RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the Administrator, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties.
(b) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder except as hereinafter set forth. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund or its security holders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, gross negligence in the performance of its duties on behalf of the Fund, reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law.
(c) Except as may otherwise be provided by applicable law, neither the Administrator nor its stockholders, officers, directors, employees or agents shall be subject to, and the Fund shall indemnify and hold such persons harmless from and against, any liability for and any damages, expenses or losses incurred by reason of the inaccuracy of information furnished to the Administrator by the Fund or its authorized agents or in connection with any error in judgment or mistake of law or any act or omission in the course of, connected with or arising out of any services to be rendered hereunder, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, by reason of reckless disregard of the Administrator's obligations and duties under this Agreement or the willful violation of any applicable law.
RESPONSIBILITY AND INDEMNIFICATION. The Company will exercise its best judgment in the conduct of all matters arising under this Subscription Agreement. The undersigned acknowledges that he understands the meaning and legal consequences of the representations and warranties contained herein, and he hereby agrees to indemnify and hold harmless the Company, its officers, directors, shareholders and employees, and any of their affiliates and their officers, directors, shareholders and employees, or any professional advisor or entity thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees, to which said entities and persons may be put or which they may incur by reason of, or in connection with, any misrepresentation made by the Investor, any breach of any of his warranties, or his failure to fulfill any of his covenants or agreements under this Subscription Agreement.
RESPONSIBILITY AND INDEMNIFICATION. In providing services pursuant to this Agreement, PFPC shall exercise reasonable care, prudence and diligence (such as a person having responsibility for the safekeeping of Foreign Assets would exercise). PFPC will indemnify a Fund with respect to the services set forth in this Agreement for the losses, liabilities and expenses suffered by the Fund as a result of PFPC's (a) failure to exercise such reasonable care, prudence and diligence (such as a person having responsibility for the safekeeping of Foreign Assets would exercise), and (b) willful misfeasance, bad faith, negligence or reckless disregard in carrying out its duties and obligations under this Agreement, provided that in no event will PFPC be liable to a Fund for any indirect, special or consequential losses or damages (regardless of whether PFPC was aware of the possibility thereof). Each Fund will indemnify PFPC for losses, liabilities and expenses suffered by PFPC with respect to the matters set forth in this Agreement, except that a Fund will not indemnify PFPC for such losses, liabilities and expenses arising out of PFPC's (a) failure to exercise reasonable care, prudence and diligence (such as a person having responsibility for the safekeeping of Foreign Assets would exercise) in providing services to such Fund under this Agreement, or (b) willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations in providing services to such Fund under this Agreement, provided that in no event will the Fund be liable for any indirect, special or consequential losses or damages (regardless of whether the Fund was aware of the possibility thereof).
RESPONSIBILITY AND INDEMNIFICATION. If a claim is made against Purchaser that goods furnished by Seller are defective in any respect or infringe on the intellectual or other rights of any other person, and bodily injury, property damage or economic loss is alleged to have resulted, Seller agrees to indemnify, hold harmless, and defend Purchaser, its agents, directors, officers, and employees, from any and all claims, expenses, costs (including legal fees), settlements, and judgments arising out of or due to such bodily injury, property damage or economic loss, as are caused or result from such claim, except where such bodily injury, property damage, or economic loss is due to the sole negligence of the Purchaser. Seller agrees to indemnify, hold harmless, and defend Purchaser, its agents, directors, officers, and employees, from any and all claims, expenses, costs (including legal fees), settlements, and judgments arising out of or resulting directly or indirectly from Seller’s delay in furnishing documents required in support of the Country of Origin of the goods and any FTA duty free claims and from any errors or omissions contained in FTA certificates of origin or other documentation related to the goods’ Country of Origin provided by Seller, including any fines, penalties, or lost duty savings opportunities. All work to be performed by Seller hereunder shall be performed entirely at the risk of Seller and Seller shall defend, indemnify, and hold harmless Purchaser, its agents, servants, representatives, independent contractors, and employees from and against any and all loss (including, without limitation, loss of use), liability, damage, claims, demands, actions, and/or proceedings and all costs and expenses connected with any thereof (including, without limitation, legal fees) of whatsoever nature on account of any and all damage to or loss or destruction of any property (including, without limitation, property of Purchaser), or injury to or death of any person (including, without limitation, employees of Seller and Purchaser) arising directly or indirectly out of or in connection with the performance of Seller of such work. Without limiting the generality of the foregoing, Xxxxxx agrees to indemnify and hold Purchaser harmless from and against all claims and liens of any and all persons based upon the furnishing of labor and/or materials in connection with the goods furnished here.
RESPONSIBILITY AND INDEMNIFICATION. 23.1 The Lessor and/or the managing company and whoever acts in their name or on their behalf shall not be responsible, in any way, to any damage and/or expense incurred by the Lessee and/or whoever acts on its behalf and/or to its business and/or to its property, including, and without derogating the generality of the provision, damage or loss caused by the entry of the Lessor and/or the managing company or whoever acts on their behalf to the leased premises for a purpose of the purposes detailed in this agreement, unless the damage is caused due to the negligence of the Lessor or the managing company or their employees towards the Lessee.
23.2 To remove any doubt and without derogating the aforementioned in clause 23.1 above, it is clarified that the Lessor and/or the managing company and whoever acts in their name or on their behalf shall not assume any responsibility and/or any liability for any body injury and/or loss and/or damage to property of any kind, incurred by the Lessee and/or its employees and/or whoever acts on its behalf, including, and without derogating the generality of the provision, by employees, agents, contractors, clients, visitors and/or any other person present at the leased premises or in another area held by the Lessee or the Lessor, except under circumstances detailed in clause 23.1 above.
