Limitations on Liability; Indemnity. No manager, nor any member, nor any of their respective Affiliates (each, an “Actor”) shall be liable to the Company for actions taken in good faith by the Actor in connection with the Company or its business; provided that the Actor shall in all instances remain liable for acts in breach of this Agreement or that constitute bad faith, fraud, willful misconduct, or gross negligence. The Company, its receiver or trustee shall indemnify, defend, and hold harmless each Actor, to the extent of the Company’s assets (without any obligation of any member to make contributions to the Company to fulfill such indemnity), for, from, and against any losses, costs, and expenses incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Actor in connection with the Business of the Company; provided that no Actor shall be indemnified for claims based upon acts performed or omitted in material breach of this Agreement or that constitute bad faith, fraud, willful misconduct, or gross negligence.
Limitations on Liability; Indemnity. No Member (including the Manager) or its Affiliates or their members, officers, directors, partners, stockholders, employees, contractors, advisors or consultant (each an “Indemnitee”) shall be liable to the Company or the other Members for actions taken in good faith by the Indemnitee in connection with the Company or its business. The Company, its receiver or trustee shall indemnify, defend and hold harmless each Indemnitee, to the extent of the Company’s assets (without any obligation of any Member to make contributions to the Company to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee arising out of any claim based upon acts performed or omitted to be performed by the Indemnitee in connection with the business of the Company, including without limitation attorneys’ fees and costs incurred by the Indemnitee in the settlement or defense of such claim; provided that no Indemnitee shall be indemnified for claims based upon acts performed or omitted in an intentional breach of this Agreement or which constitute fraud, willful misconduct or gross negligence. Notwithstanding anything in this Section 5.8 to the contrary, the Manager shall not be entitled to indemnification with respect to the matters set forth in Section 5.6.
Limitations on Liability; Indemnity. The Client agrees to indemnify and hold Hyperion harmless from any and all expenses, damages, costs and fees, including reasonable attorney’s fees, which may be incurred by reason of the Client’s negligence, willful misconduct, malfeasance, material breach of this Agreement or violation of applicable law. Hyperion agrees to indemnify and hold the Client harmless from any and all expenses, damages, costs and fees, including reasonable attorney’s fees, which may be incurred by reason of Hyperion’s negligence, willful misconduct, malfeasance, material breach of this Agreement or violation of applicable law. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that the Client may have under Federal or State securities laws.
Limitations on Liability; Indemnity. HDC does not warrant or guarantee any particular result will be obtained through SPM’s use of the Licensed Technology. HDC shall not be liable to SPM or any customer of SPM because of any failure in the commercial operations of SPM or any SPM customer. Moreover, HDC does not warrant or guarantee against health or safety hazards to workers who use, or purchasers of products made from, the Licensed Technology. Consistent with the foregoing, SPM shall indemnify, defend, and hold HDC harmless from any loss and expenses (including reasonable attorneys’ fees, settlements and judgments) resulting from illness, injury, or death to persons (including employees of HDC), or loss or damage to property (including property of HDC and its customers) or the environment, incurred by HDC, or a third party, and resulting in any way whatever the cause may be arising out of, or pertaining to, the subject matter of this Agreement, unless the same is proven to have been caused directly by bad faith, gross negligence, or willful misconduct on the part of HDC. HDC shall promptly notify SPM in writing of any suits, claims, actions, demands, complaints, lawsuits or other proceedings (each a “Claim”) that are subject to indemnification under this Agreement. SPM under this Agreement, shall have the sole authority to settle any indemnified Claim without the consent of HDC, provided, however, that SPM shall not, without the written consent of HDC, as part of any settlement or compromise (i) admit to liability on the part of HDC; (ii) agree to an injunction against HDC; or (iii) settle any matter in a manner that separately apportions fault to HDC. As part of the settlement of any Claim, SPM shall obtain a full, complete, and unconditional release from the claimant on utilizing attorneys of its choice, at its own expense. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS INTERRUPTION, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT. NOTWITHSTANDING THE ABOVE, THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY FOR DAMAGES ARISING FROM (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) BREACH OF THE OBLIGATIONS OF CONFIDENTIALITY UNDER ARTICLE IX OF THIS AGREEMENT; OR (C) LIABILITY FOR INDEMNIFICATION AGAINST THIRD-PARTY CLAIMS AS SET FORTH IN THIS ARTICLE III.A.
