all reasonable and documented out- of-pocket expenses incurred by Xxxxxx in connection with the preparation, execution and delivery of this Amendment.
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Expenses Limitation of Liability Indemnity Etc. 104105 SECTION 9.04. Successors and Assigns 106107 SECTION 9.04. Successors and Assigns 106107 SECTION 9.05. Survival 109111
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Expenses Limitation of Liability Indemnity Etc 
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Related to Expenses Limitation of Liability Indemnity Etc

  • Limitation of Liability; Indemnification (a) None of the Property 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] 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.

  • Limitation of Liability; Indemnity IN NO EVENT SHALL TEG BE LIABLE TO THE EXHIBITOR OR TO ANY OTHER PARTY FOR SPECIAL, COLLATERAL, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER SUCH DAMAGES OCCUR EITHER PRIOR OR SUBSEQUENT TO, OR ARE ALLEGED AS A RESULT OF, TORTIOUS CONDUCT, FAILURE OF THE EQUIPMENT OR SERVICES OF TEG OR BREACH OF ANY OF THE PROVISIONS OF THIS CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING STRICT LIABILITY AND NEGLIGENCE, EVEN IF TEG HAS BEEN ADVISED OR HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE BUT ARE NOT LIMITED TO LOST PROFITS, LOSS OF USE, AND INTERRUPTION OF BUSINESS OR OTHER CONSEQUENTIAL OR INDIRECT ECONOMIC LOSSES. TEG’S LIABILITY SHALL BE LIMITED TO ANY LOSS OR DAMAGE WHICH RESULTS SOLELY FROM TEG’S NEGLIGENCE IN THE ACTUAL PHYSICAL HANDLING OF EXHIBITOR’S MATERIALS AND NOT FROM ANY OTHER TYPE OF LOSS OR DAMAGE. TEG’S MAXIMUM LIABILITY FOR ANY CAUSE SHALL BE LIMITED TO $0.50 PER POUND PER ARTICLE WITH A MAXIMUM LIABILITY OF $100.00 PER ITEM OR $1,500.00 PER SHIPMENT, WHICHEVER IS LESS. TEG SHALL NOT BE RESPONSIBLE FOR LOSS, THEFT, OR DISAPPEARANCE OF MATERIALS BEFORE THEY ARE PICKED UP FROM EXHIBITOR’S BOOTH OR FOR RELOADING AFTER THE SHOW. BILLS-OF-LADING COVERING OUTGOING SHIPMENTS, WHICH ARE FURNISHED TO TEG BY EXHIBITOR, WILL BE CHECKED AT THE TIME OF ACTUAL PICKUP FROM THE BOOTH AND CORRECTIONS MADE WHERE DISCREPANCIES OCCUR. ANY CLAIMS FOR LOSS, INJURY OR DAMAGE MUST BE SUBMITTED TO TEG WITHIN THIRTY (30) DAYS OF THE CLOSE OF THE SHOW IN WHICH THE LOSS, INJURY OR DAMAGE OCCURRED, OR SUCH CLAIMS SHALL BE WAIVED. NO SUIT OR ACTION FOR THE RECOVERY OF ANY CLAIMS ARISING OUT OF OR RELATED TO BODILY INJURY, DEATH, OR PROPERTY DAMAGE SHALL BE BROUGHT AGAINST TEG MORE THAN ONE YEAR AFTER THE ACCRUAL OF THE CAUSE OF ACTION. ANY INCIDENT OCCURRING AT SHOW SITE MUST BE BROUGHT TO THE ATTENTION OF TEG BEFORE THE CLOSE OF THE SHOW AND AN INCIDENT REPORT FILLED OUT, SHOULD EXHIBITOR FAIL TO FILL OUT AN INCIDENT REPORT AS REQUIRED, EXHIIBITOR WAIVES ANY CLAIMS FOR DAMAGE, INJURY, OR LOSS.

  • Liability Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • 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.

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