Limitation of Liability; Indemnification. (a) None of the Property Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Company or the Asset, or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company.
(b) To the fullest extent permitted by applicable law, the Company will indemnify the Property Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.
(c) The Property Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Property Manager hereunder.
(d) The Property Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Property Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.
Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience.
B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.
C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.
Limitation of Liability; Indemnification. (a) Natixis Advisors shall not be liable to the Company for any error of judgment or mistake of law or for any loss arising out of any act or omission by Natixis Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of Natixis Advisors and its affiliates, in the performance of its duties hereunder; provided, however, that nothing contained herein shall be construed to protect Natixis Advisors against any liability to the Company or the Fund, or the shareholders of the Company or the Fund, to which Natixis Advisors shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder.
(b) Natixis Advisors will indemnify and hold harmless the Company, the Fund and their respective officers, employees, and agents and any persons who control the Company and the Fund, respectively (collectively, the “Indemnified Parties”), from any losses, claims, damages, liabilities, or actions in respect thereof to which the Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of Natixis Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of Natixis Advisors to comply with the terms of this Agreement. Natixis Advisors will reimburse the Company and the Fund for reasonable legal or other expenses reasonably incurred by the Company and the Fund in connection with investigating or defending against any such loss, claim, damage, liability, or action. Natixis Advisors shall not be liable to the Company or the Fund for any action taken or omitted by the Company or the Fund in bad faith or with willful misfeasance or negligence or with reckless disregard by the Company or the Fund of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Company and the Fund, and any person controlling the Company and the Fund, respectively.
(c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.
Limitation of Liability; Indemnification. (a) Funds Management shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it.
(b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund.
(c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Manageme...
Limitation of Liability; Indemnification. IN NO EVENT SHALL CLIENT OR THE CALOSBA BE LIABLE TO THE CONTRACTOR OR ANY OF ITS AGENTS OR REPRESENTATIVES FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, OR ANY BREACH OF ANY OBLIGATION UNDER THIS AGREEMENT OR ANY OTHER DOCUMENTS OR AGREEMENTS ENTERED INTO IN CONNECTION HEREWITH, AND CLIENT SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY LOSSES OR DAMAGES ARISING FROM CONTRACTOR’S PROVISION OR SERVICES TO, OR ANY ACTION BY, ANY RECIPIENT OF CONTRACTOR’S SERVICES. EVEN IF CLIENT OR THE CALOSBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER THE CONTRACTOR’S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. Contractor hereby indemnifies, defends and holds harmless Client, and its current and future affiliates and their respective shareholders, officers, directors, employees, successors and assigns, from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, interest, fines, damages, costs or expenses, including reasonable attorneys’ fees and witness fees (collectively, “Claims and Losses”), to the extent resulting from or arising in connection with the Services and any third party claims of any kind, whether based upon negligence, strict liability or otherwise.
Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shar...
Limitation of Liability; Indemnification. The Advisor assumes no responsibility under this Agreement other than to render the services called for hereunder. The Advisor shall not be liable for any error of judgment or for any loss suffered by the Fund or Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Advisor in the performance of its duties or from reckless disregard by the Advisor of its obligations and duties under this Agreement. It is agreed that the Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust’s registration statement under the Investment Company Act of 1940 or the Securities Act of 1933, except for information supplied by the Advisor for inclusion therein. The Trust agrees to indemnify the Advisor to the full extent permitted by the Trust’s Declaration of Trust. Any liability of the Advisor to the Fund shall not automatically impart liability on the part of the Advisor to any other series of the Trust. The Fund shall not be liable for the obligations of any other series of the Trust, nor shall any other series of the Trust be liable for the obligations of the Fund. The limitations of liability provided under this section are not to be construed so as to provide for limitation of liability for any liability (including liability under U.S. federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith) to the extent (but only to the extent) that such limitation of liability would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of this section to the maximum extent permitted by applicable law.
