Common use of Negligence or Misconduct Clause in Contracts

Negligence or Misconduct. No Indemnifying Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Indemnified Party if a court of competent jurisdiction has made a final, non-appealable finding, that a Claim (and related expenses) has resulted primarily from such Indemnified Party’s gross negligence or willful misconduct, such that the relevant losses or costs would not be indemnifiable or reimbursable under the Delaware Limited Liability Company Act, if such action was taken by the managers of a Delaware limited liability company.

Negligence or Misconduct. No Indemnifying Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Indemnified Party that is a prior officer or director of Xxxxxx pursuant to this Agreement, if a court of competent jurisdiction has made a final, non-appealable finding, that a Claim (and related expenses) has resulted primarily from such Indemnified Party’s gross negligence or willful misconduct, such that the relevant losses or costs would not be indemnifiable or reimbursable under the Delaware Limited Liability Company Act, DGCL if such action was taken by the managers a Board of Director member of a Delaware limited liability companycorporation.

Negligence or Misconduct. No Indemnifying Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Indemnified Party that is a prior officer or director of WPS pursuant to this Agreement, if a court of competent jurisdiction has made a final, non-appealable finding, that a Claim (and related expenses) has resulted primarily from such Indemnified Party’s gross negligence or willful misconduct, such that the relevant losses or costs would not be indemnifiable or reimbursable under the Delaware Limited Liability Company Act, DGCL if such action was taken by the managers a Board of Director member of a Delaware limited liability companycorporation.