Limitation on Liability; Indemnity. (a) Notwithstanding any provisions of this Service Description or the Master Agreement to the contrary, except as otherwise expressly required by Article 4A of the Uniform Commercial Code of Illinois, Bank’s sole and exclusive liability to you for any delay in executing, improper execution, or failure to execute a transaction, ACH Entry or Entry Data hereunder constituting a Payment Order shall be to assist you in retransmitting the Payment Order. If, in any case, Bank is liable to you for lost interest, Bank will calculate interest based on Bank’s then current account analysis earning rate. With respect to services performed hereunder outside the scope of Article 4A of the Uniform Commercial Code of Illinois, Bank shall only be liable as set forth in the Master Agreement. With respect to any ACH Entries in a foreign currency, you assume the risk of any loss from foreign exchange conversion and assume the risk of the ODFI in the event of any error or duplicate ACH Entries, it being agreed that Bank shall have no liability for any such risks.
(b) In addition to the other indemnities set forth in the Master Agreement, this Service Description, and any other agreement between you and Bank, you agree to indemnify and defend Bank and hold Bank harmless from and against any and all actions, losses, damages, claims, demands, liabilities, costs, or expenses, including any fines, penalties, or regulatory assessments as well as all court costs and attorneys’ fees and expenses (collectively “Claims”), relating to or arising out of or in connection with (i) Bank’s processing of (or rejection or refusal of) any transaction, Entry Data, or ACH Entry, whether or not authorized, (ii) the acts or omissions of you or any Vendor (including its agents, employees and representatives) or any other third party, including but not limited to a breach of any representation, warranty, or covenant hereunder or under the Rules, or
Limitation on Liability; Indemnity. Company’s liability with respect to the Products sold hereunder shall be limited to the warranty provided in Section 11 herein, and shall not exceed the lesser of (a) the cost of repairing or replacing defective Products, or (b) the original purchase price of the Products. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, CONTINGENT OR CONSEQUENTIAL DAMAGES, BUSINESS INTERRUPTION, LOST PROFITS, OR PUNITIVE DAMAGES, WHETHER THE THEORY BE BREACH OF THIS OR ANY OTHER WARRANTY, NEGLIGENCE OR STRICT LIABILITY IN TORT, EVEN IF COMPANY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, ALL SUCH DAMAGES AND CLAIMS BEING SPECIFICALLY DISCLAIMED. Buyer agrees to indemnify, defend and hold harmless Company from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation attorneys' fees, disbursements and courts costs), whether or not involving third-party claims (1) for injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Buyer, a third party, or Buyer’s employees, agents, representatives or contractors, or (2) for the failure, breach or default by Buyer of any of the representations, warranties, covenants or other agreements of Buyer contained in this agreement. The indemnification shall survive the expiration or termination of this agreement.
Limitation on Liability; Indemnity. (a) None of the members, managers, shareholders, directors, officers, employees or agents of the Employee Company shall be under any liability to the Equipment Holder or any other Person for any action taken or for refraining from the taking of any action taken in good faith pursuant to this Agreement; provided, however, that this provision shall not protect the Employee Company against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder.
(b) Notwithstanding the foregoing, the Employee Company hereby agrees to indemnify and hold harmless the Equipment Holder, each successor and assign of the Equipment Holder, as the case may be, and each of their respective officers, directors, managers, affiliates, agents and representatives from and against any claim, loss, liability, damage, settlement, cost or other expense including reasonable attorney’s fees and expenses that arise out of, relate to or are in connection with any negligent act or any negligent failure to act of the Employee Company in the performance of its duties hereunder or any breach by the Employee Company of any representation, covenant or other provision hereunder. This Section 12.11 shall survive termination of this Agreement.
Limitation on Liability; Indemnity. Except in the case of gross negligence, bad faith or willful misconduct, ORIX’s maximum liability to, and the sole remedy of, HL for ORIX’s failure to provide the Services is a refund of the price paid for the particular service or, at the option of HL, a redelivery (or delivery) of the service. In no event shall ORIX be liable to HL or any other party for any consequential, incidental, special or punitive damages or lost profits or diminution in value damages, suffered by HL or such other party arising out of this Agreement or the Services, whether resulting from actual or alleged negligence of ORIX or otherwise. HL shall indemnify and hold harmless ORIX, its affiliates and its employees, directors, agents and contractors against any liability, expense, claim or loss (including attorneys’ fees), other than any taxes imposed or based on the Service Fee (payment of which shall be governed exclusively by Annex B), arising out of this Agreement or the Services, except to the extent such liability, expense, claim or loss arose out of a breach of this Agreement by, or the gross negligence, bad faith or willful misconduct of, ORIX.
Limitation on Liability; Indemnity. It is understood and agreed that the Company and the City, in satisfying the conditions of this Agreement, have acted independently, and that the City assumes no responsibilities or liabilities to third parties in connection with these actions. THE COMPANY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY AND ITS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND REPRESENTATIVES FROM ALL CLAIMS, SUITS, AND CAUSES OF ACTIONS, LIABILITIES AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, OF ANY NATURE WHATSOEVER ASSERTED BY A THIRD PARTY AND ARISING OUT OF THE COMPANY’S PERFORMANCE OF THE CONDITIONS AND/OR OBLIGATIONS UNDER THIS AGREEMENT.
