Limitation on Liability; Indemnification. (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.
(b) Rise shall, to the full extent lawful, reimburse, indemnify and hold harmless the Manager, and the directors, officers, stockholders, partners or members of the Manager (each, a “Manager Indemnified Party” and, together with a Rise Indemnified Party, an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of Rise constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of Rise under this Agreement or (ii) any claims by Rise’s employees re...
Limitation on Liability; Indemnification. None of the Securities Intermediary or any director, officer, employee or agent of the Securities Intermediary shall be under any liability to the Indenture Trustee or the Noteholders for any action taken, or not taken, in good faith pursuant to this Indenture, or for errors in judgment; provided, however, that this provision shall not protect the Securities Intermediary against any liability to the Indenture Trustee or the Noteholders which would otherwise be imposed by reason of the Securities Intermediary’s willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Securities Intermediary and any director, officer, employee or agent of the Securities Intermediary may rely in good faith on any document of any kind which, on its face, is properly executed and submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Trust Estate shall indemnify the Securities Intermediary for and hold it harmless against any loss, liability or expense arising out of or in connection with this Indenture and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Securities Intermediary has been guilty of bad faith, negligence or willful misconduct. The foregoing indemnification shall survive any termination of this Indenture and any earlier resignation or removal of the Securities Intermediary.
Limitation on Liability; Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated for any such debt, obligation or liability of the Company.
(b) The Company shall, to the fullest extent authorized by the Act, indemnify and hold harmless the Member from and against any and all claims and demands arising by reason of the fact that such Person is, or was, a member of the Company.
(c) The Manager shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by the Manager in good faith reliance on the provisions of this Agreement.
(d) This Agreement is not intended to, and does not, create or impose any fiduciary duty on the Manager. Furthermore, each of the Member and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by the Act or applicable law, and in doing so, acknowledges and agrees that the duties and obligations of the Manager to the Member and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of the Manager otherwise existing at law or in equity, are agreed by the Member and the Company to replace such other duties and liabilities of the Manager.
(e) To the fullest extent permitted by the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which any Covered Person may become subject by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, the Member...
Limitation on Liability; Indemnification a) Except as otherwise provided in the Act, the debts, obligations and liabilities of the LLC, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the LLC. None of the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, shall be obligated personally for any debt, obligation or liability of the LLC solely by reason of the fact that he, she or it (i) is or was such Member, partner in the Member or officer, trustee, director, employee or agent of any partner in the Member, or officer, employee or agent of the LLC, or (ii) is or was serving at the request of the LLC as a director, partner, venturer, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, sole proprietorship, trust, employee benefit plan or other enterprise. The failure of the LLC to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC, for any liabilities of the LLC.
b) The LLC shall indemnify and hold harmless the Member, its partners or any officers, trustees, directors, employees or agents of any partner in the Member, or any officers, employees or agents of the LLC (individually, in each case, an “Indemnitee”), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether threatened, pending or completed and whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, any appeal to any such claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such claim, demand, action, suit or proceeding, arising out of or incidental to the business or activities of or relating to the LLC and in which any such Indemnitee may be, or may have been, involved, or threatened to be involved, as a party or otherwise, ...
Limitation on Liability; Indemnification. A Manager or Member of the Company shall not be personally liable to the Company or to its (other) Members for money damages for any action taken, or any failure to take action, as a Member or Manager except for liability for any of the following: (i) the bad faith violation of the covenant of good faith and fair dealing; (ii) a financial benefit received by the Member or Manager to which the Member or Manager was not entitled; (iii) a breach of duty under § 18-607 of the Delaware Act (improper distributions); (iv) an intentional infliction of harm on the Company or a Member; or (v) an intentional violation of criminal law. If the Delaware Act or other applicable law is hereafter amended to authorize the further elimination or limitation of the liability of Members or Managers, then the liability of a Member or Manager of the Company, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the extent of such amendment, automatically and without any further action, to the maximum extent permitted by law. Any repeal or modification of this provision by the Members of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability, or any other right or protection, of a Member or Manager of the Company with respect to any state of facts existing at or prior to the time of such repeal or modification. Each Person, who is or was a Manager or officer of the Company who was or is made a party to or a witness in, or is threatened to be made a party to, or a witness in, any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including a grand jury proceeding) and whether formal or informal, by reason of the fact that such Person (i) is or was a Manager or officer of the Company; or (ii) while a Manager or officer of the Company, is or was serving at the request of the Company as a manager, member, director, officer, partner, trustee, employee or agent of another limited liability company, corporation, partnership, joint venture, trust, employee benefit plan or other entity or enterprise, shall be indemnified and held harmless by the Company with respect to such claim, action, suit or proceeding to the maximum extent the Company may indemnify such Person under Section 18-108, and other provisions of, the Delaware Act, as the same now exists or as it may hereafter be amended or changed (but, in the cas...
Limitation on Liability; Indemnification. Access to the device and digital resources requires the Student to maintain personal responsibility. PCS will not be responsible for any damages suffered by the Student or any unauthorized user in connection with the use of the device. Student and Student’s Parent/Guardian agree that they will indemnify and hold harmless PCS and PCS personnel from any and all claims arising from the student’s or parent/guardian’s use, misuse, or possession of the device including but not limited to any and all damages whatsoever of any kind or nature.
