No Liability; Indemnity. Neither the General Partner nor any of its officers, directors, employees or agents shall be liable, responsible or accountable to the Partnership or any Partner for any act or omission performed or omitted pursuant to the authority granted to it hereunder or by law, or for any claim, loss, cost, damage, liability, demand or expense (including, without limitation, attorneys' fees), resulting from the performance of their duties hereunder in accordance with the requirements of this Agreement; provided, however, that any such Person shall be liable, accountable and responsible for their willful misconduct. The Partnership shall indemnify the General Partner, its officers, directors, employees and agents and hold them harmless from any claim, loss, cost, damage, liability, demand or expense (including, without limitation, attorneys' fees and disbursements), incurred or sustained by them by reason of any act performed by them, or any omission by them for or on behalf of the Partnership and in furtherance of its interest, consistent with the requirements of this Agreement, but this indemnity shall not require the Partners to make any Capital Contribution therefor; provided, however, such indemnity shall not extend to the willful misconduct of any such Person.
No Liability; Indemnity. (a) Subject to Section 4.02(c), Provider and the members of its Group shall have no Liability with respect to the furnishing of the Services or arising from or related to this Agreement except to the extent resulting from Provider’s (or a member of its Group’s) gross negligence, willful misconduct or willful breach.
No Liability; Indemnity. EXCEPT TO THE EXTENT OF THE SERVICE PARTIES' EXPENDITURES AND LIABILITIES ASSUMED BY THE SERVICE PARTIES PURSUANT TO THE MASTER SERVICE AGREEMENT OR ENGAGEMENT LETTER, AS APPLICABLE, THE SERVICE PARTIES SHALL NEVER BE RESPONSIBLE FOR ANY PART OF THE COSTS, EXPENSES OR LIABILITIES INCURRED IN CONNECTION WITH:
No Liability; Indemnity. In the exercise of the powers herein granted to Agent, no liability shall be asserted or enforced by Assignor against Agent, all such liability being hereby expressly waived and released by Assignor except for claims resulting from the gross negligence or willful misconduct of Administrative Agent. Assignor shall indemnify, defend and hold Agent harmless against and from all liability, loss, damage and expense (including reasonable attorney’s fees and disbursements), which Agent may or shall incur or be subject to by reason of this Assignment, by reason of any act or omission of Assignor under any of the Contracts, or by reason of any action taken in good faith by Agent hereunder, and against and from any and all claims and demands whatsoever which may be asserted against Agent by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants and conditions contained in the Contracts. Should Agent incur any such liability, loss, damage or expense, the amount thereof (including reasonable costs and expenses, reasonable attorneys’ fees and expenses actually incurred), together with interest thereon at the default rate of interest set forth in Section 2.9(5) of the Credit Agreement, shall be secured hereby and by the other Security Instruments and all other Loan Documents and shall be payable by Assignor to Agent immediately upon demand.
No Liability; Indemnity. 13 Section 6.5 RELIANCE BY THIRD PARTIES..............................14
No Liability; Indemnity. (a) Depository Bank shall not be liable to any party hereto or to any other person or entity for any claim, cause of action, judgment, cost, damage, liability, loss, damage or expense (including attorney’s fees) (collectively, “Liabilities”) arising out of or in any way related to the Deposit Account, any Collateral, this Agreement or any transaction conducted or service provided by Depository Bank pursuant to this Agreement, other than Liabilities caused by the gross negligence or willful misconduct of Depository Bank.
No Liability; Indemnity. 25 25. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
No Liability; Indemnity. 25 23. COUNTERPARTS.........................................................26 EXHIBITS
No Liability; Indemnity. (a) Neither Georgia Power nor its agent shall have any liability to Oglethorpe Power or any other person or entity for any losses, costs, liabilities, damages or expenses (including without limitation attorneys' fees and expenses) of any kind incurred or suffered pursuant to, as a result of, or in connection with any action taken by or at the direction of Georgia Power under this Article XIII, except for losses, costs, liabilities, damages or expenses (including without limitation attorneys' fees and expenses) resulting directly from actions taken by or directions given by Georgia Power that are in violation of this Article XIII and that are not Prudent Utility Practice or resulting directly from willful misconduct of Georgia Power or its agent.
No Liability; Indemnity. No Member shall have any personal liability for the repayment of the Capital Contribution of any Member. No Member shall be liable, responsible or accountable to the Company or any Member for any act or omission performed or omitted pursuant to the authority granted to it hereunder or by law, or for any claim, loss, damage, liability or expense (including without limitation, attorneys’ fees), resulting from the performance of its duties hereunder except in the case of gross negligence or bad faith. The Company shall indemnify the Manager and any Member and hold it harmless from any claim, loss, damage, liability or expense (including without limitation, attorneys’ fees), incurred or sustained by it by reason of any act performed by it or any omission by it for or on behalf of the Company, except in the case of gross negligence or bad faith, consistent with the requirements of Sections 5.1 and 5.5, but this indemnity shall not require the Members to make any Capital Contribution therefor.