Limitation on Liability; Indemnity. (a) None of the members, managers, shareholders, directors, officers, employees or agents of the Equipment Holder shall be under any liability to the Contract Holder or any other Person for any action taken or for refraining from the taking of any action taken in good faith pursuant to this Agreement; provided, however, that this provision shall not protect the Equipment Holder against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder.
(b) Notwithstanding the foregoing, the Equipment Holder hereby agrees to indemnify and hold harmless the Contract Holder, each successor and assign of the Contract Holder, as the case may be, and each of their respective officers, directors, managers, affiliates, agents and representatives from and against any claim, loss, liability, damage, settlement, cost or other expense including reasonable attorney’s fees and expenses that arise out of, relate to or are in connection with any negligent act or any negligent failure to act of the Equipment Holder in the performance of its duties hereunder or any breach by the Equipment Holder of any representation, covenant or other provision hereunder. This Section 13.11 shall survive termination of this Agreement.
Limitation on Liability; Indemnity. (a) None of the shareholders, directors, officers, employees or agents of the Master Manager shall be under any liability to the Transaction Manager or any other Person for any action taken or for refraining from the taking of any action taken in good faith pursuant to this Master Management Agreement; provided, however, that this provision shall not protect the Master Manager against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder.
(b) Notwithstanding the foregoing, the Master Manager hereby agrees to indemnify and hold harmless the Transaction Manager and its successors and assigns and each of its officers, directors, affiliates, agents and representatives from and against any claim, loss, liability, damage, settlement, cost or other expense including reasonable attorney’s fees and expenses that arise out of, relate to or are in connection with any negligent act or any negligent failure to act of the Master Manager in the performance of its duties hereunder or any breach by the Master Manager of any representation, covenant or other provision hereunder. This Section 8.12 shall survive termination of this Master Management Agreement.
Limitation on Liability; Indemnity. Beneficiary shall not be obligated to perform or discharge any obligation, duty or liability of Trustor under any of the Leases or Contracts by reason of this Article 3, and Trustor shall, and hereby agrees to indemnify Beneficiary and its officers, directors, employees, agents and affiliates for, and to hold such indemnified persons harmless from and against, any and all claims, liability (including Environmental Costs), expenses, losses or damages which may or might be asserted against or incurred by such indemnified persons solely by reason of Beneficiary's status as an assignee pursuant to the assignment of Leases, Contracts and Rents contained herein or in the Financing Documents. Should Beneficiary incur any such liability (other than solely as a result of its own gross negligence or willful misconduct), the amount thereof, including costs, expenses and attorneys' fees, shall constitute Secured Obligations and Trustor shall reimburse such indemnified person therefor promptly upon demand, as and to the extent set forth in the Financing Documents. This Section 3.5 shall survive the termination of this Deed of Trust and the removal or resignation of the Beneficiary.
Limitation on Liability; Indemnity a. Consultant will not be liable to Client, or to anyone who may claim any right due to a relationship with Client, for any acts or omissions in the performance of the Services under this Agreement unless such acts or omissions constitutes gross negligence or willful misconduct.
b. Client agrees to indemnify, defend and hold harmless Consultant, and its respective principals, affiliates, and agents (each, a “Consultant-Related Party”), from and against any and all liabilities, losses, damages, claims, costs, judgments, suits, demands, proceedings, assessments, and expenses that Consultant-Related Party shall incur or suffer that arise, result from or relate to the performance of the Services under this Agreement, unless Consultant are judged by a court of competent jurisdiction to be guilty of gross negligence or willful misconduct.
c. Consultant agrees to indemnify, defend and hold harmless Client, and its principals, affiliates, and agents (each, a “Client-Related Party”), from and against any and all liabilities, losses, damages, claims, costs, judgments, suits, demands, proceedings, assessments, and expenses that Client-Related Party shall incur or suffer that arise, result from or relate to the gross negligence or willful misconduct of the Consultant.
Limitation on Liability; Indemnity. Beneficiary and Trustee shall not be obligated to perform or discharge any obligation, duty or liability of Trustor under any of the Leases by reason of this Article 4, and Trustor shall, and hereby agrees to indemnify Beneficiary and the Trustee for, and to hold Beneficiary and the Trustee harmless from and against, any and all claims, liability, expenses, taxes, losses or damages which may or might be asserted against or incurred by Beneficiary or Trustee, as the case may be, solely by reason of Beneficiary's status as an assignee (as opposed to Beneficiary's status as mortgagee in possession in the event Beneficiary takes possession of the Trust Property) pursuant to the Assignment of Leases and Rents contained herein. Should Beneficiary or Trustee incur any such claim, liability, expense, tax, loss or damage due to the events in the preceding sentence, the amount thereof, including all expenses and reasonable fees of attorneys, shall constitute Obligations secured hereby, and Trustor shall reimburse Beneficiary or Trustee, as the case may be, therefor immediately upon demand. Provided, however, notwithstanding anything herein to the contrary, in no event shall Trustor be liable to Beneficiary or Trustee or their respective agents, employees, officers or servants for any claims, liabilities, expenses, taxes, losses or damages which arise from or are the result of the gross negligence or willful misconduct of Trustee or Beneficiary or their respective agents, employees, officers or servants.
