LIABILITIES AND INDEMNIFICATION. SMC shall be liable for any actual losses, claims, damages or expenses (including any reasonable counsel fees and expenses) resulting from SMC's bad faith, willful misfeasance, reckless disregard of its obligations and duties, negligence or failure to properly perform any of its responsibilities or duties under this agreement. SMC shall not be liable and shall be indemnified and held harmless by the Fund, for any claim, demand or action brought against it arising out of, or in connection with:
A. Bad faith, willful misfeasance, reckless disregard of its duties or negligence of the Board of Directors of the Fund, or SMC's acting upon any instructions properly executed and authorized by the Board of Directors of the Fund;
B. SMC acting in reliance upon advice given by independent counsel retained by the Board of Directors of the Fund. In the event that SMC requests the Fund to indemnify or hold it harmless hereunder, SMC shall use its best efforts to inform the Fund of the relevant facts concerning the matter in question. SMC shall use reasonable care to identify and promptly notify the Fund concerning any matter which presents, or appears likely to present, a claim for indemnification against the Fund. The Fund shall have the election of defending SMC against any claim which may be the subject of indemnification hereunder. In the event the Fund so elects, it will so notify SMC and thereupon the Fund shall take over defenses of the claim, and (if so requested by the Fund, SMC shall incur no further legal or other claims related thereto for which it would be entitled to indemnity hereunder provided, however, that nothing herein contained shall prevent SMC from retaining, at its own expense, counsel to defend any claim. Except with the Fund's prior consent, SMC shall in no event confess any claim or make any compromise in any matter in which the Fund will be asked to indemnify or hold SMC harmless hereunder. PUNITIVE DAMAGES. SMC shall not be liable to the Fund, or any third party, for punitive, exemplary, indirect, special or consequential damages (even if SMC has been advised of the possibility of such damages) arising from its obligations and the services provided under this agreement, including but not limited to loss of profits, loss of use of the shareholder accounting system, cost of capital and expenses of substitute facilities, programs or services. FORCE MAJEURE. Anything in this agreement to the contrary notwithstanding, SMC shall not be liable for ...
LIABILITIES AND INDEMNIFICATION. 10.1 The General Partner shall be liable for the debts and obligations of the Partnership. The Limited Partner shall not be liable for the debts and obligations of the Partnership or for any Partnership liabilities or losses beyond the amount of its capital contributions required under Article V of this Agreement.
10.2 The Partnership shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Partnership) by reason of the fact that he is or was a Partner, Management Committee Member, officer, employee or agent of the Partnership (collectively, an “Action”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such Action if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Partnership, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any Action by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Partnership, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
10.3 Any indemnification under Section 10.2 shall be limited by the provisions of the TRLPA and shall be made by the Partnership only as authorized in the specific case upon a determination that indemnification of the Partner, Management Committee Member, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (a) by the Management Committee by a majority vote of a quorum consisting of Management Committee Members who are not parties to such Action, or (b) if directed by the Management Committee, by independent legal counsel in a written opinion. Notwithstanding the foregoing, to the extent that a Partner, Management Committee Member, officer, employee or agent of the Partnership has been successful on the merits or otherwise in defense of any Action, or in defense of any...
LIABILITIES AND INDEMNIFICATION. VENDOR agrees to protect, indemnify, hold harmless and defend PURCHASER, its subsidiaries and related companies, and the officers, directors, employees, workers, agents, servants, and invitees of PURCHASER, its subsidiaries and related companies, from and against all losses, damages (including but not limited to punitive) demands, claims, suits, and other liabilities, including attorneys’ fees and other expenses of litigation, related to (i) bodily injury, including death at any time resulting therefrom and (ii) damages to all property, including loss of use thereof and downtime, which either directly or indirectly result from or occur in connection with (a) VENDOR’s manufacture, packaging, labeling, storage, delivery, unloading, handling or possession of the goods, or (b) VENDOR and its employees’, workers’, agents’ and servants’ presence on PURCHASER’s premises, and, in the case of either (a) or (b), are caused by or alleged to have been caused by any act, omission, breach or duty, or default, defects in design, workmanship, materials, failure to conform to samples, if any, (irrespective of whether liability is based on negligence, strict liability, breach of expressed or implied warranty or other breach of duty) of VENDOR or any of its employees, workers, agents or servants unless same shall be due to PURCHASER’s sole negligence. VENDOR’s agreement to protect, indemnify, hold harmless and defend as set forth in the immediately preceding sentence shall not be negated or reduced by virtue of the existence of any negligence or alleged negligence of PURCHASER, its subsidiaries and related companies, and the officers, directors, employees, workers, agents, servants, and invitees thereof, active or passive, concurrent or non-current with that of others, including VENDOR, its employees, workers, agents and servants. VENDOR’s agreement to protect, indemnify, hold harmless and defend as set forth herein shall not be negated or reduced by virtue of VENDOR’s insurance carriers denial of insurance coverage for the occurrence or event which is the subject matter of the claim and/or refusal to defend PURCHASER.
