Limitations on Liability Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to a Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will indemnify and hold harmless the Trust, the Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein.
B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and a...
Limitations on Liability Indemnification. SECTION 7.1. General 32 SECTION 7.2. No Member Liability 34 SECTION 7.3. Settlements 34 SECTION 7.4. Priority of Indemnification Obligations 34 SECTION 7.5. Amendments 35 SECTION 8.1. General 35 SECTION 8.2. Additional Transfer Limitation 36 SECTION 8.3. Restricted Period Transfer Limitations 37 SECTION 8.4. Joinder Agreement 38 SECTION 8.5. Substitute Members 39 SECTION 8.6. Sale of All Units 39
Limitations on Liability Indemnification. (a) The members of the Management Team shall have no liability to the Company under this Agreement. FNIS shall have no liability to the Company under this Agreement for any act or failure to act by the members of the Management Team in connection with the provision of the Services under this Agreement, unless such act or failure to act constitutes gross negligence, recklessness or intentional misconduct or bad faith.
(b) The Company shall indemnify, hold harmless and provide a defense to FNIS, its affiliates and each member of the Management Team against all claims, costs, demands, damages, losses, expenses or liabilities to or as a result of claims asserted by persons or entities not a party to this Agreement, resulting from or arising out of the provision by any member of the Management Team of the Services; provided, however, that the Company shall not so indemnify FNIS or any member of the Management Team against any such claim, cost, demand, damage, loss, expense or liability arising out of or resulting in any material respect from FNIS's or such Management Team member's gross negligence, recklessness or intentional misconduct or bad faith or FNIS's material breach of this Agreement.
(c) FNIS shall indemnify, hold harmless and provide a defense to the Company and its affiliates against all claims, costs, demands, damages, losses, expenses or liabilities to or as a result of claims asserted by persons or entities not a party to this Agreement resulting from or arising out of or resulting in any material respect from FNIS's or any Management Team member's gross negligence, recklessness or intentional misconduct or bad faith or FNIS's material breach of this Agreement.
Limitations on Liability Indemnification. 5.1 In addition to the limitations on CSC’s liability set forth in the General Terms and Conditions, CSC WILL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) SUSPENSION, LOSS, OR MODIFICATION OF CUSTOMER’S DOMAIN NAME REGISTRATION(S), (b) INTERRUPTION OF BUSINESS, (c) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO CSC’S ONLINE DOMAIN NAME SYSTEM, OR THE WEBSITE(S) ACCESSED BY THE DOMAIN NAME(S) REGISTERED IN CUSTOMER’S NAME, (d) THE PROCESSING OF CUSTOMER’S DOMAIN NAME APPLICATION OR RENEWAL, THE TRANSFER OF THE DOMAIN NAME REGISTERED IN CUSTOMER’S NAME TO CSC OR ANOTHER SERVICE PROVIDER, OR (e) APPLICATION OF ANY RELEVANT DISPUTE POLICY OR ANY OTHER ICANN (OR SIMILAR GOVERNMENTAL OR SUCCESSOR ORGANISATION) ADOPTED POLICIES.
5.2 Customer agrees to defend, indemnify and hold harmless CSC, its directors, officers, employees and agents from and against all claims, actions, disputes, damages, liabilities, costs, and expenses (including legal fees and expenses) arising out of or related to Customer’s domain name registrations, and/or their related use.
Limitations on Liability Indemnification. The Purchasers agree to indemnify the Agent (to the extent not reimbursed by the Seller) ratably according to their respective Pro Rata Shares from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, Taxes (in the case of Tax liabilities in respect of earnings or gains from the investment of funds held in the Collection Account), expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement or any other Facility Document or any action taken or omitted by the Agent under this Agreement or any other Facility Document, except any such as result from the Agent's gross negligence or willful misconduct. Without limiting the foregoing, each Purchaser agrees to reimburse the Agent promptly on demand in proportion to its Pro Rata Share for any out-of-pocket expenses, including legal fees, incurred by the Agent in connection with the administration or enforcement of or the preservation of any rights under this Agreement or any other Facility Document (to the extent that the Agent is not reimbursed for such expenses by the Seller) The foregoing indemnities shall survive the termination of this Agreement.
Limitations on Liability Indemnification. (a) The Representative agrees that it shall be responsible to each Seller for, and that it shall indemnify each Seller and hold each Seller harmless from and against, any and all losses, liabilities, damages, deficiencies, obligations, costs and expenses to the extent incurred by such Seller in such Seller's capacity as a Seller under the Purchase Agreement (whether in connection with this Agreement, the Purchase Agreement or any other agreement entered into herewith or therewith or otherwise), except to the extent that such losses, liabilities, damages, deficiencies, obligations, costs or expenses are incurred as a result of such Seller's breach of any representation, warranty or agreement made herein.
(b) The provisions of this Agreement shall in no way impose any liability or obligations on the Buyer. In particular, notwithstanding any notice received by the Buyer to the contrary, the Buyer (i) shall be fully protected in relying upon and shall be entitled to rely upon, and shall have no liability to any of the Sellers with respect to, actions, decisions and determinations of the Representative taken or made in accordance with this Agreement and (ii) shall be entitled to assume that all actions, decisions and determinations of the Representative taken or made in accordance with this Agreement are fully authorized by each of the Sellers.
Limitations on Liability Indemnification. Each Party's aggregate liability to the other for (a) direct damages and (b) third-party claims, which occur or are made during a Contract Year, shall not exceed [omitted and filed separately with the Commission] of the fees (excluding pass-through expenses) actually received by Alliance from Customer hereunder during such Contract Year. The parties agree that (a) any breach or gross negligence or willful misconduct described in subsection 6.1 above that continues over more than one (1) Contract Year, and/or (b) all direct damages or third-party claims which are related to the same breach or gross negligence or willful misconduct described in subsection 6.1.and which accumulate for more than one (1) Contract Year, shall be deemed to have occurred or been sustained during the Contract Year in which such breach or gross negligence or willful misconduct initially occurred. For the purposes of this Agreement, "Contract Year" shall mean the period commencing on the Effective Date and continuing for three hundred sixty-four (364) days thereafter, as well as each subsequent three hundred sixty-five (365)-day period of the Term and of the Renewal Term.
Limitations on Liability Indemnification. No director or officer of this Corporation shall be liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer. This provision shall not eliminate or limit the liability of a director or officer for acts or omissions which involve intentional misconduct, fraud, a knowing violation of law, or the payment of distributions in violation of Nevada Revised Statutes §78.300. If Chapter 78 of the Nevada Revised Statutes is hereafter amended or interpreted to eliminate or limit further the personal liability of directors or officers, then the liability of all directors and officers shall be eliminated or limited to the full extent then so permitted. Neither the amendment nor repeal of this Article FIFTH, nor the adoption of any provision of these Articles of Incorporation inconsistent with the Article FIFTH, shall eliminate or reduce the effect of Article FIFTH in respect of any set or omission that occurred prior to such amendment, repeal, or adoption of an inconsistent provision. All expenses incurred by officers or directors in defending a civil or criminal action, suit, or proceeding must be paid by the Corporation as they are incurred in advance of a final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of a director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that (i) he or she did not act in good faith, and in the manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, (ii) he or she had reasonable cause to believe his or her conduct was unlawful.
Limitations on Liability Indemnification. Notwithstanding any provision in this Agreement to the contrary:
Limitations on Liability Indemnification