23.3 The Lessee alone shall assume responsibility for all loss and/or damage and/or expense caused to the leased premises and/or the project and/or to the contents thereof and/or to any person and/or corporation and/or the Lessor and/or the managing company and/or to whoever acts on their behalf and/or to any third party, resulting from the operation of the business of the Lessee in the leased premises and/or from its possession of and/or use of the leased premises and/or from leasing it and/or by any action or default of the Lessee or whoever acts on its behalf.
23.4 The Lessee undertakes to compensate and/or indemnify the Lessor and/or the managing company in respect with any damage and/or expense they are committed to pay or forced to pay or paid in respect with any damage and/or expense for which the Lessee is responsible pursuant to the provisions of this agreement.
23.5 The Lessee undertakes to compensate and/or indemnify the Lessor and/or the managing company in respect with any damage and/or expense they incur in respect with a claim filed against them, a civil case or a criminal action and due to the need to set a defense against su...
RESPONSIBILITY AND INDEMNIFICATION. All work to be performed by Seller hereunder and all goods and/or services to be furnished or rendered shall be performed, furnished or rendered entirely at the risk of Seller and Seller shall defend, indemnify and hold harmless Purchaser its affiliates, subsidiaries or parent corporation, their divisions, agents, servants, representatives, and employees, respectively from and against any and all loss (including without limitation, loss of use) liability, claims demands, action and/or expenses connected with any thereof (including without limitation, attorney’s fees) or whatsoever nature on account of any and all damages to or loss or destruction of any property (including property of Purchaser) or injury or death of any person (including without limitation, employees of Purchaser) arising directly or indirectly out of, or in connection with the performance of work, furnishing of goods or rendering of services by Seller hereunder. Without limiting the generality of the foregoing. Xxxxxx agrees to indemnify and hold Purchaser harmless from and against all claims and liens of any and all persons based upon furnishing or labor and/or materials in connection with the goods sold and/or services rendered by Seller hereunder.
RESPONSIBILITY AND INDEMNIFICATION. 19.1 The Supplier is solely responsible for the quality of the services that it provides. The Company's approval for the services in whole or in part, does not exempt the Supplier from its full professional responsibility and, confirmation as aforementioned, does not impose any liability on the Company relating to the quality of the services.
19.2 Without derogating from any other instruction in the Agreement and/or in any law, the Supplier shall be solely responsible for any loss, injury, damage or financial loss of any kind caused to the Company (including to any of its employees and/or the Ministry of Transport and/or the State of Israel) or to any third party, during and/or in relation to providing the services and/or as a result of any act and/or omission of the Supplier and/or anyone on its behalf.
19.3 Without derogating from any other instruction in this Agreement and/or in any law, the Supplier undertakes to indemnify the Company immediately upon its first demand for any claim and/or allegation filed against the Company due to any loss, injury, damage or financial loss as aforementioned in Section 19.2, and for any expenses incurred by the Company or which it may bear, in relation to the aforementioned (including court expenses and legal fees), all without derogating from the Company’s rights pursuant to the Agreement and/or to any law for any other relief or remedy. The Company shall inform the Supplier as soon as possible of receipt of a claim and enable it to participate in its defense against it.
19.4 The provisions in this section shall not exempt the Supplier from the obligations imposed on it, in the performance of its work pursuant to any law. Their content must not be interpreted as the Company’s waiver of any right or remedy legally imparted on it.
19.5 The provisions in this section and all its subsections are fundamental to the Agreement and any breach hereof will be perceived as a fundamental breach of the Agreement.
RESPONSIBILITY AND INDEMNIFICATION. No member of the Board of Directors or any committee thereof shall be liable to the Corporation, you or any third party for any action or determination made in good faith with respect to this Agreement and the Award hereunder, or for any matter as to which the Corporation's articles of incorporation or code of regulations, or any valid contract between the Corporation and such member, limits or negates the liability of Directors. Such members shall be entitled to indemnification and reimbursement in the manner provided in the Corporation's articles of incorporation and code of regulations, in any valid contract between the Corporation and such member, and under any directors' and officers' liability insurance coverage which may be in effect from time to time.
RESPONSIBILITY AND INDEMNIFICATION. The Company will exercise its best judgment in the conduct of all matters arising under this Subscription Agreement. The undersigned acknowledges that he understands the meaning and legal consequences of the representations and warranties contained herein, and he hereby agrees to indemnify and hold harmless the Company, its officers, directors, shareholders and employees, and any of their affiliates and their officers, directors, shareholders and employees, or any professional advisor or entity thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees, to which said entities and persons may be put or which they may incur by reason of, or in connection with, any misrepresentation made by the Investor, any breach of any of his warranties, or his failure to fulfill any of his covenants or agreements under this Subscription Agreement. The Company hereby agrees to indemnify and hold harmless the undersigned, its officers, directors, managers, shareholders, members, partners and employees, and any of their affiliates and their officers, directors, managers, shareholders, members, partners and employees, or any professional advisor or entity thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees, to which said entities and persons may be put or which they may incur by reason of, or in connection with, any misrepresentation made by the Company, any breach of any of his warranties, or his failure to fulfill any of his covenants or agreements under this Subscription Agreement.
RESPONSIBILITY AND INDEMNIFICATION. The Investor acknowledges that the Investor understands the meaning and legal consequences of the representations and warranties contained herein, and the Investor hereby agrees to indemnify and hold harmless the Company, its officers, directors, shareholders and employees, and any of their affiliates and their officers, directors, shareholders and employees, or any professional advisor or entity thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees, to which said entities and persons may be put or which they may incur by reason of, or in connection with, any misrepresentation or omission made by the Investor, any breach of any of the Investor's warranties, or the Investor's failure to fulfill any of the Investor's covenants or agreements under this Subscription Agreement.