LIABILITIES AND INDEMNIFICATION. (1) To the fullest extent permitted by law, auDA will not be liable to Registrant for any direct, indirect, consequential, special, punitive or exemplary losses or damages of any kind (including, without limitation, loss of use, loss or profit, loss or corruption of data, business interruption or indirect costs) suffered by Registrant arising from, as a result of, or otherwise in connection with, any act or omission whatsoever of auDA, its employees, agents or contractors.
(2) Registrant agrees to indemnify, keep indemnified and hold auDA, its employees, agents and contractors harmless from all and any claims or liabilities, arising from, as a result of, or otherwise in connection with, Registrant's registration or use of its .au domain name.
(3) Nothing in this document is intended to exclude the operation of Trade Practices Xxx 0000.
LIABILITIES AND INDEMNIFICATION. You agree to indemnify, defend and hold harmless Verisign and its affiliates, suppliers, vendors and subcontractors, and, if applicable, any ccTLD registry operators providing services and their respective employees, directors, officers, representatives, agents and assigns ("Verisign Affected Parties") from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to, for any reason whatsoever, any Malware Scan, the failure to conduct a Malware Scan, the failure to detect any Malware, or the use of any data from Malware Scans. APPENDIX 'AB' .XXX DOMAIN NAME SPECIFIC CONDITIONS If the Order is a .XXX domain name, the Registrant, must also agree to the following terms:
LIABILITIES AND INDEMNIFICATION. A. CITY is financially responsible for damages to the real or personal property of FDC caused by CITY or CITY-permitted FACILITY users’ use of FACILITY. Nothing herein shall be deemed to preclude CITY from seeking or obtaining reimbursement from any responsible party.
B. CITY will indemnify, defend, and hold harmless FDC, its officers, agents, employees, representatives, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by CITY at FACILITY, except those which arise out of the sole negligence of FDC. CITY shall not be liable for damages arising out of or caused by an alteration or an attachment not made or installed by the CITY, or for damage to alterations or attachments that may result from the normal operation and maintenance of the improvements provided by the CITY during the term of the MOU
C. FDC will indemnify, defend, and hold harmless CITY, its officers, agents, employees, representatives, and volunteers from damage to property and for injury to or death of any person and from all claims, demands, actions, liability, or damages of any kind or nature arising out of or in connection with activities or programs sponsored by FDC at FACILITY, except those which arise out of the sole negligence of CITY.
D. When performing work on property in the care, custody or control of the State, CITY shall either be lawfully self-insured or shall maintain commercial general liability insurance, workers’ compensation insurance and any other appropriate insurance the parties agree upon. Upon request, the CITY may be required to have the State shown as an “additional insured” on selected policies of insurance which it may have.
E. CITY agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, or any person, firm, or corporation furnishing or supplying work, services, materials or supplies in connection with the construction of the improvements to be built on FACILITY by CITY. CITY shall not permit any lien to be placed on the property of the State in connection with any such work of improvement.
LIABILITIES AND INDEMNIFICATION. (a) IN NO EVENT, OTHER THAN FOR LIABILITY ARISING FROM THE BAD FAITH OR WILLFUL MISCONDUCT OF EXCO, SHALL EXCO BE LIABLE TO THE PARTNERSHIP GROUP, DIRECTLY OR INDIRECTLY, FOR ANY CLAIMS, DEMANDS, SUITS, LOSSES, LIABILITIES, OBLIGATIONS, PAYMENTS, COSTS, EXPENSES OR DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE, OR ANY LOST REVENUES OR PROFITS (COLLECTIVELY, "DAMAGES"), RESULTING FROM EXCO'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR THE FURNISHING, PERFORMANCE OR USE OF SERVICES PROVIDED HEREUNDER, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER OR NOT EXCO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING IN ANY RESPECT, EXCO SHALL FURTHERMORE NOT BE RESPONSIBLE OR LIABLE TO THE PARTNERSHIP GROUP FOR ANY DAMAGES RESULTING OR ARISING FROM ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, SERVICES, SOFTWARE, HARDWARE OR EQUIPMENT) USED TO PROVIDE SERVICES.