Limitations on Liability; Indemnity. (a) Except with respect to indemnified claims (as set forth below in subsection (b)(i)), in no case shall (i) BlackRock's liability, in the aggregate, exceed the fees payable by Client to BlackRock during the twelve-month period immediately preceding the event giving rise to the liability or (ii) BlackRock be liable for any incidental, consequential, or indirect damages.
Limitations on Liability; Indemnity. 20.1. The Distributor shall not forward any warranty to third parties other than the Principal’s warranty stipulated by the Distribution and Marketing Agreement. The Principal shall not be liable for any warranty obligations set by the Distributor which exceed or differ from the Principal’s warranty. After the expiration of the warranty period, technical support will be available to customers as a fee service.
Limitations on Liability; Indemnity. (a) Subject to the limitations set forth herein and the provisions of subsection (c), below, BlackRock shall indemnify Client against any and all losses, damages, costs, expenses (as they are incurred, including reasonable attorney's fees), liabilities, claims, and demands ("Losses") by third parties against Client in connection with this Agreement to the extent such claims arise out of BlackRock's gross negligence, fraud, or illegal acts, except to the extent such claims are attributable to Client's acts or omissions. Other than as set forth in the preceding sentence, BlackRock shall not be liable for any Losses in connection with this Agreement, even if arising out of its mistake in judgment, acts or omissions, or erroneous data or calculations. In no event shall either party be liable for any consequential, punitive, exemplary, incidental, or other indirect damages.
Limitations on Liability; Indemnity. No Member, its Representative or its Affiliates (an "Actor") shall be liable to the Company or the other Members for actions taken in good faith by the Actor in connection with the Company or its business; provided that the Actor shall in all instances remain liable for acts in breach of this Agreement or the Contribution Agreement which the Facilitator by Decision determines to be Performance Defaults or Major Defaults as and to the extent set forth in Section 8 hereof. The Company, its receiver or trustee shall indemnify, defend and hold harmless each Actor, to the extent of the Company's assets (without any obligation of any Member to make contributions to the Company to fulfill such indemnity), from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Actor in connection with the business of the Company, including without limitation attorneys' fees and costs incurred by the Actor in the settlement or defense of such claim; provided that no Actor shall be indemnified for claims based upon acts performed or omitted in breach of this Agreement or the Contribution Agreement which the Facilitator by Decision determines to be Performance Defaults or Major Defaults which are not cured within the Cure Period.
Limitations on Liability; Indemnity. (a) Subject to the limitations set forth herein and the provisions of subsection (c) below, (i) BlackRock shall indemnify Client against any and all losses, damages, costs, expenses (as they are incurred, including reasonable attorney’s fees), liabilities, claims, and demands (“Losses”) by third parties against Client in connection with this Agreement to the extent such claims arise out of BlackRock’s gross negligence, intentional misconduct, fraud, or illegal acts, except to the extent such claims are attributable to Client’s acts or omissions, and (ii) other than for claims that arise out of BlackRock’s gross negligence, intentional misconduct, fraud or illegal acts, BlackRock shall not be liable for any Losses in connection with this Agreement, even if arising out of its mistake in judgment, acts or omissions, or erroneous data or calculations. In no event shall either party be liable for any consequential, punitive, exemplary, incidental, or other indirect damages.
Limitations on Liability; Indemnity. 14.1. Nothing in this Agreement shall limit or exclude the liability of either party for losses arising out of or in connection with:
