Limitation of Liabilities; Indemnification. (a) The Placement Agent and its directors, officers, members and employees (each, an “Indemnitee”) shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Companies in connection with the Placement Agent’s obligations and duties under this Agreement, except a loss resulting from fraud, willful misconduct or gross negligence in the performance of such obligations and duties.
Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity and for their convenience. The Escrow Agent shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever for any action taken, suffered or omitted or for any loss or injury resulting from its actions or the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct. Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished P...
Limitation of Liabilities; Indemnification. Section 10.1
Limitation of Liabilities; Indemnification. (a) The Sub-Placement Agent and its directors, officers, agents, members and employees (each, a “Sub-Placement Agent Indemnitee”) shall not be liable for any error of judgment or mistake of law or for any loss suffered by UMBDS in connection with the Sub-Placement Agent’s obligations and duties under this Agreement, except a loss resulting from fraud, willful misconduct, bad faith or gross negligence in the performance of such obligations and duties.
Limitation of Liabilities; Indemnification. Section 10.1 Limitation of Liability 35 Section 10.2 Indemnification and Payment of Losses by StadCo 36 Section 10.3 Indemnification and Payment of Losses by Authority 37 Section 10.4 Survival 37 Section 10.5 Failure to Defend 38
Limitation of Liabilities; Indemnification. (a) Subject to the provisions of paragraph 13(c) hereof, and excluding any of the following arising out of Sublessor's negligence, willful misconduct or breach of Sublessor's obligations under this Sublease, no claim for damages or compensation or abatement of rent or otherwise shall be made by Sublessee by reason of inconvenience, nuisance or discomfort arising from the diminution in the quality or quantity or interruption or cessation of or failure in the supply of any utilities, services or systems serving the Subleased Premises or from the repair, renovation or rebuilding of any portion of the Building or basic systems thereof nor shall the same give rise to a claim in Sublessee's favor that such interruption, cessation, failure, repair, renovation or rebuilding constitutes actual or constructive, total or partial eviction from the Subleased Premises.
Limitation of Liabilities; Indemnification. (a) Xxxxxxxx shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Xxxxxxxx' willful misfeasance, bad faith or gross negligence in the performance of such obligations and duties, or by reason of its reckless disregard thereof. Any person, even though also an officer, Trustee, partner, employee or agent of Xxxxxxxx, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Xxxxxxxx' duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, Trustee, partner, employee or agent or one under the control or discretion of Xxxxxxxx even though paid by it.
Limitation of Liabilities; Indemnification. (a) INFITEQ shall indemnify, defend and hold Xxxxxxxx harmless from and against any losses arising out of or relating to (i) any default, breach, violation or non- performance by INFITEQ of any covenant, condition or
Limitation of Liabilities; Indemnification. (a) JDCA shall not be liable for any error of judgment or mistake of law or for any loss suffered by PSN in connection with the performance of JDCA's obligations and duties under this Agreement, except a loss resulting from JDCA's willful misconduct, bad faith or gross negligence in the performance of such obligations and duties, or by reason of its reckless disregard thereof. Any person, even though also an officer, director, partner, employee or agent of JDCA, shall be deemed, when rendering services to PSN or acting on any business of PSN (other than services or business in connection with JDCA's duties hereunder), to be acting solely for PSN and not as an officer, director, partner, employee or agent or one under the control or discretion of JDCA even though paid by JDCA. JDCA shall not be liable for any action taken or omitted in good faith at the request or direction of the Board of Directors of PSN or any committee thereof in connection with the performance of JDCA's duties under this Agreement. JDCA also shall not be liable for actions taken or omitted in good faith in reliance on advice received from its or PSN's legal counsel, independent public accountants or other professional advisors. JDCA shall not be liable for any special or consequential damages arising in connection with the performance of JDCA's obligations and duties under this Agreement.
Limitation of Liabilities; Indemnification. (a) The word "Notwithstanding" at the start of paragraph (b) shall be replaced with the phrase "Except as otherwise provided in this paragraph (b), and notwithstanding." The following provisions shall then be added to the end of paragraph (b): "However, if after the end of such three year period, PSN suffers damages in any calendar year in excess of $100,000 in connection with the services provided by JDCA hereunder, then PSN may request, in writing, that JDCA reimburse PSN for the amount of such damage. Upon receipt of such request from PSN, JDCA may, in its sole discretion, reimburse PSN for the requested amount, dispute the requested amount, or refuse to pay the requested amount. If JDCA elects to dispute the requested amount, then such dispute shall be resolved in accordance with the procedures set forth in Section 9.5(e) of the Agreement and Plan of Merger among PSN, JDCA, and certain other parties dated January 31, 1995, and if the amount of damages is so determined to be less than $100,000, then PSN shall cease to pursue such reimbursement. If the amount of damages is so determined to $100,000 or more, then PSN may request, in determined to be writing, that JDCA reimburse PSN for the amount of such damages. Upon receipt of such request from PSN, JDCA may, in its sole discretion, reimburse PSN for the requested amount, or refuse to pay the requested amount. If JDCA elects to refuse to pay the requested amount, JDCA shall so notify PSN in writing, and JDCA shall have no liability whatsoever to PSN for such amount, but PSN may terminate this Agreement on not less than thirty (30) days' written notice to JDCA.
