Limitations on Liability and Indemnification. Each Party agrees to indemnify, defend, and hold the other Party (including the other Party's Affiliates, trustees, directors, board members, officers, employees, and agents) harmless from and against any and all damages, costs, claims, liabilities, actions or proceedings arising from or claimed to have arisen from the wrongful acts or omissions of the indemnifying Party's employees or agents, unless caused by an act of negligence or willful misconduct by the indemnified Party (including the Party's Affiliates, trustees, directors, board members, officers, employees or agents). The Parties hereby waive and release the other Parties as well as each of the other Party's Affiliates, trustees, directors, officers, employees, and agents from any liability, claim, or action arising from damage to its property due to the performance of this Agreement. To the fullest extent permissible by law, neither the Companies nor Seller, nor their respective officers, directors, agents, employees, parent or Affiliates, successors or assigns, or their respective officers, directors, agents or employees, successors or assigns, shall be liable to the other party or its parent, subsidiaries, Affiliates, officers, directors, agents, employees, successors or assigns, for claims, suits, actions or causes of action for incidental, indirect, special, punitive, multiple or consequential damages (including attorneys' fees or litigation costs) connected with or resulting from performance or non-performance of the Agreement, or any actions undertaken in connection with or related to this Agreement, including without limitation any such damages which are based upon causes of action for breach of contract, tort (including negligence and misrepresentation), breach of warranty, strict liability, Massachusetts General Laws Chapter 93A, statute, operation of law, or any other theory of recovery. The provisions of this Section 17 shall apply regardless of fault and shall survive termination, cancellation, suspension, completion or expiration of this Agreement.
Limitations on Liability and Indemnification. (a) No Manager or officer of the Company shall be liable, responsible or accountable in damages or otherwise to the Company or any of the Members for any act or omission performed or omitted by him or her, or for any decision, except in the case of fraudulent or illegal conduct of such Person. For purposes of this Article 8, the fact that an action, omission to act or decision is taken on the advice of counsel for the Company shall be evidence of good faith and lack of fraudulent conduct.
Limitations on Liability and Indemnification. The following provisions -------------------------------------------- will survive any termination of this Agreement:
Limitations on Liability and Indemnification. A. A director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists at the Effective Time or may hereafter be amended. Any repeal or modification of this Section A shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.
Limitations on Liability and Indemnification. In addition to any limits on liability set forth in the General Terms and Conditions, Customer acknowledges and agrees that Customer and its Courier, not Bank, shall be liable and hold the Bank harmless for (a) the amount of any Change Order that Customer alleges is unauthorized, in an amount not requested by Customer, or does not arrive to the Customer’s Location specified in the Change Order, (b) in the event the amount of any Currency in a Deposit is either not received by Bank, or the amount of Currency received by Bank is in an amount different than the amount Customer records as placed into the Bags, Deposit Cassette or is set forth in the Safe File Total(s) transmitted to Bank with the totals in the Safe, and (c) action or omissions on behalf of Customer by Courier.
Limitations on Liability and Indemnification a. Except as may otherwise be provided by law, Manager shall not be liable to the Client for (i) any loss that the Client may suffer by reason of any investment decision made or other action taken or omitted in good faith by Manager; (ii) any loss arising from Manager’s adherence to the Client’s or another authorized person’s instructions or reliance upon data or information provided by such parties; (iii) any loss arising from any failure or delay by the Client or another authorized person in delivering moneys in connection with trade settlement or any other obligations of the Client under this Agreement or (iv) any act or failure to act by the Client, Custodian, any broker or dealer to which Manager directs transactions for the Accounts, or any other third party; provided, however that Manager shall select such brokers and dealers with reasonable care; provided, that, in each case, the Manager shall have acted, subject to the terms and conditions hereof, in good faith and with that degree of care, skill, prudence and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use, in a manner consistent with the practices and procedures followed by other institutional asset managers of national standing relating to assets of the nature and character of the Liquidity Account, and in any case, using a degree of skill and attention no less than that which the Manager exercises with respect to comparable assets that it manages for itself and others having similar investment objectives and restrictions.
Limitations on Liability and Indemnification. 16.1 JBOC shall not be liable for any expense, claim, loss or damage suffered by Correspondent or any third person arising out of or caused by any delay in, or failure of, performance by JBOC, in whole or in part, arising out of or caused by circumstances beyond JBOC's direct and reasonable control, including without limitation acts of God; interruption, delay in, or loss (partial or complete) of electrical power or of computer (hardware or software) or communication services, acts of civil or military authority; sabotage, war or government action, civil disturbance or riot: strike or other labor disturbance; national emergency; epidemic; flood, earthquake, fire or other catastrophe: government, judicial or self-regulatory organization order, rule or regulation; energy or natural resource difficulty or shortage; and inability to obtain or timely to obtain materials, equipment or transportation.
Limitations on Liability and Indemnification. 15 ARTICLE 18. Regulation .................................................... 16
Limitations on Liability and Indemnification. (a) In seeking indemnification for Damages pursuant to Section 10.02(a)(i) of this Agreement, no Buyer Indemnified Party shall make any claim for Damages unless and until the aggregate amount of all such Damages incurred or suffered by the Buyer Indemnified Parties exceeds $500,000 of the Equity Purchase Consideration (the “Deductible”), at which point the Buyer Indemnified Parties may make claims for all Damages in excess of the Deductible; provided that the foregoing limitations set forth in this Section 10.03(a) shall not apply to claims for indemnification pursuant to Section 10.02(a)(i) of this Agreement, in each case, to the extent such claim arises from or is a result of or connected with, any breach of, or inaccuracy in, any Fundamental Representation or the Tax Representation or any fraud by the Company or any of its representatives.
Limitations on Liability and Indemnification. 13.1 Indemnification 37 13.2 Conditions 38 13.3 Settlement 38 13.4 Survival 38 13.5 39 13.6 39 13.7 39 13.8 39 13.9 40 13.10 Survival 40 ARTICLE 14 INTEGRATION 14.1 Entire Agreement 40 ARTICLE 15
