Liability Indemnification. Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.
Liability Indemnification. (a) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, none of the Sub-Advisor Parties shall be liable, responsible or accountable in damages or otherwise to the Fund, the Advisor, or any of their respective affiliates, principals, managers, members, officers, directors, employees, equity holders, agents or other applicable representatives or any of their respective successors, assignees or transferees (collectively, the “Fund and its Related Persons”) or to third parties under this Agreement for any act or omission performed or omitted by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, except when such action or inaction is found to have been the result of such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10(a) shall not be construed so as to relieve (or attempt to relieve) the Sub-Advisor of any liability to the extent that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 10(a) to the fullest extent permitted by law.
(b) Except as may otherwise be provided by the Investment Company Act or any other Applicable law, the Fund shall indemnify, defend and hold harmless each Sub-Advisor Party from and against any and all losses, claims, damages, obligations, penalties, actions, suits, judgments, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees, as well as other costs and expenses incurred in connection with the defense of any actual or threatened action or proceeding) and amounts paid in settlement of any claims (collectively, “Losses”) suffered or sustained by such Sub-Advisor Party as a result of or in connection with any act or omission by such Sub-Advisor Party under this Agreement or otherwise on behalf of the Fund, and such Losses were not found to have been the result of (i) such Sub-Advisor Party’s fraud, gross negligence or willful misconduct in the performance or non-performance of its duties to the Fund or the Sub-Advisor’s breach of this Agreement or (ii) any untrue statement of a material fact contained in any registration statement, proxy materials, reports, advertisements, sales literature, or other ...
Liability Indemnification. Neither ICCC nor any of its officers, directors or employees shall be liable for any error of judgment or for any loss suffered by each of the Funds in connection with the matters to which this Agreement, including the Appendices hereto, relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its or their part in the performance of, or from reckless disregard by it or them of, its or their obligations and duties under this Agreement. Each of the Funds agree to indemnify and hold harmless ICCC and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the 1933 Act, the 1934 Act, the 1940 Act, and any state and foreign securities and blue sky laws, all as currently in existence or as amended from time to time) and expenses, including (without limitation) attorneys' fees and disbursements, arising directly or indirectly from any action or thing which ICCC takes or does or omits to take or do at the request or on the direction of or in reliance on the advice of each of the Funds or their outside counsel; provided, that neither ICCC nor any of its nominees shall be indemnified against any liability to each of the Funds or to its shareholders (or any expenses incident to such liability) arising out of ICCC's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties and obligations under this Agreement. Notwithstanding anything else in this Agreement or any Appendix hereto to the contrary, ICCC shall have no liability to each of the Funds for any consequential, special or indirect losses or damages which each of the Funds may incur or suffer as a consequence of ICCC's performance of the services provided in this Agreement or any Appendix hereto.
Liability Indemnification. Owner will not be liable to Resident or Resident’s guest(s) for injury, damage, or loss to person or property caused by, arising from, or associated with the criminal conduct of Resident or other persons, including, without limitation, theft, burglary, assault, vandalism, or other crimes, or Resident’s personal conflict with Roommates. Owner has no duty to remove ice, sleet, or snow, but may do so in whole or in part, with or without notice. EXCEPT FOR OWNER’S LIABILITY ARISING UNDER APPLICABLE LAW, RESIDENT AND RESIDENT’S REPRESENTATIVES, HEIRS, ASSIGNS, AND SUCCESSORS RELEASE OWNER AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS THEREOF (HEREINAFTER THE “RELEASED PARTIES”) FROM ANY AND ALL CLAIMS AND/OR DAMAGES AND AGREES TO INDEMNIFY THE RELEASED PARTIES AGAINST ALL LOSSES INCURRED AS A RESULT OF: (A) LOSS OR THEFT OF RESIDENT OR RESIDENT’S GUESTS PERSONAL PROPERTY; (B) RESIDENT’S FAILURE TO FULFILL ANY CONDITION OF THIS LEASE CONTRACT; (C) ANY AND ALL LIABILITY FOR INJURY OR LOSS RELATING TO RESIDENT’S USE AND OCCUPANCY OF THE PREMISES OR COMMUNITY; (D) ANY DAMAGE OR INJURY HAPPENING IN OR ABOUT THE PREMISES OR COMMUNITY TO RESIDENT’S GUEST(S), LICENSEE(S), INVITEE(S), OR SUCH PERSON’S PROPERTY; AND (E) RESIDENT’S FAILURE TO COMPLY WITH ANY APPLICABLE LAWS, RULES OR REGULATIONS. RESIDENT AND GUESTS ASSUME ANY AND ALL RISKS IN CONNECTION WITH USE OF THE UNIT, THE COMMUNITY, AND THE RECREATIONAL FACILITIES OR OTHER AMENITIES, IT BEING UNDERSTOOD THAT ALL SUCH FACILITIES AND AMENITIES ARE SUPPLIED FOR RESIDENT’S USE, AND AT THE USER’S SOLE RISK. RESIDENT ALSO WAIVES HIS/HER RIGHT TO A JURY TRIAL.
Liability Indemnification. The Agent agrees to use reasonable care and to act in good faith in performing its duties hereunder and shall not be liable for any error in judgment or mistake of law or for any loss suffered by the Trust or any Fund in connection with the matters to which this Agreement relates, provided that the Agent has acted in accordance with such standard and with the terms of this Agreement. Notwithstanding the foregoing, the Agent shall not be liable or responsible for delays or errors occurring by reason of circumstances beyond its control, including acts of civil or military authority, national or state emergencies, fire, mechanical or equipment failure, flood or catastrophe, acts of God, insurrection or war. In the event of a mechanical breakdown beyond its control, the Agent shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond the Agent's control. The Agent will make every reasonable effort to restore any lost or damaged data, and the correction of any errors resulting from such a breakdown will be at the Agent's expense. The Agent agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. The Trust will indemnify and hold the Agent harmless against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) ("Losses") resulting from any claim, demand, action or suit and arising out of or in connection with the Agent's duties on behalf of the Trust hereunder, except insofar as such Losses result from the willful misfeasance, bad faith or gross negligence of the Agent in the performance of its duties hereunder or from its reckless disregard of such duties. In performing services hereunder, the Agent shall be entitled to rely and to act upon: (i) telephone instructions relating to the exchange or redemption of shares received by the Agent and reasonably believed by the Agent to have originated from the record owner of the subject shares; (ii) any instructions executed or orally communicated by a duly authorized officer or employee of the Trust, according to such lists of authorized officers and employees furnished to the Agent and as amended from time to time in writing by a resolution of the Board of Trustees of the Trust; and (iii) any genuine instrument signed, countersign...
Liability Indemnification. Vendor is solely responsible for the safety and security of its exhibit, property and personnel. Vendor agrees that NCSI, the hosting organization, co-sponsoring organization(s), the venue, its owner and its management company, and their respective employees and agents are not liable for any theft, damage or loss to or of the Vendor’s property or for any injury that may occur to the Vendor, its agents, employees, guests or business invitees. Vendor assumes the entire responsibility and liability for losses, damages, and claims arising out of Vendor’s activities in the venue premises or at the event and will indemnify, defend, and hold harmless NCSI, the venue, its owner, and its management company, as well as their respective agents, servants, and employees from any and all claims, demands, judgments, settlements, attorney’s fees, or other costs/expenses.
Liability Indemnification. Escrow Agent shall perform such duties as are specifically set forth herein and, so long as it does so, shall have no liability to Borrower and Lender hereunder except to the extent a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Borrower or Lender. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall have no duty to solicit any payments which may be due it or the escrow account. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and retained by it. Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Agreement, or with any instructions, claims or demands from any other party hereto, it shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in Escrow until it shall be directed otherwise in writing by all of the parties hereto or by a final arbitration decision or a non-appealable order or judgment of a court of competent jurisdiction. Borrower and Lender agree that the following provisions shall control with respect to the rights, duties, liabilities, and immunities of Escrow Agent:
a. Escrow Agent is entitled to refrain from taking any action contemplated by this Agreement in the event that it become...
Liability Indemnification. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THIS AGREEMENT, WE SHALL BE RESPONSIBLE ONLY FOR PERFORMING INTERNET BANKING AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT ANDANY ADDENDUM HERETO. WE SHALL BE LIABLE ONLY FOR MATERIAL LOSSES, WHICH ARE THE DIRECT RESULT OF OUR OWN NEGLIGENCE OR INTENTIONAL MISCONDUCT IN PERFORMING THESE SERVICES. WE SHALL HAVE NO LIABILITY FOR FAILURE TO PERFORM ANY SERVICES IN THE EVENT SUCH FAILURE OR DELAY IS DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO, FAILURE OR DISRUPTION OF ELECTRIC POWER OR TELECOMMUNICATIONS SYSTEMS. WE SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE DAMAGES OR INDIRECT LOSS UNDER ANY CIRCUMSTANCES. EXCEPT XXXXX EXTENT THAT WE ARE LIABLE UNDER THIS AGREEMENT, YOU AGREE TO INDEMNIFY AND HOLD US AND OUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ALL CLAIMS, DEMANDS, JUDGMENTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OF THESE SERVICES. YOU AGREE THAT THIS INDEMNIFICATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
Liability Indemnification. County has relied upon the ability, qualifications and training of contractor as a material inducement to enter into this agreement. Contractor warrants that all of contractor’s services will be performed in accordance with generally accepted practices and standards as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of contractor's work by county shall not operate as a waiver or release of any claim. Contractor shall defend, indemnify and hold harmless county, its officers, agents and employees from any claims, liabilities, demands, damages, actions or proceedings, arising from or relating to the negligence of contractor in connection with the performance of any services hereunder. Notwithstanding the foregoing, where applicable, contractor shall be deemed an agent of county, for the sole purposes of a tort liability pursuant to the Oregon Tort Claims Act, ORS 30.265. Contractor shall provide a certificate of coverage at the time of execution of this agreement, indicating proof of insurance coverage with limits not less than the following: Such insurance shall be on an occurrence basis only and be evidenced by a Certificate of Insurance provided to the county, indicating coverages, limits and effective dates, by an insurance company licensed to do business in the State of Oregon. An endorsement shall be issued by the company showing the county as an additional insured on all coverages. The endorsement shall also contain a notice of cancellation provision.
Liability Indemnification. Intellectual Property and Insurance 12
