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. None of MCWT, its employees, officers, directors and agents shall (a) be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or the transactions contemplated hereby, or (b) be responsible in any manner to the Board or any Member for any recital, statement, representation or warranty made by the Fund or any officer thereof, contained herein or in any commitment made by the Board to a Member, or in any certificate, report, statement or other document referred to or provided for in, or received by MCWT under or in connection with, this Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or for any failure of the Board to perform its obligations hereunder or under any commitment to a Member. All transfers are expressly limited to amounts available in the Fund and MCWT shall not be liable to any Member or the Board if amounts on deposit in the Fund are insufficient at any time to make the transfers directed by the Board. None of the provisions contained in this Agreement shall require MCWT to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights or powers. The Board shall defend, indemnify and hold harmless MCWT from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees) or disbursements of any kinds or nature which may be imposed on or incurred by MCWT as a result of any act or omission performed or omitted by MCWT in good faith on behalf of the Board and in a manner believed in good faith to be within the scope of the authority granted to it by this Agreement. This indemnity shall survive the termination of this Agreement.
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. (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. 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...
Indemnity; Limitation on Liability. Client shall use the facility solely for the purpose stated in this document and shall not assign the rights to use the facility to any other person without the prior written consent of LCAP management. Client is to use only the portion of the facility designated in this Agreement. There are multiple venues on the property which may be rented simultaneously. LCAP assumes no responsibility for damage or loss of any property of Client or others brought into the facility prior to, during or after the Client’s use. The Client is responsible for damage caused by the Client or the Client’s guests. Client hereby agrees to indemnify, defend and hold harmless The Licking County Aging Program, Inc. and their respective officials, officers, directors, agents, employees, successor and assigns from and against any and all claims, damages, expenses, costs (including, without limitation, reasonable attorneys’ fees) and liabilities (collectively, “Claims”) arising or alleged to arise from occasioned use of the facility. It is understood and agreed that should you and/or your attendees fail to adhere to all rules, policies and conform to the proper use of the building, LCAP management may, at their discretion, terminate this agreement and require the renting parties to vacate the building (during the event if necessary), forfeiting any and all fees and monies.
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:
