We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Common use of Liability Limited Clause in Contracts

Liability Limited. The Qualifying Resident expressly agrees to defend, indemnify and hold the Mutual, its agents, employees, directors, officers, committees and committee members, panels, and panel members, Shareholders, attorneys, and the like, free and harmless from any and all liability for any and all injury, damage, suits, actions, claims, demands, causes of action, liabilities, expenses, attorney’s fees, consultant fees, expert fees and costs arising from injury to persons or property caused by the action or inaction, or the failure to comply with any provisions of this Agreement by the Qualifying Resident, or his or her Co-Occupant, visitor, guest or invitee. The obligation to indemnify shall be effective even if active or passive negligence or misconduct of the Mutual contributes to the loss, claim or damage. This indemnity will not extend to: (i) claims arising from the sole negligence or sole willful misconduct of the Mutual; or (ii) claims occurring after the Agreement is terminated. The Qualifying Resident’s obligation to defend and indemnify will be triggered when the Mutual: (i) notifies the Qualifying Resident of any potential claim within a reasonable time (however, the failure to so notify the Qualifying Resident shall not affect the obligations of the Qualifying Resident); (ii) permits the Qualifying Resident to assume any defense by appointing a conflict-free, reputable counsel who is reasonably acceptable to the Mutual to be the lead counsel in connection with such defense; (iii) and provides the Qualifying Resident with the right to defend and settle any claim, except in the event that a conflict exists between the Mutual and the Qualifying Resident, in such case, the Mutual shall be entitled to appoint conflict-free counsel of its choice and control its defense. Prior to the Qualifying Resident assuming control of any such defense, the Qualifying Resident shall first provide written documentation showing that: (i) the Qualifying Resident will be fully responsible for all liabilities and obligations for the full indemnification of the Mutual; and (ii) the Qualifying Resident is financially capable of paying any settlement, potential judgment and/or resolution before the Qualifying Resident is entitled to take control of any defense referenced herein.

Appears in 5 contracts

Samples: Occupancy Agreement, Occupancy Agreement, Occupancy Agreement

Liability Limited. The Qualifying Resident Shareholder expressly agrees to defend, indemnify and hold the Mutual, its agents, employees, directors, officers, committees and committee members, panels, and panel members, Shareholders, attorneys, and the like, free and harmless from any and all liability for any and all injury, damage, suits, actions, claims, demands, causes of action, liabilities, expenses, attorney’s fees, consultant fees, expert fees and costs arising from injury to persons or property caused by the action or inaction, or the failure to comply with any provisions of this Addendum, the Occupancy Agreement or the Governing Documents by the Qualifying ResidentShareholder, Tenant, or his or her Co-Occupant, any visitor, guest or invitee. The obligation to indemnify shall be effective even if active or passive negligence or misconduct of the Mutual contributes to the loss, claim or damage. This indemnity will not extend to: (i) claims arising from the sole negligence or sole willful misconduct of the Mutual; or (ii) claims occurring after this Addendum or the Occupancy Agreement is terminated. The Qualifying ResidentShareholder’s obligation to defend and indemnify will be triggered when the Mutual: (i) notifies the Qualifying Resident Shareholder of any potential claim within a reasonable time (however, the failure to so notify the Qualifying Resident Shareholder shall not affect the obligations of the Qualifying ResidentShareholder); (ii) permits the Qualifying Resident Shareholder to assume any defense by appointing a conflict-free, reputable counsel who is reasonably acceptable to the Mutual to be the lead counsel in connection with such defense; (iii) and provides the Qualifying Resident Shareholder with the right to defend and settle any claim, except in the event that a conflict exists between the Mutual and the Qualifying ResidentShareholder, in such case, the Mutual shall be entitled to appoint conflict-free counsel of its choice and control its defense. Prior to the Qualifying Resident Shareholder assuming control of any such defense, the Qualifying Resident Shareholder shall first provide written documentation showing that: (i) the Qualifying Resident Shareholder will be fully responsible for all liabilities and obligations for the full indemnification of the Mutual; and (ii) the Qualifying Resident Shareholder is financially capable of paying any settlement, potential judgment and/or resolution before the Qualifying Resident Shareholder is entitled to take control of any defense referenced herein.

Appears in 1 contract

Samples: Occupancy Agreement

Liability Limited. The Qualifying Resident expressly agrees to defend, indemnify and hold Notwithstanding the Mutual, its agents, employees, directors, officers, committees and committee members, panels, and panel members, Shareholders, attorneys, and the like, free and harmless from foregoing in this Section 6.05: (1) In no event shall any and all liability party be liable for any special, consequential, exemplary or punitive damages with respect to any matter whatsoever arising out of this Agreement; provided that the foregoing shall not relieve any party of its obligation to indemnify another party against any such damages awarded to a third party. (2) It is expressly understood and all injury, damage, suits, actions, claims, demands, causes of action, liabilities, expenses, attorney’s fees, consultant fees, expert fees and costs arising from injury to persons or property caused agreed by the action parties to this Agreement that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware not in its individual or inactionpersonal capacity but solely in its capacity as trustee under the Trust Agreement on behalf of the Trust, in the exercise of the powers and authority conferred and vested in it as trustee under the Trust Agreement, subject to the protections, indemnities and limitations from liability afforded to the Owner Trustee thereunder; (b) the representations, warranties, covenants, undertakings, agreements and obligations by the Trust are made and intended not as personal representations, warranties, covenants, undertakings, agreements and obligations by the administrator of the Trust under the Administration Agreement, or the failure to comply with any provisions Owner Trustee, but are made and intended for the purpose of this Agreement by only binding the Qualifying Resident, or his or her Co-Occupant, visitor, guest or invitee. The obligation to indemnify Trust; (c) nothing contained herein shall be effective even if active construed as creating any liability on such administrator or passive negligence the Owner Trustee, individually or misconduct personally, to perform any expressed or implied covenant, duty or obligation of the Mutual contributes to the loss, claim or damage. This indemnity will not extend to: (i) claims arising from the sole negligence or sole willful misconduct of the Mutual; or (ii) claims occurring after the Agreement is terminated. The Qualifying Resident’s obligation to defend and indemnify will be triggered when the Mutual: (i) notifies the Qualifying Resident Trust of any potential claim within a reasonable time (however, the failure to so notify the Qualifying Resident shall not affect the obligations of the Qualifying Resident); (ii) permits the Qualifying Resident to assume any defense by appointing a conflict-free, reputable counsel who is reasonably acceptable to the Mutual to be the lead counsel in connection with such defense; (iii) and provides the Qualifying Resident with the right to defend and settle any claim, except in the event that a conflict exists between the Mutual and the Qualifying Resident, in such case, the Mutual shall be entitled to appoint conflict-free counsel of its choice and control its defense. Prior to the Qualifying Resident assuming control of any such defense, the Qualifying Resident shall first provide written documentation showing that: (i) the Qualifying Resident will be fully responsible for all liabilities and obligations for the full indemnification of the Mutualkind whatsoever contained herein; and (iid) under no circumstances shall such administrator or the Qualifying Resident is financially capable of paying any settlement, potential judgment and/or resolution before Owner Trustee be personally liable for the Qualifying Resident is entitled to take control payment of any defense referenced hereinfees, costs, indebtedness or expenses of any kind whatsoever or be personally liable for the breach or failure of any obligation, representation, agreement, warranty or covenant whatsoever made or undertaken by the Trust hereunder.

Appears in 1 contract

Samples: Servicing Agreement (Itt Educational Services Inc)