Limited Liability and Indemnification. Section 7.01.
Limited Liability and Indemnification. Section 1. Limited warranties
Limited Liability and Indemnification. Section 7.01. Limited Liability of a Provider 11 Section 7.02. Additional Limitation on Liability 12 Section 7.03. Indemnification of Each Provider by the Relevant Recipient 12 Section 7.04. Indemnification of Each Recipient by the Relevant Provider 13 Section 7.05. Notification of Claims 13 Section 7.06. Exclusive Remedies 14 Section 7.07. Additional Indemnification Provisions 14 Section 7.08. Liability for Payment Obligations 15 Section 7.09. Specific Performance 15 Section 7.10. Mitigation 15 DISPUTE RESOLUTION Section 8.01. Dispute Resolution 15
Limited Liability and Indemnification. (a) The parties hereto agree that the Administrative Agent shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable attorneys’ fees (“Losses”) incurred by or asserted against any party hereto in connection with any action taken or omitted to be taken by Administrative Agent pursuant to this Indenture Supplement, except those Losses arising out of the gross negligence or willful misconduct of the Administrative Agent. In no event shall the Administrative Agent be liable for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Indenture Supplement.
(b) PMC and the Issuer agree to indemnify and hold harmless the Administrative Agent and its affiliates and its and their respective officers, directors, employees, agents and controlling persons (each, an “Indemnified Person”) from and against any and all Losses to which any such Indemnified Person may become subject arising out of or in connection with any action taken or omitted to be taken by Administrative Agent pursuant to this Indenture Supplement, or any claim, litigation, investigation or proceedings relating to the foregoing regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse such Indemnified Persons for any reasonable legal or other expenses as and when they are incurred in connection with investigating, responding to or defending any of the foregoing; provided, that, neither PMC nor the Issuer shall indemnify any Indemnified Person for those Losses arising out of the gross negligence or willful misconduct of any Indemnified Person. The provisions of this Section 21 shall survive the termination of this Indenture Supplement
(c) Any indemnification paid by the Issuer under this Section 21 shall be considered an Administrative Expense (as defined in the Base Indenture).
Limited Liability and Indemnification. No Member or Manager shall have any liability for the obligations of the Company, except to the extent required by law. To the maximum extent authorized by law, the Company shall indemnify any Person from any loss, damage, claim or liability incurred by him, her or it as a result of any act or failure to act (other than as a result of fraud, gross negligence or willful misconduct) performed or not performed by such Person as a Member, Manager, employee, agent or representative of the Company, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred.
Limited Liability and Indemnification. To the maximum extent permitted by law, Participant shall release, indemnify, defend and hold harmless AECOM, its employees, officers, trustees, agents, and affiliates from and against any loss, claims, costs or other liabilities or damages (including reasonable attorneys’ fees) arising from or related in any way to the AECOM Hackathon.
Limited Liability and Indemnification. 12.1. THE CUMULATIVE LIABILITY OF CAE HEALTHCARE FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE MAINTENANCE/WARRNATY FEES PAID TO CAE HEALTHCARE WITHIN THE PRIOR YEAR. CAE HEALTHCARE WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES FOR ANY BREACH OF WARRANTY OR ANY DAMAGES FOR NEGLIGENCE OR FOR THE COST OF REMOVAL, TRANSPORTATION OR REINSTALLATION OF DEFECTIVE OR REPLACEMENT GOODS.
12.2. Customer shall indemnify, and hold CAE Healthcare, its affiliates, agents, and employees from and against any liability, claim, demand, loss, damage, cost, expense arising out of or in connection with the negligent acts of the Customer while CAE Healthcare is located on Customer’s premises. Customer agrees that it shall not settle any claim, action, or proceeding without first obtaining CAE Healthcare's prior written consent.
Limited Liability and Indemnification. Our certificate of incorporation eliminates the personal liability of our directors for monetary damages arising from a breach of their fiduciary duty as directors to the fullest extent permitted by Delaware law. This limitation does not affect the availability of equitable remedies, such as injunctive relief or rescission. Our certificate of incorporation requires us to indemnify our directors and officers to the fullest extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law. Under Delaware law, we may indemnify our directors or officers or other persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because the person is or was our director, officer, employee or agent, if we determine that the person: ● conducted himself or herself in good faith, reasonably believed, in the case of conduct in his or her official capacity as our director or officer, that his or her conduct was in our best interests, and, in all other cases, that his or her conduct was at least not opposed to our best interests; and ● in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. These persons may be indemnified against expenses, including attorney’s fees, judgments, fines, including excise taxes, and amounts paid in settlement, actually and reasonably incurred, by the person in connection with the proceeding. If the person is found liable to the corporation, no indemnification will be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity in an amount that the court will establish. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us under the above provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. The size and nature of the trading market for our securities has been sporadic and subject to fluctuations. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of our Common Stock. There can be no assurance that a more active market for our Common Stock will develop, or if one should develop, there is no assurance that it will be sustained. This severely limits the liquidity...
Limited Liability and Indemnification. Section 7.01. Consequential and Other Damages 14 Section 7.02. Limitation of Liability 14 Section 7.03. Obligation To Reperform; Liabilities 14 Section 7.04. Release and Recipient Indemnity 15 Section 7.05. Provider Indemnity 15 Section 7.06. Indemnification Procedures 15 Section 7.07. Liability for Payment Obligations 15 Section 7.08. Exclusion of Other Remedies 15 Section 7.09. Confirmation 15
Limited Liability and Indemnification. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member, nor any employee or agent of the Company shall be obligated personally for any such debt, obligation or liability of the Company, or for any debt, obligation or liability of any other member, employee or agent of the Company, solely by reason of being a member or acting as a manager, employee or agent of the Company.
