Liabilities; Indemnification. (a) Bank shall have no responsibility or liability for (i) any breach of any obligation by any Borrower under or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever incurred by any person as a result or in connection with a sale failure that has resulted from a failure to recall Securities on Loan in time for settlement.
(b) Lender expressly acknowledges and agrees that Lender’s obligation to indemnify the Bank as set out in sections 3.1, 6.1 and 7.1(c) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to any Liabilities that may be imposed on, incurred by or asserted against any of the Bank and/or any X.X. Xxxxxx Indemnitees in connection with, or arising out of the provision of the Services under this Rider and/or any instruction(s), act(s) and/or omission(s) of Lender and/or Agent. Bank expressly acknowledges and agrees that Bank’s obligation to exercise reasonable care, prudence and diligence in carrying out all its duties and obligations as set out in section 7.1(a) of the Custody Agreement shall remain in full force and effect and apply, mutatis mutandis, to the Services provided by Bank under this Rider.
(c) Under no circumstances will Bank be liable to Agent or Lender for any lost profits (whether direct or indirect) or any indirect, incidental, consequential or special damages of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to Bank’s performance under this Rider.
(d) In order to satisfy any Liabilities of Lender to Bank arising under or in connection with this Rider and without prejudice to Bank’s rights under Applicable Law, Lender expressly acknowledges and agrees that the Bank’s rights under section 4.3 (“Bank’s Right Over Securities; Set-off”) of the Custody Agreement shall remain in full force and effect and apply mutatis mutandis to the satisfaction and recovery by Bank of any Liabilities and/or any other amounts owed to Bank arising out of or in connection with this Rider.
Liabilities; Indemnification. (a) Subject to Section 6.02(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Person”), will be indemnified and held harmless by the Company to the fullest extent permitted by law against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person is or may be a party thereto, including interest on any of the foregoing (collectively, “Damages”) arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of the express provisions hereof by the Indemnified Parties. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants.
(b) The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, in and of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Person’s conduct was unlawful. Entry of a judgment by consent as part of a settlement will not be deemed a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any othe...
Liabilities; Indemnification. 6.01 The Bank shall not be responsible for, and the Fund shall indemnifies and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct.
(b) The Fund's lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are received by the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Fund or any other person or firm on behalf of the Fund including but not limited to any previous transfer agent registrar.
(d) The reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests of the Fund.
(e) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.
6.02 The Bank shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Bank as a result of the Bank's lack of good faith, negligence or willful misconduct.
6.03 At any time the Bank may apply to any officer of the Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Bank under this Agreement, and the Bank and its agents or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Bank, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or person...
Liabilities; Indemnification. (a) THE GENERAL PARTNER AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE PARTNERSHIP OR THE PARTNERS FOR ANY LOSS OR DAMAGE INCURRED BY THE PARTNERSHIP OR ANY PARTNER BY REASON OF ANY ACT OR OMISSION (WHETHER NEGLIGENT OR NOT) PERFORMED OR OMITTED BY THE GENERAL PARTNER OR ITS AFFILIATES IN GOOD FAITH AND IN A MANNER REASONABLY BELIEVED BY THE GENERAL PARTNER TO BE WITHIN THE SCOPE OF THE AUTHORITY GRANTED TO THE GENERAL PARTNER BY THIS AGREEMENT. THE PARTNERSHIP SHALL INDEMNIFY AND SAVE HARMLESS THE GENERAL PARTNER AND ITS AFFILIATES TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY THE ACT.
(b) Legal expenses and other costs incurred by the General Partner and its Affiliates shall be reimbursed on a monthly basis by the Partnership in advance of the final disposition of claims for which the General Partner or its Affiliates may be entitled to be indemnified or held harmless, provided that each person to whom reimbursement is to be made undertakes to repay funds so advanced if it is later determined by final, non-appealable judgment of a court of competent jurisdiction that such person is not entitled to be indemnified or held harmless by the Partnership. The right of the General Partner and its Affiliates to be indemnified and held harmless shall continue after the General Partner ceases to be a Partner. All rights of the General Partner and its Affiliates under this Section 4.5 shall inure to their respective successors and assigns.
Liabilities; Indemnification. 13
(a) No Member or Manager of the Company, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether such liability or obligation arises in contract, tort or otherwise, solely by reason of being a Member or Manager of the Company or any combination of the foregoing.
(b) The Company shall indemnify, defend and hold harmless each Member and Manager, and their respective directors, officers, employees, agents and attorneys from and against any and all third party losses, claims, damages and liabilities arising out of or relating to
(i) the Company or the Operations, including without limitation Environmental Liabilities and Continuing Obligations,14 (ii) any Properties assigned to a Member as an objecting Member 12 The second sentence of Section 4.8 was inserted to restrict duties to those set forth in the Modest Form consistent with DLLCA § 18-1101(a). See Modest Form Paper, § 13.05[1]. 13 This new Section 4.9 and the revisions to Section 6.6 constitute a proposal to reconcile various perceived inconsistencies regarding the complex allocation of risk scheme in Form 5, Form 5A and Form 5A LLC. See Modest Form Paper, § 13.05[2]-[3]. 14 The definitions “Environmental Liabilities,” “Environmental Laws” and “Continuing Obligations” are not present in Form 5, but instead are incorporated from Form 5A and Form 5A LLC. The Modest Form does not, pursuant to Section 14.1, but only to the extent arising out of or relating to Operations, including without limitation Environmental Liabilities and Continuing Obligations, conducted prior to the date of such assignment, and (iii) any reimbursements by one Member to the other Member or Manager of any of the foregoing pursuant to Section 6.6, except in any case of clauses
(i) through (iii) above to the extent such losses, claims, damages or liabilities arise out of or result from any conduct described in any of clauses (i) through (iii) of Section 4.9(c) below. In all cases of this Section 4.9(b) and without limiting Section 6.6, indemnification shall be provided only out of and to the extent of the net assets of the Company and no Member shall have any personal liability whatsoever on account thereof. Notwithstanding the foregoing, the Company’s indemnification pursuant to this Section 4.9(b) as to third party claims shall be only with respect to such loss, liability or damage that is not otherwise comp...
Liabilities; Indemnification. (a) No Member or Manager of the Company, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether such liability or obligation arises in contract, tort or otherwise, solely by reason of being a Member or Manager of the Company or any combination of the foregoing.
(b) The Company shall indemnify, defend and hold harmless each Member (including in such Member’s capacity as the Manager), and their respective Representatives, directors, officers, employees, agents and attorneys, from and against any and all third party losses, claims, damages and liabilities arising out of or relating to (i) the Company or the Operations, including Environmental Liabilities and Continuing Obligations, and (ii) any reimbursement by one Member to the other Member of any losses, claims, damages and liabilities pursuant to Section 5.5, except in each case of clause (i) and (ii) to the extent such losses, claims, damages or liabilities (A) arise out of or result from any breach by such Member of any covenant contained in this Agreement (or any action or omission by the Manager in connection with its management of the Company) that constitutes fraud, willful misconduct or gross negligence or (B) constitute Losses (as such term is defined in the Contribution Agreement) that give rise to a claim for indemnification under Article V of the Contribution Agreement, which indemnification provisions under such Article V of the Contribution Agreement shall be the sole and exclusive remedy with respect to any such Losses. In all cases of this Section 3.8(b), indemnification shall be provided only out of and to the extent of the net assets of the Company and no Member shall have any personal liability whatsoever on account thereof. Notwithstanding the foregoing provisions of this Section 3.8(b), the Company’s indemnification pursuant to this Section 3.8(b) as to third party claims shall be only with respect to such loss, liability or damage that is not otherwise compensated by insurance carried for the benefit of the Company.
(c) To the extent that the Company and/or any of its employees participates in any employee benefit plan sponsored by a Member or an Affiliate of a Member, (i) such Member shall indemnify, defend and hold harmless the Company from and against all losses, claims, damages and liabilities arising out of or relating to any non-Company employees under any...
