Liability of Xxxxxxxx. No provision of this Agreement shall be deemed to protect Xxxxxxxx against any liability to the Fund or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement. 3
Liability of Xxxxxxxx. Except as provided in Section 2.1(b) hereof with respect to Xxxxxxxx’x initial capital contribution to the Company of One Hundred US Dollars (US $100) and in Section 3.1 and Section 8.1 hereof with respect to certain distributions otherwise to be made to Xxxxxxxx that are withheld by the Company until T-Asia’s Preferred Capital has been reduced to zero, Xxxxxxxx shall not be obligated to contribute capital to the Company, lend any funds to the Company, guaranty any Company debt, or incur any personal liability with respect to the Company.
Liability of Xxxxxxxx. Neither Xxxxxxxx nor Xxxxx shall be obligated, nor shall either have the right to lend any funds to the Company, guaranty any Company debt, or incur any personal liability with respect to the Company. ARTICLE III
Liability of Xxxxxxxx. 43 9.2 Default by Partnership/Failure of Conditions Precedent...........43 9.3
Liability of Xxxxxxxx. Except for obligations expressly assumed or --------------------- agreed to be assumed by Xxxxxxxx hereunder, Xxxxxxxx is not assuming any obligations of Partnership, Contributor or any liability for claims arising out of any act, omission or occurrence which occurs, accrues or arises prior to the Closing Date. Contributor, subject to the limitations of Section 7.2(u) hereof, -------------- hereby indemnifies and holds Xxxxxxxx harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees) that may at any time be incurred by Xxxxxxxx as a result of (1) obligations of Partnership or Contributor relating to the operation of the Property not expressly assumed or agreed to be assumed or taken subject to by Xxxxxxxx hereunder, or (2) wrongful or negligent acts or omissions of Partnership, its agents or employees with respect to the Property which occur, accrue or arise prior to the Closing Date. Xxxxxxxx hereby indemnifies and holds Contributor harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees) that may at any time be incurred by Contributor as a result of wrongful or negligent acts or omissions of Xxxxxxxx relating to the Property which occur, accrue and arise from and after the Closing Date. The provisions of this Section shall survive the Closing of the transaction contemplated hereby.
Liability of Xxxxxxxx. Except for obligations expressly assumed or agreed to be assumed by Xxxxxxxx hereunder, Xxxxxxxx is not assuming any obligations of Brandywine OP, Tysons Partnership, or any of the Subsidiary Entities or any liability for claims arising out of any act, omission or occurrence which occurs, accrues or arises prior to the Closing Date (except to the extent such assumption occurs as a matter of law), and Brandywine OP hereby indemnifies and holds Xxxxxxxx harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees) that may at any time be incurred by Xxxxxxxx as a result of (a) obligations of Brandywine OP (i) not expressly assumed or agreed to be assumed by Xxxxxxxx hereunder or (ii) which Xxxxxxxx is assuming as a matter of law, but not otherwise expressly assuming hereunder or under any document to be executed on the Closing Date that relate, in the case of clauses (i) and (ii), solely to any act, omission or occurrence which occurs, accrues or arises prior to the Closing Date, or (b) acts, omissions or occurrences which occur, accrue or arise prior to the Closing Date (excluding, in any event, in the case of clauses (a) and (b), ordinary course accruals). Xxxxxxxx hereby indemnifies and holds Brandywine OP harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys' fees) that may at any time be incurred by Brandywine OP as a result of acts, omissions or occurrences relating to the Property arising and accruing from and after the Closing Date. The provisions of this Section shall survive the Closing of the transaction contemplated hereby.
