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. 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.
B. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation, or has or had agreed to become a director of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees and expenses, judgments, fines, amounts to be paid in settlement and excise payments or penalties arising under the Employee Retirement Income Security Act of 1974 (“ERISA”)) reasonably incurred by such Covered Person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the preceding sentence, except as otherwise provided in this Article VIII, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part th...
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.
(b) To the fullest extent permitted by law, all Managers and officers of the Company shall be entitled to indemnification from the Company for any loss, damage or claim (including any reasonable attorney's fees incurred by such person in connection therewith) due to any act or omission made by him or her, except in the case of fraudulent or knowingly illegal conduct of such Person; provided, however, that any indemnity shall be paid out of the assets of the Company only (or
Limitations on Liability and Indemnification. The following provisions -------------------------------------------- will survive any termination of this Agreement:
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.
16.2 With respect to all securities delivered hereunder, JBOC shall be deemed an "intermediary" as defined in the California Uniform Commercial Code and the only warranty given by JBOC shall be the warranty provided in the Code.
16.3 JBOC shall not be liable for any expense, claim, loss or damage Correspondent or any third person may suffer by any reason of any delay Correspondent or JBOC may experience in obtaining securities from any clearing agent, transfer agent, Federal Reserve book entry system, issuer, broker, dealer, customer of Correspondent, or third person, or in obtaining monies from any customer of Correspondent, bank, clearing agent, the Federal Reserve wire transfer system or third person. JBOC shall not be liable for any expense, claim, loss or damage suffered by Correspondent or any third person due to JBOC's failure to follow any special terms or conditions on receipts from or deliveries to one or more persons, if JBOC, in its sole discretion, determines from time to time that following such instructions would be detrimental to JBOC or JBOC's interests.
16.4 JBOC shall not be liable for any expense, claim, lose or damage Correspondent or any third person may suffer because any security, received or delivered by JBOC shall be invalid or fraudulent or by reason of any failure of signature by an unauthorized person on, or forgery or wrongful alteration of, a written instrument or inaccuracy, incompleteness, or falsity of data transmitted by computer tape, terminal or other computer facilities or in a written instrument. JBOC may act on oral instructio...
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.
b. Manager shall not be under any duty with regard to any assets of the Client which are not part of the Liquidity Account.
c. The Client shall indemnify Manager, its officers, directors, employees and delegates (each, a “Manager Covered Party”) against, any and all expenses, losses, damages, liabilities, excise taxes, demands, charges, and claims of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees and litigation-related expenses) (collectively, “Losses”) that any Manager Covered Party may incur in connection with any threatened or pending third-party action, suit, proceeding or claim relating to, arising out of or in connection with this Agreement as a direct result of the negligence, willful misconduct, breach of fiduciary duty or violation of applicable law by the Client. The foregoing indemnity shall not apply (i) to any Losses arising out of the negligence, fraud, bad faith or willfu...
Limitations on Liability and Indemnification. The Custodian shall not be liable for any loss, claim, damage or other liability arising from the following causes:
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
Limitations on Liability and Indemnification. A. Lessee shall be responsible for all content and graphics placed by it on the Leased Web Site, and Lessor shall have no responsibility or liability therefor.
B. Lessee assumes all risks relating to the interruption of the availability of the Leased Web Site for any reason, and Lessor shall have no responsibility or liability therefor.
X. Xxxxxx shall indemnify Lessee and hold Lessee harmless from any damages and liabilities (including reasonable attorneys' fees and costs) arising from any breach of any agreement, representation or warranty made by Lessor herein. Lessor's maximum liability to Lessee under this Agreement, regardless on what basis liability is asserted, shall in no event exceed the total amount paid to Lessor under this Agreement. Lessor shall not be liable to Lessee for any incidental, consequential, punitive or special damages.
D. Lessee shall indemnify Lessor and hold Lessor harmless from any damages and liabilities (including reasonable attorneys' fees and costs) (1) arising from any breach of any agreement, representation or warranty made by Lessee herein, (2) arising out of any use of the Leased Web Site or the Domain Name, except to the extent that such use results in a claim for infringement because of Lessee's use of the Leased Web Site (in its state on the Effective Date) or the Domain Name, and Lessor knew or should have known that Lessee's use of the Leased Web Site in such state or the Domain Name would result in the infringement of the rights of another person, (3) arising out of any alleged defects or failures to perform of the Lessee's Solar Cells or any product liability claims or use of the Lessee's Solar Cells, or (4) any claims arising out of advertising, distribution or marketing of the Lessee's Solar Cells.
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.
(b) Recovery by a Buyer Indemnified Party for Damages pursuant to Section 10.02(a)(i) shall be satisfied solely from the Indemnity Escrow Fund; provided, however, that the foregoing limitation shall not apply to (i) indemnification for breaches of, or inaccuracies in, the Fundamental Representations or the Tax Representation or (ii) fraud, for which such Buyer Indemnified Party shall have all other rights and remedies available to it to recover any remaining amount directly from the Securityholders; provided, further, that with respect to such matters addressed in clauses (i) and (ii) of this Section 10.03(b), or any other matters specificed under Section 10.02(a), recovery of Damages by a Buyer Indemnified Party from a Securityholder shall be satisfied first from the Pro Rata Share of such Securityholder in the Indemnity Escrow Fund prior to making any direct claim against such Securityholder but such amounts recovered from the Indemnity Escrow Fund will not reduce the amount that the Buyer Indemnified Parties may recover from such Securityholder with respect to Damages pursuant to Section 10.02(a)(i) which would otherwise be limited to such Securityholder’s Pro Rata Share of the Indemnity Escrow Fund. With respect to any claims for indemnification made in respect of an individual Securityholder pursuant to Section 10.02(b), a Buyer Indemnified Party shall first recover Damages from such individual Securityholder’s Pro Rata Share of the Indemnity Escrow Fund and thereafter shall recover any remaining amount directly from such individual Securityholder; provided, that any amount recovered from the Indemnity Escrow Fun...
