Indemnity; Limitation on Liability. The Company also covenants and agrees to indemnify the Warrant Agent for, and to hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) (“Losses”) that may be paid, incurred or suffered by it, or which it may become subject, other than such Losses arising in connection with the gross negligence, bad faith or willful misconduct on the part of the Warrant Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to be taken by the Warrant Agent arising from, directly or indirectly, the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company. The Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything in this Agreement to the contrary, the aggregate liability of the Warrant Agent under this Agreement will be limited to the amount of annual fees paid by the Company, but not including reimbursable expenses, to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought. Anything to the contrary notwithstanding, in no event will the Warrant Agent be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including, without limitation, lost profits), even if the Warrant Agent has been advised of the likelihood of or has foreseen the possibility of such loss or damages, and regardless of the form of action, subject to the provision of this section related to the Warrant Agent’s own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). The provisions under this Section 8 shall ...
Indemnity; Limitation on Liability. (a) BAMSI and Bank agree to indemnify each other against all claims, actions, suits, losses, damages and liabilities (including independent attorneys' fees, allocated costs for in-house legal services, attorneys' fees in all bankruptcy proceedings) relating to any contention that: (i) the acts of omissions of the indemnifying party constitute negligence or intentional misconduct; or (ii) the indemnifying party has violated any term of this Agreement or any provision of applicable Laws or Association Rules.
(b) BAMSI and Bank will not be liable for any consequential damages (such as loss of business or profits) or for any failure to perform due to causes beyond BAMSI's or Bank's control (such as earthquake or fires).
Indemnity; Limitation on Liability. Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party ("Indemnitee") from and against any and all claims, demands, liabilities, taxes, actions, judgments, damages, losses, penalties, fines, costs or expenses whatsoever (including reasonable attorney's fees, and, arising from any claim asserted by a third party, (including any incidental, special punitive, indirect, or consequential damages, lost profits, lost business information, and/or lost business opportunities even if Indemnitor has been advised of the same) (together “Losses”) arising directly or indirectly from or incurred by reason of any negligent, reckless or intentionally wrongful act of Indemnitor, or breach or threatened breach by Indemnitor of any express terms and conditions of this Agreement provisions, or any claim asserted by a third party arising from Indemnitor's act or omission, including (without limitation) Indemnitor’s operation of its own website(s) and privacy practices. GBTA and Affiliate will promptly notify each other upon receipt of any claim or legal action arising out of activities conducted pursuant to this Agreement. Section 5 shall survive indefinitely the Agreement’s termination.
Indemnity; Limitation on Liability. Each Borrower hereby agrees to indemnify and hold Escrow Agent and Lender Agent harmless from and against any and all claims, losses, and liabilities (including the reasonable fees and disbursements of its counsel and of any experts and agents) arising out of or resulting from any of the following events:
(a) any Borrower's failure to perform or otherwise observe any of the provisions hereof, or (b) enforcement of any of the provisions hereof by Escrow Agent or Lender Agent, or (c) any Borrower's gross negligence, willful misconduct or fraud. Moreover, neither Escrow Agent nor Lender Agent (nor any director, officer, employee or agent of either thereof) shall have any liability to any Borrower or to Lender Agent (whether sounding in tort, contract or otherwise) for any losses or costs suffered by any such Borrower or Lender Agent that is in any way related to the transactions under or the relationship established by this Agreement, or any course of conduct, course of dealing, statement (whether verbal or written), action or inaction occurring in connection herewith, except to the extent such losses result from its own gross negligence, willful misconduct or fraud. Moreover, any such liability shall be limited to actual, direct, foreseeable losses and shall not include any special, indirect, consequential, punitive or non-foreseeable damages.
Indemnity; Limitation on Liability. Section 8.4.2 of the Existing Warrant Agreement is hereby amended in its entirety as follows:
Indemnity; Limitation on Liability. (a) The Bank shall indemnify Computershare Trust Company, N.A., both in its individual capacity and in its capacities as Securities Administrator, Secured Party, Securities Intermediary, and any other capacity in which it acts under the Basic Documents and its directors, officers, employees and agents for any claim, loss, liability, damage, cost, fee or expense (including, without limitation, reasonable attorneys' fees and disbursements) incurred or expended without negligence, bad faith or willful misconduct on its or their part (as finally determined by a court of competent jurisdiction), arising directly out of, or directly in connection with (i) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves, or on behalf of the Bank, any dispute or legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Bank, this Agreement or the Notes, (ii) pursuing enforcement (including without limitation by means of any action, claim, or suit brought by Computershare Trust Company, N.A. for such purpose) of any indemnification or other obligation of the Bank (the indemnification afforded under this clause (ii) to include, without limitation, any legal fees, costs and expenses incurred by Computershare Trust Company, N.A. in connection therewith), or (iii) the performance of any or all of its or their duties and responsibilities or the exercise or lack of exercise of any or all of its or their powers, rights or privileges under this Agreement and any other Basic Document.
(b) The Securities Administrator shall not be liable for any action taken or omitted hereunder except for its own negligence, bad faith or willful misconduct or that of its officers or employees.
(c) The benefits of this Section 21 shall survive the termination or assignment of this Agreement and the resignation or removal of the Securities Administrator, and shall apply to the Securities Administrator in every capacity in which it acts under any Basic Document mutatis mutandis, including but not limited to the Secured Party and the Securities Intermediary.
Indemnity; Limitation on Liability. The Company shall indemnify and hold the Warrant Agent harmless from and against, and the Warrant Agent shall not be responsible for, any and all losses, claims, damages, costs, charges, penalties and related interest, counsel fees and expenses, payments, expenses and liability (collectively, “Losses”) arising out of or attributable to the Warrant Agent’s performance of its duties under this Agreement or this appointment, including the reasonable and documented out-of-pocket costs and expenses of defending itself against any Loss or enforcing this Agreement, except for any Losses as set forth in the following paragraph below. Notwithstanding anything to the contrary herein, any liability of Warrant Agent will be limited in the aggregate to the amounts paid hereunder by Company to Warrant Agent as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Agent is being sought. The Warrant Agent shall not be liable for any consequential, indirect, punitive, special or incidental damages of any kind whatsoever (including, without limitation, lost profits) even if the Warrant Agent has been advised of or has foreseen the possibility of such damages, and regardless of the form of action.”1 1 NTD: CPU cannot agree to the removed language (CPU does not indemnify clients in Warrant Agreements). This language was not agreed to in the Better Homes Assignment, their attorneys filed an incorrect version of the Assignment Agreement in EXXXX.
Indemnity; Limitation on Liability. (a) The Bank shall indemnify Computershare Trust Company, N.A., both in its individual capacity and in its capacity as Securities Administrator, and its directors, officers, employees and agents for any claim, loss, liability, damage, cost, fee or expense (including, without limitation, reasonable attorneys' fees and disbursements) incurred or expended without negligence, bad faith or willful misconduct on its or their part (as determined by a court of competent jurisdiction), arising directly out of, or directly in connection with (a) investigating, preparing for, defending itself or themselves against, or prosecuting for itself or themselves, or on behalf of the Bank, any dispute or legal proceeding, whether pending or threatened, that is related directly or indirectly in any way to the Bank, this Agreement or the Notes, (b) pursuing enforcement (including without limitation by means of any action, claim, or suit brought by Computershare Trust Company, N.A. for such purpose) of any indemnification or other obligation of the Bank (the indemnification afforded under this clause (b) to include, without limitation, any legal fees, costs and expenses incurred by Computershare Trust Company, N.A. in connection therewith), or (c) the performance of any or all of its or their duties and responsibilities or the exercise or lack of exercise of any or all of its or their powers, rights or privileges under this Agreement.
(b) The Securities Administrator shall not be liable for any action taken or omitted hereunder except for its own negligence, bad faith or willful misconduct or that of its officers or employees.
(c) The benefits of this Section 21 shall survive the termination or assignment of this Agreement and the resignation or removal of the Securities Administrator.
Indemnity; Limitation on Liability a. Indemnity of Salinas and MCOA. VBF and SIGO hereby indemnifies and holds Salinas and MCOA (along with its directors, officers, employees, agents, and shareholders) harmless from any liability, cost or expense (including reasonable attorneys’ fees) arising out of any claim asserted by a third party against MCOA or Salinas which claim is based on a breach by VBF, SIGO or Livacich of their obligations hereunder and/or the gross negligence or intentionally wrongful acts or omissions of VBF, SIGO or Livacich in the performance of their obligations and responsibilities under this Agreement, including, without limitation: (i) VBF, SIGO and Livacich’s use the Licensed Premises prior to the execution of this Agreement, or of VBF, SIGO and Livacich’s use of the equipment at the Licensed Premises prior to the execution of this Agreement; and, (ii) events or circumstances that transpired between VBF, SIGO and/or Livacich and thirdparties prior to the execution of this Agreement. If Xxxxxxx seeks indemnification from VBF, SIGO or Livacich, it shall give VBF, SIGO and/or Livacich notice of such claim, and VBF, SIGO or Livacich shall defend and settle such claim at their sole expense, provided that Salinas and MCOA shall cooperate in such defense, and further provided that Salinas and MCOA may elect to engage counsel to participate in such defense at its own expense.
Indemnity; Limitation on Liability. A. The Customer shall indemnify Contract Manufacturer against, and hold it harmless from, any loss, cost, liability and expense (including court costs and the reasonable fees of attorneys and other professionals) to the extent that such loss, cost, liability or expense (i) arises out of, any claim that any product or information owned by or supplied by Customer in the course of performance of this Agreement infringes, in whole or in part, any patent, trademark, copyright, or other intellectual property right, of any third party or (ii) occurs as a result of the Contract Manufacturer having followed the specifications, instructions or other information given by or on behalf of the Customer. After receipt of notice of any claim or proceeding where the Customer may be liable under such indemnification, Contract Manufacturer shall notify the Customer in writing in sufficient time to enable Customer to timely respond to the claim or proceeding. The Customer shall have the right, but not the obligation, to settle or defend any claim or proceeding, at the Customer's sole cost and expense. The Customer agrees that, if it exercises its right to settle or defend any such claim or proceeding, that Contract Manufacturer, at its sole cost and expense, has the right to retain its own counsel and participate in the defense of any such claim or proceeding and to assist in any settlement negotiations. Notwithstanding the foregoing, Customer shall have no liability for any claim of infringement arising as a result of the use of any product or information in a manner not specifically authorized by Customer or in the event that any product or information is modified without the Customer's express prior written consent.
B. The Contract Manufacturer shall indemnify Customer against and hold it harmless from, any loss, cost, liability and expense (including court costs and the reasonable fees of attorneys and other professionals) to the extent that such loss, cost, liability or expense arises out of, any claim that any manufacturing process or information owned by, supplied by, or utilized by Contract Manufacturer in the course of performance of this Agreement infringes, in whole or in part, any patent, trademark, copyright, or other intellectual property right, of any third party. After receipt of notice of any claim or proceeding where the Contract Manufacturer may be liable under such indemnification, Customer shall notify the Contract Manufacturer in writing in sufficient ti...
