Responsibility and Indemnity. The Vendors’ Delegate is serving in this capacity solely for the purposes of administrative convenience. The Vendors’ Delegate shall incur no responsibility or liability whatsoever in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. The Vendors’ Delegate shall not be liable for any action or omission pursuant to the advice of counsel. The Vendors shall, severally and not jointly, in accordance with each Vendor’s Designated Percentage, up to a maximum of each Vendor’s Designated Percentage of the Purchase Price actually received, indemnify the Vendors’ Delegate against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Vendors’ Delegate, the Vendors’ Delegate will reimburse the Vendors the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Vendors’ Delegate from (i) the funds in the Expense Fund and (ii) any other funds that become payable to the Vendors under this Agreement at such time as such amounts would otherwise be distributable to the Vendors; provided, that while the Vendors’ Delegate may be paid from the aforementioned sources of funds, this does not relieve the Vendors from their obligation to promptly pay such Representative Losses as they are suffered or incurred. In no event will the Vendors’ Delegate be required to advance its own funds on behalf of the Vendors or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Vendors set forth elsewhere in this Agreement (including, for the avoidance of doubt, Section 6.3 and Section 6.4) are not intended to be applicable to the indemnities provided to the Vendors’ Delegate hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Vendors’ Delegate or the termination of this Agreement.
Responsibility and Indemnity. The Owner expressly acknowledges and agrees that the development of the Lands, including but not limited to the design, construction, installation, operation, maintenance or management of the Works and Facilities, is entirely and solely at the Owner’s own risk and expense without liability or responsibility of the Municipality.
Responsibility and Indemnity. In the event that the Provider subcontracts services, Provider shall remain responsible to Purchaser for the performance of the subcontracted services and shall be responsible for, and shall indemnify, defend and hold Purchaser harmless from, any and all claims, losses, liabilities, damages, costs and expenses, including actual attorneys’ fees, arising in whole or in part out of any acts or omissions of its subcontractors, any failure of Provider’s subcontractors to comply with any term, requirement, standard or condition of this Contract as well as any breach of any term or condition of this Contract by Provider’s subcontractors. Any action of a subcontractor, which, if done by Provider, would constitute a breach of this Contract, shall be deemed a breach by Provider and have the same legal effect. Provider shall further indemnify, defend and hold harmless Purchaser and DHS from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses of every kind and nature whatsoever, arising from Provider’s breach of any of Provider’s subcontracts, including, without limitation, Provider’s failure to pay any and all amounts due by Provider to any subcontractor. Purchaser shall indemnify, defend and hold Provider harmless from, any and all claims, losses, liabilities, damages, costs and expenses, including actual attorneys’ fees, caused solely by Purchaser’s gross negligence or intentional misconduct.
Responsibility and Indemnity. The Owner expressly acknowledges and agree that the development of the Lands, including the installation and construction of the Works and Facilities is entirely and solely at their own risk without liability or responsibility of the Municipality or the County.
Responsibility and Indemnity. (a) Magna hereby assumes responsibility for the actions and conduct of all persons admitted to the Club or to any portion of its Facilities in connection with a Magna-sponsored tournament or other event with the consent or acquiescence of Magna or any person acting for or on behalf of Magna.
(b) Magna agrees to indemnify and hold harmless each of MEC, its directors, officers, employees, agents and any other person for whom MEC is legally responsible, from and against any and all actions, claims, costs, damages, liabilities, or losses arising from or out of the use by Magna of the Club, or any portion of its Facilities, except for those actions, claims, costs, damages, liabilities, or losses arising from the negligence, wilful misconduct or unlawful act of such indemnified parties.
