Limited Liability; Indemnity. Participant A and any director, officer, employee or agent thereof shall be indemnified and held harmless by each of Participant B and Participant C on a pro rata basis according to its Pro Rata Share against any claim, action, suit, damage, loss, liability, cost or expense incurred (including reasonable attorneys' fees, in connection with any claim, action, suit, investigation or proceeding and any expense for which Participant A has not been reimbursed by Borrower) arising out of or relating to this Agreement, Participant A's performance hereunder, or any specific action which Participant A performs pursuant to this Agreement, as such are incurred, except for any loss, liability or expense incurred by reason of Participant A's willful misconduct, bad faith or gross negligence. Notwithstanding the exception set forth in the preceding sentence, in the event that Participant A sustains any loss, liability or expense by reason of such exception and which results from any overcharges to Borrower under the Loan, to the extent that such overcharges were collected by Participant A and remitted to Participant B and/or Participant C, such Participant shall promptly remit such overcharge to Borrower after receipt of written notice regarding such overcharge. In the case of any matter indemnified hereunder, Participant A shall, upon prior notice to each of Participant B and Participant C, be indemnified first from amounts available to be distributed to Participant B and/or Participant C, as applicable, and then from Participant B and/or Participant C, as applicable, in accordance with its Pro Rata Share. No Participant shall have any liability to the other Participant with respect to their respective Participation Interests, except with respect to acts or omissions caused by or resulting from the gross negligence or willful misconduct of such Participant. The provisions of this Section shall survive any termination of the rights and obligations of Participant A hereunder.
Limited Liability; Indemnity. Any instruction provided to Gemini under this Addendum shall be in a form and manner acceptable to us. You and your Financial Advisor each acknowledge and agree (i) that we shall not incur any liability for executing instructions under this Addendum and (ii) to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorneys fees, or damages associated with our compliance with any such instruction, in each case that any of us reasonably believe in good faith to be valid.
Limited Liability; Indemnity. A. Customer agrees that Banc is not responsible for: (i) any degradation to the quality or performance of the Services described in the Master Agreement and applicable Service Descriptions as a result of Customer choosing to use SFTP to transmit SFTP Push Data and access SFTP Pull Data; and (ii) for any corruption or degradation of SFTP Data, or the theft or interception by a third party of SFTP Data or any other information, transmitted between Customer and Banc. Banc is also not responsible for Banc, Customer or Agent’s action or inaction including but not limited to: (A) any error introduced or caused by Banc, Customer or Agent; (B) Banc, Customer, or Agent’s performance; and (C) the security of SFTP Data resident on Banc’s or Customer or Agent’s server or other data base (including backup). The foregoing shall be true notwithstanding that Banc has provided Schedule 1 to Customer or reviewed or requested changes to SFTP program or any associated documents, policies or procedures used by Customer, Agent or Banc. As between the parties, Xxxx’s sole obligation is to perform consistent with Banc’s obligations under the Master Agreement and applicable Service Descriptions. Banc makes no representation or warranty regarding SFTP or SFTP Data. Without limiting the foregoing, Customer shall establish, implement and maintain procedures by which Customer may in a timely manner verify and confirm that: (i) each SFTP Push Data provided to Banc is received by the Banc and correctly processed by Banc without error; and (ii) each SFTP Pull Data access by Customer from Banc accurately represents the anticipated data, is complete and accurate.
Limited Liability; Indemnity. With regard to the services to be performed by ECCU, neither ECCU nor its employees or agents shall be liable to MPIC, or to anyone who may claim any right due to his/her relationship with MPIC, for any acts or omissions in the performance of said services except when said acts or omissions are due to willful misconduct or gross negligence of ECCU or its employees or agents (but not Assigned Employees). ECCU agrees to indemnify, hold harmless and protect MPIC, its affiliated entities, their respective officers, directors, managers and representatives from and against any and all claims, demands, damages, costs, expenses, losses, claims, demands, damages, costs, expenses, losses and liabilities (but not lost profits, consequential damages, goodwill, business interruption or loss of business) arising out of the grossly negligent or willful failure of any non-Assigned Employees employed by ECCU to comply with applicable worker’s compensation, withholding, payroll tax or ERISA laws, the failure of ECCU to comply with any other administrative duty or responsibility assumed by ECCU in this Agreement, or where any action is taken by MPIC in compliance with a written ECCU policy, written procedure, or written direction which is illegal under applicable local, state or federal law. MPIC shall indemnify, defend and hold ECCU, its employees and agents free and harmless from any obligations, costs, claims, judgments, attorneys' fees and all other damages and expenses (but not lost profits, consequential damages, goodwill, business interruption or loss of business) arising from (a) the services performed pursuant to this Agreement or in any way connected with said services performed by MPIC, the actions of any Assigned Employees, vendor or contractor engaged by MPIC under this Agreement, (b) MPIC’s failure to comply with all federal, state and local laws, regulations and ordinances applicable to MPIC as an employer or MPIC’s business operations, or (c) MPIC’s breach of any provision of this Agreement, except when same results from willful misconduct of ECCU and ECCU (but not Assigned Employees) is adjudged guilty of willful misconduct by a competent court or arbitrator having jurisdiction over the matter. This limited liability and indemnity provision shall survive termination of this Agreement.