Liabilities; Indemnification. 8.1. The Producer agrees to hold harmless CEB for any damages to equipment as a result of any failure or malfunction thereof. CEB shall not be liable, indirectly or directly for permitting or continuing to allow the interconnection of the facility or for the acts or misuse or omissions of the Consumer or the failure or malfunction of any Consumer-owned equipment that causes loss or injury, including death, to any party. Whenever any liabilities are incurred by either or both the parties for damages caused by injuries to either party (or their employees or agents) or the property of either party then the liabilities for such damages between the parities will be as follows;
8.1.1. Each party will be liable for all damages because of injuries to persons or property caused solely by its negligence or solely by its failure to comply with thisagreement.
8.1.2. Each party will be liable for all damages to its own property that are caused by the concurrent negligence of both parties, or that are due to causes that cannot be traced to the sole negligence of the other party, to the extent of its negligence therefore.
8.1.3. Each party will be liable for all damages due to injuries to itself or its own employees or agents that are caused by the concurrent negligence of both parties, or that are due to causes that cannot be traced to the sole negligence of either party provided that in no event will a party be liable for damages because of injuries to itself or its own employees and agents in any amount in excess of applicable workmen’s compensation insurance and provided further that this agreement will in no way impair the right of the injured party or its employee or agent to that extent that a third party negligence proximately caused injuries or damages to party or its employee or agent.
0.0.0. Xx the event of claims brought to recover damages because of injuries to persons not employees of either party and because of injuries to property not belonging to either party that are alleged to be caused by the concurrent negligence or both parties or are alleged to be due to causes that cannot be traced to the sole negligence of either party, the parties agree no right of indemnification will exist, so that in all such claims, the issues of liabilities will be determined as a matter of contribution and not as a matter of indemnity.
8.1.5. Neither party will have any liability whatsoever for any special, indirect, consequential or punitive damages. CEYLON ELECTRICITY BO...
Liabilities; Indemnification. 10.1 Neither party shall be responsible to the other party for any damage or loss of any nature (including injury to or death of persons) sustained by such other party arising out of negligence, strict liability or any other cause of action in connection with or related to, or arising out or a) the performance by the first party of its obligations under this Agreement or b) the exercise by the first party of rights pursuant to this Agreement. Neither party shall be responsible to the other for Third Party claims brought against the other party arising out of negligence, strict liability or any other cause of action in connection with or related to, or arising out of a) the performance by either party of its duties under this Agreement or b) the exercise by either party of rights pursuant to this Agreement. Each party shall during the term of this Agreement and at any time thereafter keep the other party fully indemnified against any claim, demand, action, or proceeding arising out of negligence, strict liability or any other cause of action brought against such other party by any Third Party if any such claim, demand, action, or proceeding is brought in connection with, relates to, or arises out of a) the performance by the first party of its obligations under this Agreement or b) the exercise by the first party of rights pursuant to this Agreement.
10.2 The provisions of this Article 10 shall apply to the Affiliates, Associates, licensees, sublicensees, and subcontractors of the parties to whom the party concerned has assigned or transferred rights or delegated or contracted the performance of obligations under this Agreement.
Liabilities; Indemnification. 7 Article 7 Standard of Care..................................................9 Article 8 Covenants of the Fund and the Bank................................9
Liabilities; Indemnification. A. The parties agree that all claims presented to Buyer by customers on account of services performed by Seller prior to the date hereof shall be referred to Seller for settlement; Seller shall be responsible and pay for any settlement therefor.
B. Buyer shall not assume any liabilities of any nature or any kind whatsoever.
C. Seller shall indemnify, defend and hold Buyer and its affiliates harmless from (a) all liabilities of Seller not expressly assumed by Buyer hereunder, including any claims made by the other shareholders of Seller and (b) any and all losses, damages, charges, claims, expense, liabilities, indebtedness or obligations, including, without limitation, attorneys' fees and court costs, as a result of any breach by Seller of any of the representations made in or obligations assumed under this Agreement or in any of the transactions contemplated hereunder.