Responsibility and Indemnity. In exercising or failing to exercise all or any of the powers conferred upon the Vendors’ Representative hereunder or thereunder, the Vendors’ Representative shall incur no responsibility whatsoever to any Vendor or Advisor by reason of any error in judgment or other act or omission performed or omitted hereunder or thereunder or any other agreement, instrument or document, excepting only the responsibility for any act or failure to act which represents gross negligence or willful misconduct. Each Vendor and Advisor agrees to indemnify and to hold and save harmless the Vendors’ Representative from and against any and all claims, demands, loss, damage, liability and expenses of any nature whatsoever (including reasonable legal fees) arising from or relating to any action or omission taken by the Vendors’ Representative in relation to the mandate set forth in this Section 2.5, save for any such loss, damage, liability or expenses attributable to the gross negligence or willful misconduct of the Vendors’ Representative.
Responsibility and Indemnity. The Owner expressly acknowledges and agrees that the development of the Lands, including the design, installation and construction, operation, maintenance and management of the Works and Facilities, which includes but is not limited to the design, construction, installation, operation, maintenance and management of the existing water services and sanitary systems located on or under the Lands, and all of the Owner’s operations and activities on the Lands, are entirely and solely at Owner’s own risk without liability or responsibility of the Municipality.
Responsibility and Indemnity. Section 5.04 (e) is hereby amended to read in its entirety as follows (added wording has been underlined):
Responsibility and Indemnity. In consideration of the execution and delivery of this Agreement by each Lender and the extension of the Commitments, the Borrower hereby indemnifies, exonerates and holds the Agent and each Lender and each of their respective affiliates, officers, directors, employees and agents (collectively, the "Indemnified Parties") free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party or the action for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to:
(a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan;
(b) the entering into and performance of this Agreement and any other Agreement Document by any of the Indemnified Parties (including any action by of on behalf of the Borrower as the result of any determination by the Required Lenders pursuant to Section 4 not to fund any Borrowing);
(c) any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Borrower or any of its Subsidiaries of all or any portion of the Stock or assets of any Person, whether or not the Agent or such Lender is party thereto;
(d) any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Borrower or any of its Subsidiaries of any Hazardous Materials; or
(e) the presence on or under, or escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by the Borrower or any Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, the Borrower or such Subsidiary; except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the relevant Indemnified Party's gross negligence or wilful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make...
Responsibility and Indemnity. 47.1 The Australian Scheme shall be administered by the Scheme Administrators and the Scheme Adjudicators according to the respective powers and functions assigned to them by the provisions of The Australian Scheme and, in carrying out their functions and exercising their powers under The Australian Scheme, the Office Holders shall act bona fide and with due care and diligence.
47.2 The Scheme Administrators and any Delegate shall carry out their functions and exercise their powers in the interests of Scheme Creditors as a whole, and shall use their powers under The Australian Scheme for the purpose of ensuring that The Australian Scheme is operated in accordance with its terms.
47.3 Subject to the right of appeal under section 1321 of the Corporations Act and so far as the law permits, a Scheme Creditor shall not be entitled to challenge the validity of any act done by, or omitted to be done by, or the exercise of any power by the Office Holders or any Employee.
47.4 No Office Holder or Employee shall be liable for any loss or liability, including any liability incurred by the Office Holder or Employee arising out of or in connection with making or having made a payment to a Scheme Creditor to which the Scheme Creditor is not entitled only by reason of a change in law including a new interpretation by a court of the law after the making of the payment, unless such a loss or liability is attributable to his or her own negligence, breach of duty, breach of trust, fraud or dishonesty.
47.5 Subject to the Corporations Act, each Office Holder (in that capacity) and each Employee shall be entitled to an indemnity out of the assets of a Scheme Company against:
(a) all actions, claims, proceedings and demands brought or made against such Office Holder or Employee in respect of any act done or omitted to be done by such Office Holder or Employee in good faith without negligence, breach of duty, breach of trust, fraud or dishonesty in the course of implementing The Australian Scheme in accordance with its terms; and
(b) all expenses and liabilities properly incurred by such Office Holder or Employee in carrying out his or her functions and powers (or the functions for which such Employee is employed by the Office Holders) in the course of implementing The Australian Scheme in accordance with its terms.
47.6 Each such person entitled to an indemnity in accordance with clause 47.5 shall be entitled to an indemnity out of the assets of a Scheme Company:
(a) against an...
