Indemnification; No Consequential Damages Sample Clauses
The "Indemnification; No Consequential Damages" clause serves to allocate responsibility for certain losses and limit the types of damages that can be recovered between contracting parties. Under this clause, one party agrees to compensate the other for specific losses or claims arising from breaches, negligence, or other defined events, while both parties agree that neither will be liable for consequential damages such as lost profits or indirect losses. This arrangement ensures that each party bears responsibility for direct harm they cause, but protects them from unpredictable or disproportionate financial exposure, thereby promoting fairness and predictability in the contractual relationship.
Indemnification; No Consequential Damages. (a) The Borrower and each Co-Borrower shall indemnify the Lenders and their respective officers, directors, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and expenses (including fees, charges and disbursements of counsel) incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i) the execution, delivery or performance of any Transaction Document or any other agreement or instrument contemplated thereby or the consummation of the Transaction or any other transactions contemplated hereby, (ii) the Loans or the use of proceeds thereof, (iii) non-compliance with any law or regulation, including any environmental law or regulation, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided that such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction.
(b) To the maximum extent permitted by applicable law, the Borrower and each Co-Borrower shall not assert, and hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans or the use of the proceeds thereof.
Indemnification; No Consequential Damages. (a) Con ▇▇▇▇▇▇ will indemnify and hold harmless Generator and its Affiliates and their respective directors, officers, employees, agents and representatives (collectively with Generator and its Affiliates, the “Generator Indemnitees”) from and against any claims, causes of action, demands, or suits by any person, and all losses, liabilities, damages, obligations, payments (including amounts paid in settlement in accordance with this Section 5.15), judgments, orders, decrees, rulings, liens, charges, costs and expenses (including reasonable legal fees and expenses and including costs and expenses incurred in connection with investigations and settlement proceedings) (each, an “Indemnifiable Loss”), as incurred, asserted against or suffered by any Generator Indemnitee relating to, resulting from or arising out of any breach by Con ▇▇▇▇▇▇ of any covenant or agreement of Con Edison contained in this Agreement.
(b) Generator will indemnify and hold harmless Con Edison and its Affiliates and their respective directors, officers, trustees, employees, agents and representatives (collectively with Con Edison and its Affiliates, the “Con Edison Indemnitees”) from and against any Indemnifiable Losses, as incurred, asserted against or suffered by any Con Edison Indemnitee relating to, resulting from or arising out of any breach by Generator of any covenant or agreement of Generator contained in this Agreement. Generator waives all claims against Con ▇▇▇▇▇▇ relating to any Indemnifiable Losses caused by any delay in the completion of the Substation Modifications or installation of the Generator Assets within the Substation, except where such delay results from Con ▇▇▇▇▇▇’s failure to use reasonable efforts to complete the modifications or installation promptly.
(c) The amount of any Indemnifiable Loss shall be reduced to the extent that the relevant Generator Indemnitee or Con Edison Indemnitee (each, an “Indemnitee”) receives any insurance proceeds with respect to an Indemnifiable Loss and shall be (i) increased to take account of any Tax Cost incurred by the Indemnitee arising from the receipt of indemnity payments hereunder (grossed up for such increase) and (ii) reduced to take account of any Tax Benefit realized by the Indemnitee arising from the incurrence or payment of any such Indemnifiable Loss. If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwi...
Indemnification; No Consequential Damages does not violate any duty owed to the Borrower and each Co-Borrower under this Agreement or under any such other agreement.
Indemnification; No Consequential Damages. (other than payments pursuant to Section 2.09 (Increased Costs) and/or Section 2.12 (Taxes)) in excess of its Ratable Portion of all payments obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in their Loans or other obligations as shall be necessary to cause such Purchasing Lender to share the excess payment ratably with each of them.
Indemnification; No Consequential Damages. 6.1 To the extent allowed by law, Recipient shall defend, indemnify and hold harmless Duke and its directors, officers, employees, agents, representatives, and subsidiary and affiliated companies and their directors, officers, employees, agents and representatives, from and against all claims, demands, losses, damages, penalties, fines, liabilities, obligations, and attorneys’ and other professionals’ fees and expenses arising out of or relating to any negligent or wrongful act or omission of Recipient or its employees, contractors and agents in connection with the Purpose or Recipient’s receipt of funds hereunder, including without limitation any claim arising out of Recipient’s failure to comply with applicable laws, rules, regulations, orders or ordinances.
6.2 In no event shall either Party be liable hereunder for any consequential, special, incidental or indirect damages, except to the extent the indemnifications in this Agreement may be construed to constitute those damages. In no event shall either Party’s liability hereunder exceed the ▇▇▇▇▇ ▇▇▇▇▇▇.
Indemnification; No Consequential Damages. 4R, its officers, manager, members, directors, agents, employees and Affiliates shall not be liable to the Partnerships, the General Partner, or Limited Partners for claims demands, damages, losses, liabilities, costs or expenses (including, without limitation, reasonable attorneys’ fees and other costs and expenses incident to any suit, proceeding or investigation of any claim) arising out of the rendering of the Services by 4R hereunder except that 4R shall be liable for willful misconduct in the rendering of the Services. 4R shall be indemnified by and reimbursed by the Partnership to the same extent as the Partnerships are obligated to indemnify and reimburse the General Partner pursuant to the Partnership Agreements. Under no circumstances shall 4R be liable for any consequential, speculative, indirect, special, exemplary or punitive damages, or for lost profits or lost business revenues.
Indemnification; No Consequential Damages. 11.1 Except as otherwise provided below, Carrier shall protect, defend, hold harmless and indemnify CMM and/or any CMM Customer and their respective directors, officers, employees, and agents (hereinafter collectively referred to as “Indemnitee”) from and against:
(a) Any and all claims made against any Indemnitee by or on behalf of Carrier’s employees, agents or subcontractors for wages or salary, as well as any other compensation or payments, including overtime resulting or claimed to have resulted, in whole or in part, from services provided to Carrier by any of Carrier’s agents or contractors hereunder; and/or,
(b) Any and all penalties for fines of any nature and character (except those penalties or fines which are caused solely by CMM’s Customers) which may be sought to be enforced against an Indemnitee by reason of an alleged violation by Carrier, as well as Carrier’s agents or contractor, of any federal, state, or municipal law, rule or regulation related to Carrier’s transportation services; and/or,
(c) All claims, demands, actions or causes of action which may at any time be brought against any Indemnitee because of death or injury to persons, including Carrier’s employees, agents or contractors, or damage to property (except with respect to cargo loss or damage under Section 9 hereof) which may arise from or in connection with: (1) the maintenance, use or operation (including loading and unloading by Carrier, Carrier’s agents or contractors or any motor vehicle or allied equipment in performance of services under this Agreement; and/or, (2) any and all acts or omissions of Carrier, its agents, employees or contractors in providing the transportation services to be provided under this Agreement; and/or,
(d) Any and all other claims made by or on behalf of a CMM Customer against any other Indemnitee, if such claim arises from the transportation services provided by Carrier, Carrier’s agents or contractors under this Agreement.
(e) Any obligation to indemnity hereunder shall include any and all costs, expenses and reasonable attorneys’ fees incurred or payable by any Indemnitee in settling such claims or penalties or fines or in investigating or defending against same.
(f) Notwithstanding any provision in this Agreement stating or implying to the contrary, Carrier shall not be obligated to indemnify or hold harmless any Indemnitee hereunder to the extent that any such penalty, fine, claim, action, and/or cause of action contemplated by this Section...
Indemnification; No Consequential Damages. The Borrower shall indemnify the Indemnified Persons named in Section 8.03 (Indemnity) of the Common Terms Agreement pursuant to the provisions thereof, which mutatis mutandis apply in its entirety to this Agreement.
Indemnification; No Consequential Damages