Common use of Limits of Manager Responsibility Clause in Contracts

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above. The Manager, its directors, officers, shareholders and employees will not be liable to the Company, any subsidiary of the Company (including ICCC), the Unaffiliated Directors or the Company's or its subsidiary's stockholders for any acts performed by the Manager, its directors, officers, shareholders and employees in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries (including ICCC) shall reimburse, indemnify and hold harmless the Manager, its shareholders, directors, officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever in respect of or arising from any acts or omissions of the Manager, its shareholders, directors, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above. The Manager, its directors, officers, shareholders and employees will not be liable to the Company, any subsidiary of the Company (including ICCC)Company, the Unaffiliated Directors or the Company's or its subsidiary's stockholders for any acts performed by the Manager, its directors, officers, shareholders stockholders and employees in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries (including ICCC) subsidiary shall reimburse, indemnify and hold harmless the Manager, its shareholdersstockholders, directors, officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever in respect of or arising from any acts or omissions of the Manager, its shareholdersstockholders, directors, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above7(b) of this Agreement. The Manager, its directors, officers, shareholders stockholders and employees will not be liable to the Company, any subsidiary of the Company (including ICCC), the Unaffiliated Directors under or the Company's or its subsidiary's stockholders for any acts performed by the Manager, its directors, officers, shareholders and employees in accordance connection with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or and its subsidiaries (including ICCC) Subsidiaries shall reimburse, indemnify indemnify, defend and hold harmless the Manager, its shareholdersstockholders, directors, officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever whatsoever, (including attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its shareholdersstockholders, directors, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above7(b) of this Agreement. The Manager, its directors, officers, shareholders stockholders and employees will not be liable to the Company, any subsidiary of the Company (including ICCC)Subsidiary, the Unaffiliated Directors directors or the Company's or its subsidiaryany Subsidiary's stockholders or partners for any acts performed or omissions by the Manager, its directors, officers, shareholders and stockholders or employees under or in accordance connection with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries (including ICCC) any Subsidiary shall reimburse, indemnify and hold harmless the Manager, its shareholdersstockholders, directors, officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever whatsoever, (including attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its shareholdersstockholders, affiliates, directors, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above7(b) of this Agreement. The Manager, its directors, officers, shareholders stockholders and employees will not be liable to the Company, any subsidiary of the Company (including ICCC)Subsidiary, the Unaffiliated Directors or the Company's or its subsidiaryany Subsidiary's stockholders or partners for any acts performed or omissions by the Manager, its directors, officers, shareholders and stockholders or employees under or in accordance connection with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries (including ICCC) a Subsidiary shall reimburse, indemnify and hold harmless the Manager, its shareholdersstockholders, directors, officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever whatsoever, (including attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its shareholdersstockholders, directors, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above7(b) of this Agreement. The Manager, its directors, officers, shareholders stockholders and employees will not be liable to the Company, any subsidiary of the Company (including ICCC)Subsidiary, the Unaffiliated Independent Directors or the Company's or its subsidiaryany Subsidiary's stockholders or partners for any acts performed or omissions by the Manager, its directors, officers, shareholders and stockholders or employees under or in accordance connection with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries (including ICCC) a Subsidiary shall reimburse, indemnify and hold harmless the Manager, its shareholdersstockholders, directors, officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever whatsoever, (including attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its shareholdersstockholders, directors, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above. The Manager, its directorsmembers, officersmanagers, shareholders officers and employees will not be liable to the Company, any subsidiary of the Company (including ICCC)Company, the Unaffiliated Board of Directors or the Company's ’s or its subsidiary's ’s stockholders for any acts performed or omissions by the Manager, its directorsmembers, officersmanagers, shareholders and officers or employees under or in accordance connection with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries (including ICCC) shall reimburse, indemnify and hold harmless the Manager, its shareholdersmembers, directorsmanagers, officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, attorneys’ fees) in respect of or arising from any acts or omissions of the Manager, its shareholdersmembers, directorsmanagers, officers and employees made in good faith in the performance of the Manager's ’s duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above. The Manager, its directors, officers, shareholders stockholders and employees will not be liable to the Company, any subsidiary of the Company (including ICCC)Company, the Unaffiliated independent Directors or the Company's or its subsidiary's stockholders for any acts performed or omissions by the Manager, its directors, officers, shareholders and stockholders or employees under or in accordance connection with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries (including ICCC) shall reimburse, indemnify and hold harmless the Manager, its shareholdersstockholders, directors, officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its shareholdersstockholders, directors, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above7(b) of this Agreement. The Manager, its directors, officers, shareholders stockholders and employees will not be liable to the Company, any subsidiary of the Company (including ICCC)Subsidiary, the Unaffiliated Directors or Independent Directors, the Company's stockholders or its subsidiaryany of the Company's Subsidiaries' stockholders or partners for any acts performed or omissions by the Manager, its directors, officers, shareholders and stockholders, or employees under or in accordance connection with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or and its subsidiaries (including ICCC) Subsidiaries shall reimburse, indemnify indemnify, defend and hold harmless the Manager, its shareholdersstockholders, directors, officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever whatsoever, (including attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its shareholdersstockholders, directors, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 Subsection 8(b) above. The Manager, its directors, officers, shareholders and employees will not be liable to the Company, any subsidiary of the Company (including ICCC)Subsidiary, the Unaffiliated Directors of the Company or the Company's or its subsidiaryany Subsidiary's stockholders shareholders for any acts performed by the Manager, its directors, officers, shareholders and or employees in accordance with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries (including ICCC) any Subsidiaries, as applicable, shall reimburse, indemnify and hold harmless the Manager, its shareholders, directors, officers and or employees of for and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever in respect of or arising from any acts or omissions of the Manager, its shareholders, directors, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above. The Manager, its directors, officers, shareholders and employees will not be liable to the Company, Company or any subsidiary of the Company (including ICCC)subsidiary, the Unaffiliated Board of Directors or the Company's ’s or its any subsidiary's stockholders ’s shareholders for any acts performed or omissions by the Manager, its directors, officers, shareholders and or employees under or in accordance connection with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or its subsidiaries (including ICCC) shall reimburse, indemnify and hold harmless the Manager, its shareholders, directors, officers officers, shareholders and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including, without limitation, attorneys’ fees) in respect of or arising from any acts or omissions of the Manager, its shareholders, directors, officers officers, shareholders and employees made in good faith in the performance of the Manager's ’s duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.

Limits of Manager Responsibility. (a) The Manager assumes no -------------------------------- responsibility under this Agreement other than to render the services called for hereunder in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Manager, including as set forth in Section 5 above7(b) of this Agreement. The Manager, its directors, officers, shareholders stockholders and employees will not be liable to the Company, any subsidiary of the Company (including ICCC)Subsidiary, the Unaffiliated Directors or Independent Directors, the Company's stockholders or its subsidiaryany of the Company's Subsidiaries' stockholders or partners for any acts performed or omissions by the 7 Manager, its directors, officers, shareholders and stockholders or employees under or in accordance connection with this Agreement, except by reason of acts or omissions constituting bad faith, willful misconduct, gross negligence or reckless disregard of their duties. The Company or and its subsidiaries (including ICCC) Subsidiaries shall reimburse, indemnify indemnify, defend and hold harmless the Manager, its shareholdersstockholders, directors, officers and employees of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever whatsoever, (including attorneys' fees) in respect of or arising from any acts or omissions of the Manager, its shareholdersstockholders, directors, officers and employees made in good faith in the performance of the Manager's duties under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties.,