Limitation of Liability; Indemnification. IT IS UNDERSTOOD AND AGREED THAT MAMMOTOME’S LIABILITY HEREUNDER OR IN CONNECTION WITH THE MANUFACTURE, RENTAL OR USE OF THE EQUIPMENT DESCRIBED HEREIN, HOWSOEVER ARISING, SHALL NOT EXCEED THE AMOUNT OF THE MONTHLY RENTAL FEE PAID BY CUSTOMER FOR THE LAST TWELVE (12) MONTHS FOR SUCH EQUIPMENT, HOWEVER, LIABILITY FOR INTENTIONAL MISBEHAVIOR WILL NOT BE LIMITED. BOTH PARTIES SHALL INDEMNIFY, DEFEND, AND HOLD THE OTHER PARTY, ITS EMPLOYEES, DIRECTORS, OFFICERS AND AGENTS (COLLECTIVELY, THE “INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS AND ASSOCIATED LIABILITIES, OBLIGATIONS, DAMAGES, JUDGMENTS, PENALTIES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) (“CLAIMS”) IMPOSED UPON OR INCURRED BY OR ASSERTED AGAINST ANY OF THE INDEMNITEES FOR BODILY INJURIES (INCLUDING DEATH) OR DAMAGES TO OR LOSS OF REAL OR TANGIBLE PERSONAL PROPERTY, TO THE EXTENT THAT ANY SUCH CLAIM ARISES IN WHOLE OR IN PART FROM ANY ONE OR MORE OF THE FOLLOWING: (A) THE FAULT, NEGLIGENCE, OR WILLFUL MISCONDUCT OR OMISSIONS, OF THE OTHER PARTY, ITS EMPLOYEES OR AGENTS, OR OTHERS ACTING ON ITS BEHALF, INCLUDING THE BREACH BY ANY OF THEM OF ANY PROVISION OF THE AGREEMENT; (B) ANY ALTERATION OF THE EQUIPMENT NOT AUTHORIZED BY XXXXXXXXX IN WRITING IN ADVANCE, OR BY A PERSON NOT AUTHORIZED BY MAMMOTOME; (C) COMBINING MAMMOTOME’S EQUIPMENT WITH ANY EQUIPMENT OR PRODUCT FURNISHED BY OTHERS WHERE SUCH COMBINATION CAUSES FAILURE OF OR DEGRADATION TO PERFORMANCE OF MAMMOTOME’S EQUIPMENT; (D) COMBINING INCOMPATIBLE PRODUCTS OF MAMMOTOME, AND (E) FAILURE TO COMPLY WITH ANY APPLICABLE WRITTEN INSTRUCTIONS OF MAMMOTOME.
Limitation of Liability; Indemnification. University, the Florida Board of Governors, the State of Florida, their officers, employees, representatives, and agents shall not be liable for injury or inconvenience to persons, for loss of or damage to personal property caused by the failure or interruption of utilities, such as heating, air conditioning, water, electricity, telephone, cable TV service, high speed data access, and the like, or for power surges or water leaks. University is insured under the Florida Department of Financial Services State Risk Management Trust Fund, which provides liability coverage up to the statutory limits solely for damages or injuries caused by the negligence of University or its employees while working within the scope of their employment. Student is encouraged to carry Student's own health insurance and to review Student's family's homeowner's insurance policy, if any, to determine applicability of coverage for personal property in on-campus housing or to carry Student's own renter's insurance. University reserves the right to assess additional charges during the contract term to offset increased utility costs, provided University gives written notification to the Student at least thirty (30) days prior to any increase. Student will indemnify and hold harmless University, the Florida Board of Governors, the State of Florida, and their officers, employees, representatives and agents from and against any and all costs, losses, damages, injuries (including death) liabilities, expenses, claims, actions, causes of action, of whatever kind or nature, demands, and judgments, including court costs and attorneys' fees, that arise out of or are related to the use or occupancy of Student's room or apartment by Student, its guests or invitees, except to the extent attributable to the gross negligence or intentional misconduct of University.
Limitation of Liability; Indemnification. AUAER agrees to indemnify, save and hold harmless Participant from and against any and all third party claims, costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from AUAER’s breach of its obligations under this Agreement, absent the gross negligence or willful misconduct of Participant. All of the foregoing rights of indemnification shall apply to any expenses incurred by Participant in defending itself against claims of gross negligence or willful misconduct unless a court of competent jurisdiction concludes in a final judgment that such party seeking indemnification has committed gross negligence or willful misconduct. Participant agrees to indemnify, save and hold harmless AUAER and its independent data warehouse service provider (if any) from and against any and all third-party claims, costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from Participant’s submission of data to the AQUA Registry or use of data obtained through the AQUA Registry, absent the gross negligence or willful misconduct of AUAER or any independent data warehouse service provider, respectively. All of the foregoing rights of indemnification shall apply to any expenses incurred by AUAER and any independent data warehouse service provider in defending themselves, respectively, against claims of gross negligence or willful misconduct unless a court of competent jurisdiction concludes in a final judgment that such party seeking indemnification has committed gross negligence or willful misconduct. Under no circumstances will either party be liable to the other for any indirect or consequential damages of any kind, including lost profits (whether or not the parties have been advised of such loss or damage) arising in any way in connection with this Agreement. [IF PARTICIPANT IS A GOVERNMENT INSTITUTION THAT IS NOT ABLE TO PROVIDE INDEMNIFICATION, THE FOLLOWING ALTERNATIVE PROVISION MAY BE SUBSTITUTED FOR THE ABOVE SECTION 7:
