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. 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:
(A) THE EXPLORING, DEVELOPING, OPERATING, OWNING, MAINTAINING, REWORKING OR RECOMPLETING OF THE EVALUATION WELLS OR ANY PROJECT WELL, THE PHYSICAL CONDITION OF THE CONTRACT AREA, OR THE HANDLING, TREATING OR TRANSPORTING OF HYDROCARBONS PRODUCED FROM THE CONTRACT AREA (INCLUDING ANY COSTS, EXPENSES, LOSSES OR LIABILITIES RELATED TO VIOLATION OF AN ENVIRONMENTAL LAW OR OTHERWISE RELATED TO DAMAGE TO OR REMEDIATION OF THE ENVIRONMENT, WHETHER THE SAME ARISE OUT OF A SERVICE PARTY'S LIEN ON ANY PROPERTY OR OUT OF THE ACTIONS OF IOGW OR THE SERVICE PARTIES OR OF THIRD PARTIES OR ARISE OTHERWISE), OR
(B) THE FAILURE BY IOGW TO HAVE GOOD AND DEFENSIBLE TITLE TO THE PROJECT WELLS AS SET FORTH IN ARTXXXX 14.2, FREE AND CLEAR OF ALL BURDENS, ENCUMBRANCES, LIENS AND TITLE DEFECTS (INCLUDING ANY COSTS, EXPENSES, LOSSES OR LIABILITIES SUFFERED BY THE SERVICE PARTIES AS A RESULT OF ANY CLAIM THAT ANY SERVICE PARTY MUST DELIVER OR PAY OVER TO ANY PERSON ANY PART OF THE PROCEEDS OF HYDROCARBON PRODUCTION THEREOF AT ANY TIME PREVIOUSLY RECEIVED OR THEREAFTER TO BE RECEIVED BY ANY SERVICE PARTY), AND IOGW AGREES TO INDEMNIFY AND HOLD THE SERVICE PARTIES HARMLESS FROM AND AGAINST ALL COSTS, EXPENSES, LOSSES AND LIABILITIES INCURRED BY THE SERVICE PARTIES IN CONNECTION WITH ANY OF THE FOREGOING OR THIS AGREEMENT, OR THE TRANSACTIONS AND EVENTS (INCLUDING THE ENFORCEMENT OR DEFENSE THEREOF OR HEREOF) AT ANY TIME ASSOCIATED WITH OR CONTEMPLATED IN ANY OF THE FOREGOING. SUCH INDEMNITY SHALL ALSO COVER ALL REASONABLE COSTS AND EXPENSES OF THE SERVICE PARTIES, INCLUDING REASONABLE LEGAL FEES AND EXPENSES, WHICH ARE INCURRED INCIDENT TO THE MATTERS INDEMNIFIED AGAINST. AS USED IN THIS ARTICLE 24, "SERVICE PARTY" MEANS EACH SERVICE PARTY AND ITS' SUCCESSORS AND ASSIGNS, ALL OF THEIR RESPECTIVE AFFILIATES, AND ALL OF THE OFFICERS, DIRECTORS, AGENTS, BENEFICIARIES, TRUSTEES, ATTORNEYS AND EMPLOYEES OF THEMSELVES AND THEIR AFFILIATES. THE FOREGOING INDEMNITY SHALL APPLY WHETHER OR NOT ARISING OUT OF THE SOLE, --------------------------------------------------------------------------- JOINT OR CONCURRENT NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY SERVICE -------------------------...
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.
(b) Recipient agrees to indemnify and hold Provider, the members of the Parent Group and their respective employees, agents, officers and directors (each, a “Provider Indemnitee”) harmless from and against any and all Losses of any Provider Indemnitee arising out of, in connection with or by reason of the provision of any Services to Recipient or the members of its Group pursuant to this Agreement or any breach of this Agreement by Recipient or any member of its Group, in each case regardless of whether due or alleged to be due to the negligence of Provider or any member of its Group or any Third-Party Service Provider, except to the extent such Losses are caused by gross negligence, willful misconduct or willful breach of Provider or any member of its Group.
(c) Provider agrees to indemnify and hold Recipient, the members of its Group and all of their respective employees, agents, officers and directors (each, a “Recipient Indemnitee”) harmless from and against any Losses arising out of, in connection with or by reason of the provision of the Services or any breach of this Agreement solely to the extent that it is determined by a court of competent jurisdiction in a final and non-appealable judgment or order that Provider’s (or the applicable member of its Group’s) actions in respect of such Losses constitute gross negligence, willful misconduct or willful breach of this Agreement.
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. (a) In the exercise of the powers herein granted to Assignee, no liability shall be asserted or enforced by Assignor against Assignee, all such liability being hereby expressly waived and released by Assignor except for claims resulting from the gross negligence or willful misconduct of Assignee. Assignor shall indemnify, defend and hold Assignee harmless against and from all liability, loss, damage and expense (including reasonable attorney’s fees and disbursements), which Assignee 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 Contract Documents, or by reason of any action taken in good faith by Assignee hereunder, and against and from any and all claims and demands whatsoever which may be asserted against Assignee 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 Contract Documents, Additional Contracts or otherwise with respect to the Collateral. Should Assignee 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 Assignee immediately upon demand.
(b) Without limiting any other indemnification obligations hereunder, Assignor shall indemnify and hold Assignee harmless from any loss, liability, cost, expense and/or claim (including without limitation the cost of any fines, remedial action, damage to the environment and cleanup and the fees of experts and reasonable attorneys fees) of or against Assignee arising from (i) the use, presence, generation, storage, release or disposal of any Hazardous Materials in, on, under, over, from or affecting the Collateral or the Project or the transport of any Hazardous Materials to or from the Project; and (ii) the violation of any law relating to industrial hygiene or environmental conditions in connection with the Collateral or the Project, including soil and ground water conditions and USTs; and (iii) the breach of any of the representations, warranties and covenants of Assignor with respect to Hazardous Materials set forth in this Assignment. Assignee shall have the right to approve ...
No Liability; Indemnity. 13 Section 6.5 RELIANCE BY THIRD PARTIES..............................14
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.
(b) Oglethorpe Power hereby indemnifies and holds Georgia Power and its agent harmless from and against any and all losses, costs, liabilities, damages and expenses (including without limitation attorneys' fees and expenses) of any kind incurred or suffered by Georgia Power or its agent pursuant to, as a result of or in connection with Oglethorpe Power's performance or nonperformance under Section 13.4, including, but not limited to, any action taken by or at the direction of Georgia Power under Section 13.4, 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 not Prudent Utility Practice or from willful misconduct of Georgia Power or its agent.
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.
(b) Customer shall indemnify and hold harmless Depository Bank and its affiliates, and the directors, officers, employees and agents of any of them, from and against any and all Liabilities asserted against them arising directly or indirectly from or in connection with 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 or such indemnified party.
(c) In no event will Depository Bank be liable for any lost profits or for any incidental, special, consequential or punitive damages, whether or not Depository Bank knew of the possibility of such damages. Depository Bank’s substantial compliance with its standard procedures for provision of the services required under this Agreement shall be deemed to constitute the exercise of ordinary care.
(d) Depository Bank shall not be liable under this Agreement for interruption of services under this Agreement or losses or delays resulting from force majeure or failure or malfunction of computer, electronic, communication or other services.
No Liability; Indemnity. 25 23. COUNTERPARTS.........................................................26 EXHIBITS
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.
