Indemnification; Limitation on Damages. A. Intermediary shall indemnify and hold harmless the Fund and Distributor and each of their directors, trustees, officers, employees, and each person, if any, who controls any of them within the meaning of the Securities Act of 1933, as amended, against any losses, claims, damages, liabilities or expenses (“Losses”) to which an indemnitee may become subject insofar as such Losses or actions in respect thereof arise out of or are based upon: (i) Intermediary’s gross negligence or willful misconduct in performing hereunder; (ii) any material failure by Intermediary to comply with any provision of this Agreement, the Prospectus, other applicable Fund documentation or applicable laws, rules and regulations; (iii) any material breach by Intermediary of a representation or warranty made in this Agreement; or (iv) any untrue statement or representation made by Intermediary with respect to the Fund or Shares other than statements contained in the Prospectus, advertisements, or supplemental material authorized by Distributor.
B. An indemnitor will reimburse an indemnitee for any legal or other expenses reasonably incurred, as incurred, by them in connection with investigating or defending any such Loss, claim or action. This indemnity provided in this Section XI will be in addition to any liability which an indemnitor may otherwise have.
C. If an indemnitee hereunder receives notice of the commencement of an action and wishes to seek indemnification hereunder, the indemnitee will notify the indemnitor of such commencement within ten (10) days after the summons or other first legal process has been served. The omission so to notify the indemnitor will not relieve it from any liability that it may have to any indemnitee otherwise than under this Section XI. If any such action is brought against any indemnitee and it properly notifies the indemnitor of such commencement, the indemnitor may assume the defense thereof with counsel reasonably satisfactory to the indemnitee, and the indemnitee(s) in such action entitled to indemnification hereunder may participate in the defense or preparation of the defense of any such action. If the indemnitor elects to assume the defense of any such action and retain counsel: (i) the indemnitee(s) shall bear the fees and expenses of any additional counsel retained by any of them; and (ii) the indemnitor shall not, without the prior written consent of the indemnitee(s), settle or compromise the liability of the indemnitee(s), or permit...
Indemnification; Limitation on Damages. (a) The Company shall indemnify and hold harmless TFM2, its Affiliates, and all of its and its Affiliates’ limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equityholders, affiliates and advisors (each such Person being an “Indemnified Party”) on demand from and against any and all losses, claims, demands, actions, causes of action, judgments, obligations, contracts, agreements, debts, costs, expenses, disbursements, damages and liabilities, whether known or unknown, contingent or otherwise, at common law, civil law and in equity, including in connection with seeking indemnification and, whether joint or several (the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of TFM2 pursuant to, and the performance by TFM2 (or any other Person permitted hereunder) of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, demand, suit, investigation or proceeding is initiated or brought by any member of the Company Group; provided, that no Indemnified Party shall be entitled to any indemnification pursuant to this Agreement with respect to any investment losses or other Liabilities that may be incurred by such party solely in its capacity as an investor (directly or indirectly) in the Company Group. The Company shall on demand reimburse any Indemnified Party for all costs, fees, disbursements and expenses (including attorneys’ fees and expenses and fees and expenses of any investigator or consultant) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, demand, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company shall not be liable under the foregoing indemnification provisions with respect to any Liability of an Indemnified Party to the extent that such is determined by a court of competent jurisdiction, in a final judgment from which no further appeal may be taken, to have resulted primarily from the fraud or willful misconduct of such Indemnified Party. The fees, expenses, cost...
Indemnification; Limitation on Damages. Sponsor shall indemnify, defend, and hold harmless DSDP and its directors, officers, employees and agents from and against any loss, liability, claims, damages, penalties, expenses, assessments, fees, fines, or other costs (including without limitation attorneys’ fees, expert witness fees, and costs of defense) they may suffer or incur as a result of or arising out of Sponsor’s acts or omissions, including without limitation: (a) Sponsor’s breach of the Agreement or this Addendum; (b) any representations, warranties, or information provided by Sponsor being false or misleading; (c) Sponsor’s misuse or unauthorized use of DSDP IP; and (d) the actual or alleged infringement or violation of any third party’s intellectual property rights or other proprietary rights as a result of DSDP’s use of the Sponsor IP as contemplated herein. Notwithstanding the foregoing, the parties agree that neither party shall be liable for, and in no event whatsoever shall damages or other award based on this Agreement or the performance or failure to perform any provision hereof include, any recovery for loss-of-profits, loss-of-business, special, indirect, consequential or punitive damages. The foregoing limitation shall not apply to the extent that any such damages are awarded to a third party in a claim and such claim is indemnifiable by a party hereto.
Indemnification; Limitation on Damages. 12.1 In addition to what is specified elsewhere in this Agreement, Smart Move shall indemnify and hold harmless Linpac and its officers, directors and employees, in full against all loss, liability, damages, costs and all expenses, including attorney fees and expert fees, arising directly or indirectly out of Smart Move’s use or sale of the Containers, including claims, actions or lawsuits alleging:
(a) personal injury, property damage or economic damage attributable to Smart Move, the materials it uses or the services it provides,
(b) any design, manufacturing or warning defect relating to the Container or any part thereof to the extent attributable to Smart Move,
(c) any violation by Smart Move of any of Smart Move’s warranties or Applicable Law,
(d) any act or omission of Smart Move or its employees or agents in taking delivery, using, selling or otherwise disposing of the Containers or any part thereof, including any injury, loss or damage to persons caused or contributed to by any of their negligence, or
(e) any other claims resulting from the acts or omissions of Smart Move or its employees or agents.