(b) The Partnership shall indemnify and hold harmless EXCO, its subsidiaries and affiliates and their employees, officers, directors and agents (each, an "EXCO Indemnified Party") from and against any all third party claims for Damages, as incurred by any EXCO Indemnified Party, relating to or arising out of the provision of Services by EXCO pursuant to this Agreement, except to the extent that it is finally judicially determined that such Damages resulted from the bad faith or willful misconduct of such EXCO Indemnified Party. The Partnership shall also reimburse each EXCO Indemnified Party promptly upon request for all reasonable expenses (including reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in, any action, claim, suit, proceeding or investigation (each and collectively, an "Action"), directly or indirectly, arising out of, or relating to, this Agreement or the Services, whether or not pending or threatened and whether or not any EXCO Indemnified Party is a party to such Action.
LIABILITIES AND INDEMNIFICATION. The Recipient assumes the risk of any damage, loss, or expense associated with or resulting from the conduct of the Analyses or Recipient’s use of the Data, unless such damage or loss is caused by the gross negligence or wilful misconduct of the Supplier.
LIABILITIES AND INDEMNIFICATION. 4.01. It being understood as between Fremont and RCBA that they or their affiliates may be assuming joint and several liability to KCI for some or all of the KCI Transactions, Fremont and RCBA hereby agree that to the extent one of them or their Affiliates breaches the Transaction Agreement, the breaching party will indemnify and hold harmless the party not responsible for the breach from any such liability and reasonably related expenses resulting from the assertion of liability.
4.02. Except as set forth above and as otherwise expressly assumed in writing by Fremont, the Fremont/KCI Group, RCBA or the RCBA/KCI Group:
a. none of them shall be liable to any third parties for any actions, commitments or debts of any other; and
b. each of them shall take all reasonable steps to negate and preclude exposing any of the other of them to any liability to any third party.
4.03. To the extent any of Fremont, the Fremont/KCI Group, RCBA or the RCBA/KCI Group is presented with a demand or made party to an adjudication by a third party asserting their potential liability for the actions, commitments or debts of the other respecting KCI, they shall notify that other party in writing promptly, and upon the receipt of such notice the notified party will assume the responsibility for the defense, resolution and/or satisfaction of the claim and in all respects indemnify the party whose is faced with such a claim to the full extent of that party's costs and ultimate liabilities, if any.
LIABILITIES AND INDEMNIFICATION. (a) Except as otherwise provided herein, and to the extent allowed by law, Xxxxxx agrees that it will pay, satisfy, indemnify and hold harmless Buyer, and each shareholder, director, officer, employee, agent or representative of Buyer (collectively, “Buyer Indemnified Parties”) from the following at all times after the date of this Agreement:
(i) all liabilities, debts and obligations of Seller, or the Systems of any nature, whether accrued, absolute, contingent or otherwise, existing prior to or at the date of the Closing, or arising out of transactions or commitments entered into, or any state of facts existing, prior to, or at the time of, the Closing, including all fees, charges and expenses of attorneys and engineers, so long as, and to the extent that, such liabilities, debts and obligations relate to the Systems. Without limiting the generality of the foregoing, Seller will satisfy and hold harmless the Buyer Indemnified Parties from any commissions or brokers' fees incurred in connection with this Agreement; any and all fees, charges and expenses of engineers hired by Seller in connection with this Agreement; any claims or liens with respect to outstanding line charge deposits on the Systems; and, any claims for refund of any deposits or other money, including customer service deposits;(ii) any damage or deficiency resulting from, or connected with, any misrepresentations, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or from any misrepresentation in, or omission from, any certificate or other instrument or document furnished or to be furnished to Buyer hereunder, (iii) any liability, debt, or obligation arising or related to health insurance policies, employee benefit plans, retirement plans, individual retirement accounts, or 401(k) accounts related to, managed by, belonging to, or held for the benefit of, Sellers, their officers, members, shareholders, employees, or any other third parties, and (iv) all actions, suits, proceedings, investigations, demands, assessments, judgments, costs, fines, expenses, appeals, attorneys' fees, and expenses incident to any of the foregoing. Seller shall promptly pay any such item covered by this indemnity clause or shall, upon demand.
(b) No party shall have any liability to another party under this section for damages to the extent that:
i. the indemnified Party recovers insurance proceeds covering the damages; or
ii. the indemnified Party's tax l...