Limitation on Liability; Indemnification. Except as otherwise provided in the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. None of the Member and any officers, employees, and agents of the Company or the Member shall be obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as such Member, officer, employee, or agent. In accordance with Section 18-108 of the Act, the Company shall indemnify and hold harmless the Member and each officer of the Company (individually, in each case, an “Indemnitee”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys’ fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising out of or incidental to the business or activities of or relating to the Company, regardless of whether the Indemnitee continues to be a Member or an officer of the Company at the time any such liability or expense is paid or incurred, but only if the Indemnitee’s course of conduct does not constitute willful misconduct; provided, however, that the foregoing shall not require the Company to indemnify any person in connection with any claim, action, suit, proceeding or counterclaim initiated by or on behalf of such person.
Limitation on Liability; Indemnification. In addition to other limitations on Bank’s liability in this Agreement, in no event shall Bank be liable for (i) any data that is lost or destroyed in connection with the use of the Services, Software or transmitting a File, Checks or Electronic Images to Bank, (ii) the Customer’s inability to use the Services, Software or transmit a File to Bank due to a mechanical failure of the Customer’s hard drives, personal computers, servers or other systems or hardware, (iii) the Customer’s inability to communicate with Bank via the Internet resulting from a problem with an Internet Service Provider or Online Service Provider or otherwise or any files or transmissions not received by Bank, or (iv) unknown hazards of Internet use, including, but not limited to interception of any information relating to the Customer or its Transactions. Bank recommends that the Customer have appropriate security measures for Internet use, including, a proxy server and/or firewalls to control and protect Internet access. Customer acknowledges that in addition to any other damages Bank may be entitled to collect from Customer under this Agreement this Schedule or Applicable Laws, Bank will be entitled to consequential damages for Customer’s breach of its obligations set out in the Customer Obligations section of this Schedule, including Customer’s obligation to securely safe keep and subsequently destroy the Checks which Customer deposits through the Service. Bank strongly recommends that the Customer take the necessary measures to ensure that the Customer performs daily back-ups of data used in connection with the Services. In addition to its indemnification obligations elsewhere in this Agreement, Xxxxxxxx agrees to indemnify and hold Bank harmless from and against any and all Losses relating to or arising in connection with Bank accepting and/or processing for deposit any Check based on electronic Images and
Limitation on Liability; Indemnification. Neither the Master Collateral Agent nor any of its directors, officers or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder, or in connection herewith, except that the Master Collateral Agent shall be liable for its own gross negligence or willful misconduct; nor shall the Master Collateral Agent be responsible for the validity, effectiveness, value, sufficiency or enforceability against the Bank or WFAL 2 of this Agreement or any of the Collateral (or any part thereof). The Bank and WFAL 2 hereby jointly and severally agree to indemnify and hold the Master Collateral Agent harmless from and against all damage, liability and expense (including reasonable attorneys' fees) arising out of or in connection with this Agreement, except to the extent such damage, liability or expense arises out of the Master Collateral Agent's negligence, willful misconduct or breach of the obligations imposed hereby on the Master Collateral Agent.
Limitation on Liability; Indemnification. Notwithstanding anything In the Agreement to the contrary, the Bank's sole and exclusive liability to Customer for Bank's failure to exercise ordinary care resulting in a delay in executing, improper execution of, or failure to execute a Transaction, Payment Acknowledgement or Settlement Instructions in an amount equal to interest losses attributable thereto; provided, however, with respect to the services performed hereunder outside the scope of Article 4A of the Illinois Uniform Commercial Code, the Bank shall only be liable to Customer for direct damages attributable to its own gross negligence or willful misconduct in performing such services; provided, further, that in no event shall Bank be liable or responsible for (i) failure or delay in posting information and providing e-mail notifications and information to the Customer, or (ii) any inaccuracies or omissions in information received from third parties, including inaccuracies or omissions in collection letters or documents presented by Customer's vendors, that is either posted on the Import Collections Module of QuickTrade/Web, sent via e-mail or otherwise by the Bank. Customer understands that the information available to it in connection with the Import Collections Module is updated periodically and therefore, may not be up to date at the moment that the Customer takes notice of such information. In no event will Bank be liable for any consequential, special, punitive or indirect loss or damage which Customer may incur or suffer in connection with this Supplement. Bank's liability hereunder for interest losses will be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank of Chicago for the period involved. The Customer agrees to indemnify and hold the Bank harmless from and against any and all claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and court costs) arising directly or indirectly from (i) the Bank processing Customer's acceptance or refusal of a Transaction, a Payment Acknowledgment and any Settlement Instructions in the Customer's name communicated to the Bank, whether or not Customer's agreement or refusal of a Transaction, a Payment Acknowledgment or any Settlement Instructions that was actually authorized by the Customer, so long as the Bank accepts the agreement to or refusal of a Transaction, Payment Acknowledgment and any Settlement Instructions in good faith and in compliance with the security proced...
