Indemnification Limits on Liability Sample Clauses
The "Indemnification; Limits on Liability" clause defines the responsibilities of each party to compensate the other for certain losses or damages, while also setting boundaries on the extent of that responsibility. Typically, this clause requires one party to cover costs, claims, or damages arising from specific actions, such as breaches of contract or third-party claims, but also establishes caps on the total amount recoverable or excludes certain types of damages like indirect or consequential losses. Its core function is to allocate risk between the parties in a fair and predictable manner, ensuring that liability is managed and that neither party faces unlimited exposure.
Indemnification Limits on Liability. 13.1. You shall defend, indemnify and hold harmless Pilot and our affiliates, and our and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (i) bodily injury, death of any person or damage to real or tangible, personal property resulting from your acts or omissions; and (ii) your breach of any representation, warranty or obligation under this Agreement.
Indemnification Limits on Liability. Without duplication of amounts reimbursed to a Member pursuant to Section 5.3 hereof, the Company shall and does hereby, to the fullest extent permitted by law, indemnify and hold harmless each Member (including the Managing Member), Independent Manager and Special Member, their respective successors and assigns, from and against any and all losses, liabilities, obligations, claims, causes of action, demands, costs and expenses including reasonable attorneys' fees), incurred by such party with respect to any act or omission performed by such party within the scope of the authority conferred upon it by this Agreement, except for acts or omissions that constitute fraud, willful misconduct, gross negligence or a material breach of this Agreement. Except for acts that constitute fraud, willful misconduct, gross negligence, or a material breach of this Agreement, no Member, Independent Manager or Special Member shall be liable to the Company or to another Member (and the interest of each Member in the Company, and in its property and assets, shall be free of any claims by the Company or a Member) by reason of any act performed for or on behalf of the Company, or in furtherance of the Company business, or by reason of any omission. Any indemnity under this Section 5.6 shall be provided out of and the extent of Company assets only, and no Member shall have any personal liability on account thereof. The indemnity and the limit on liability provided in this Section 5.6 shall survive the dissolution and termination of the Company and the termination of this Agreement. Notwithstanding anything to the contrary herein or in any other document governing the formation, management or operation of the Company, so long as the Mortgage Loan is Outstanding, any indemnification by the Company of the Members, including a Special Member, an affiliate of a Member, or an Independent Manager, shall be fully subordinate to any obligations respecting the Mortgage Loan and to the fullest extent permitted by law, shall not constitute a claim against the Company in the event that the cash flow of the Company after payment of all obligations then due under the Mortgage Loan is insufficient to pay such indemnity obligations.
11. Article V of the Original Operating Agreement is hereby amended by inserting the following Section 5.11 at the end thereof:
Indemnification Limits on Liability