GROSS NEGLIGENCE; WILLFUL MISCONDUCT. As provided by Law, nothing herein shall be intended to limit a party’s liability in an action in tort, separate and distinct from a cause of action for breach of this Agreement, for the party’s gross negligence or willful misconduct.
GROSS NEGLIGENCE; WILLFUL MISCONDUCT. Notwithstanding anything in this Agreement to the contrary, the Operating Partnership shall have no obligation under this Agreement to indemnify or hold harmless any Contributor from (i) any Losses arising as a direct result of such Contributor's breach of this Agreement, gross negligence, willful misconduct or fraud or (ii) any Losses arising as a result of the operation of the business to be conducted by the Operating Partnership or the ownership and operation of the Properties, outside of the ordinary course of Contributors' business prior to the Closing Date.
GROSS NEGLIGENCE; WILLFUL MISCONDUCT. To indemnify or advance Expenses to Indemnitee on account of Indemnitee’s conduct which is finally adjudged to have been fraudulent or deliberately dishonest, grossly negligent or to constitute willful misconduct.
GROSS NEGLIGENCE; WILLFUL MISCONDUCT. Notwithstanding anything in this Agreement to the contrary, the Operating Partnership shall have no obligation under this Agreement to indemnify or hold harmless any Contributor from (i) any Losses arising as a direct result of such Contributor’s breach of this Agreement, gross negligence, willful misconduct or fraud or (ii) any Losses arising as a result of the operation of the business to be conducted by the Operating Partnership or the ownership and operation of the Properties, outside of the ordinary course of Contributors’ business prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, no Contributor shall have any obligation under this Agreement to indemnify or hold harmless the Operating Partnership from (i) any Losses arising as a direct result of the Operating Partnership’s breach of this Agreement, gross negligence, willful misconduct or fraud or (ii) any Losses arising as a result of the operation of the business to be conducted by the Operating Partnership or the ownership and operation of the Properties after the Closing Date.
GROSS NEGLIGENCE; WILLFUL MISCONDUCT. As provided by Law, nothing in this Agreement is intended or may be construed to limit a party’s liability in an action in tort (separate and distinct from a cause of action for a breach of this the Partner Code of Conduct on a going forward and non-discriminatory basis, in Xxxxx’s sole discretion. If Partner does not agree to an amendment, its recourse will be to terminate this Agreement in accordance with Section 3.2 (Termination for Convenience).
GROSS NEGLIGENCE; WILLFUL MISCONDUCT. AS PROVIDED BY LAW, NOTHING HEREIN SHALL BE INTENDED TO LIMIT A PARTY’S LIABILITY IN AN ACTION IN TORT (SEPARATE AND DISTINCT FROM A CAUSE OF ACTION FOR BREACH OF THIS AGREEMENT) FOR THE PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
GROSS NEGLIGENCE; WILLFUL MISCONDUCT. Notwithstanding anything in ------------------------------------ this Agreement to the contrary, BPLP shall have no obligation under this Agreement to indemnify or hold harmless Xxxxxxxxx or Xxxxx from (i) any Losses arising as a direct result of his gross negligence or willful misconduct or (ii) any Losses arising as a result of the operation of the Business or the ownership and operation of the Properties, in each case out of the ordinary course of business and prior to the IPO Closing Date.
GROSS NEGLIGENCE; WILLFUL MISCONDUCT. AS PROVIDED BY LAW, NOTHING HEREIN SHALL BE INTENDED TO LIMIT A PARTY’S LIABILITY IN AN ACTION IN TORT (SEPARATE AND DISTINCT FROM A CAUSE OF ACTION FOR BREACH OF THIS AGREEMENT) FOR THE PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