12.2 TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXCEPT FOR THE OBLIGATIONS OF EITHER PARTY TO INDEMNIFY THE OTHER FOR THIRD PARTY CLAIMS OR ANY REGULATORY ACTION, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY, ANY CUSTOMER, OR ANY OTHER THIRD PARTY FOR LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, BASED UPON A CLAIM OF ANY TYPE OR NATURE, INCLUDING BUT NOT LIMITED TO CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR STRICT LIABILITY, OR CLAIMS ARISING FROM THE TERMINATION OR EXPIRATION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE MAXIMUM LIABILITY OF Linpac TO SMART MOVE ARISING IN CONNECTION WITH THE PURCHASE OR USE OF ANY PRODUCT SOLD TO SMART MOVE HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE, SHALL IN NO CASE EXCEED THE AGGREGATE PRICE PAID BY SMART MOVE TO Linpac FOR PRODUCTS DURING THE TWELVE MONTH PERIOD PRECEDING SUCH CLAIM (NOT INCLUDING REIMBURSEMENT OF THE ENGINEERING COSTS).
Indemnification; Limitation on Damages. (a) Each Party shall indemnify and hold harmless the other Party, its subsidiaries and other affiliates, and their respective Representatives from and against all liabilities, losses, claims, costs, expenses (including reasonable attorneys’ fees) and damages arising out of or resulting from any willful misconduct or negligent act or omission of the indemnifying Party or its Representatives, any breach of this Agreement by the indemnifying Party, or any violation by the indemnifying Party and/or its Representatives of any local, state or federal law, rule or regulation applicable to the performance of the indemnifying Party’s obligations under this Agreement.
(b) Consultant shall not assert and hereby waives any claim or cause of action it may now have or hereafter acquire against Company and its affiliates on any theory of liability for any one or more of special, indirect, incidental, exemplary, consequential or punitive damages in connection with or as a result of this Agreement or the transactions contemplated hereby, it being the intention of the Parties and an inducement to Company to enter into this Agreement that Company may only be liable under this Agreement for actual and direct damages.
Indemnification; Limitation on Damages. (a) Each Party shall indemnify and hold harmless the other Party, its subsidiaries and other affiliates, and their respective Representatives from and against all liabilities, losses, claims, costs, expenses (including reasonable attorneys’ fees) and damages arising out of or resulting from any willful misconduct or negligent act or omission of the indemnifying Party or its Representatives, any breach of this Agreement by the indemnifying Party, or any violation by the indemnifying Party or its Representatives of any Law.
(b) In addition, Supplier shall indemnify and hold harmless Customer, its subsidiaries and other affiliates and their respective Representatives from and against all liabilities, losses, claims, costs, expenses (including reasonable attorneys’ fees) and damages arising out of or resulting from any failure by Supplier to pay any of the amounts required to be paid by or to any employee, subcontractor, or other person or entity providing services or materials in connection with Supplier’s provision of any Services hereunder.
(c) Neither Party may assert and each Party hereby waives any claim or cause of action it may now have or hereafter acquire against the other Party on any theory of liability for any one or more of special, indirect, incidental, exemplary, consequential or punitive damages in connection with or as a result of this Agreement or the transactions contemplated hereby.
Indemnification; Limitation on Damages. EPMI shall indemnify, defend and hold FRONTERA, and all of FRONTERA’s directors, employees, agents, affiliates and permitted assigns, harmless from and against all claims, losses, liabilities, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and disbursements) directly incurred in connection with or directly arising out of (i) any violation of applicable law, regulation or order by EPMI and (ii) any Transaction involving the sale or exchange of any Available Energy, Capacity and Ancillary Services by EPMI in connection with this Agreement. FRONTERA shall indemnify, defend and hold EPMI, and all of EPMI’s directors, employees, agents, affiliates and permitted assigns, harmless from and against all claims, losses, liabilities, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and disbursements) directly incurred in connection with or directly arising out of (i) any violation of a legal requirement by FRONTERA, (ii) any Transaction for the sale or exchange of Available Energy, Capacity and Ancillary Services by FRONTERA in connection with this Agreement; and (iii) any third party claims for personal injury or property damages arising from FRONTERA’s ownership or operation of the Facility except when such damages arise from the negligence of EPMI. FRONTERA shall indemnify and hold EPMI harmless from and against any liabilities incurred by EPMI as a result of FRONTERA’s failure to perform in accordance with this Agreement. Neither Party shall be required to indemnify the other Party for the gross negligence or willful misconduct of the other Party or such Party’s affiliates, directors, employees, agents or permitted assigns.
Indemnification; Limitation on Damages. Section 11.05 of the Stockholders’ Agreement shall apply to this Agreement, mutatis mutandis, as if such Stockholders’ Agreement were in full force and effect.
Indemnification; Limitation on Damages. The Borrower agrees to indemnify the Lender for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Lender in any way relating to or arising out of this Agreement or any other Loan Document or the transactions contemplated hereby, except to the extent such losses arise from the gross negligence or wilful misconduct of the Lender. Notwithstanding anything contained in the Agreement to the contrary, no claim may be made by the Borrower or Parent against the Lender for any lost profits or any special, indirect or consequential damages in respect of any breach or wrongful conduct (other than willful misconduct constituting actual fraud) in connection with, arising out of or in any way related to the transactions contemplated hereunder or under the other Loan Documents, or any act, omission or event occurring in connection herewith or therewith; and the Borrower and Parent hereby waive, release and agree not to xxx upon any such claim for any such damages.
Indemnification; Limitation on Damages
