Limitations on Indemnification (a) To the extent the Partnership Indemnitees are entitled to indemnification for Damages pursuant to Section 8.2(a), Rice shall not be liable for those Damages unless the aggregate amount of Damages exceeds one percent of the Consideration (the “Deductible”), and then only to the extent of any such excess; provided, however, that Rice shall not be liable for Damages pursuant to Section 8.2(a) that exceed, in the aggregate, fifteen percent of the Consideration (the “Cap”) less the Deductible.
(b) Notwithstanding clause (a) above, (i) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from fraud or Damages for Taxes arising from a breach, violation or inaccuracy of the representations or warranties in Section 3.11, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Partnership Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Rice Fundamental Representation, Rice shall be fully liable for such Damages without regard to the Deductible or the Cap.
(c) To the extent the Rice Indemnitees are entitled to indemnification for Damages pursuant to Section 8.1(a), the Partnership shall not be liable for those Damages unless the aggregate amount of Damages exceeds the Deductible; provided, however, that the Partnership shall not be liable for Damages pursuant to Section 8.1(a) that exceed, in the aggregate, the Cap less the Deductible.
(d) Notwithstanding clause (c) above, (i) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from fraud, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap and (ii) to the extent the Rice Indemnitees are entitled to indemnification for Damages for claims arising from a breach, violation or inaccuracy of a Partnership Fundamental Representation, the Partnership shall be fully liable for such Damages without regard to the Deductible or the Cap.
(e) Notwithstanding anything to the contrary in this Agreement, if (x) the Partnership obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of Rice under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of the Partnership or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to Rice), and nonetheless proceeds to the Closing, the Partnership shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy, or (y) Rice obtains knowledge of the breach or violation of, or inaccuracy with respect to, any representation or warranty of the Partnership under this Agreement (regardless of whether such knowledge is obtained by inspection or investigation conducted by or on behalf of Rice or its directors, officers, employees, or representatives at any time and regardless of whether notice of such knowledge has been given to the Partnership), and nonetheless proceeds to the Closing, Rice shall not be deemed to have waived any rights and remedies set forth in this Agreement with respect to such breach or inaccuracy.
Exculpation and Indemnification (a) No Member, Manager, Officer, employee or agent of the Company and no affiliate, stockholder, officer, director, employee or agent of the Member (collectively, the “Covered Persons”) shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.
(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.
(c) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section.
(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the person or entity as to matters the Covered Person reasonably believes are within such other person or entity’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.
(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.
(f) The foregoing provisions of this Section shall survive any termination of this Agreement.
Indemnification and Limitation of Liability (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of FSSC and its trustees, officers, employees, agents and representatives, the Funds agree to indemnify FSSC and its trustees, officers, employees, agents and representatives against any and all claims, demands, liabilities and reasonable expenses (including attorneys’ fees), related to or otherwise connected with (i) any breach by the Funds of any provision of this Agreement; or (ii) any action by a Fund’s Shareholder against FSSC.
(b) FSSC shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. In no event shall FSSC be liable for indirect or consequential damages.
(c) Any person, even though also an officer, trustee, partner, employee or agent of FSSC, who may be or become an officer, employee or agent of any Fund or a member of a Fund's Board, shall be deemed, when rendering services to such Fund or acting on any business of such Fund (other than services or business in connection with the duties of FSSC hereunder) to be rendering such services to or acting solely for such Fund and not as an officer, trustee, partner, employee or agent or one under the control or direction of FSSC even though paid by FSSC.
(d) FSSC is expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of each Fund that is a Massachusetts business trust and agrees that the obligations assumed by each such Fund pursuant to this Agreement shall be limited in any case to such Fund and its assets and that FSSC shall not seek satisfaction of any such obligations from the Shareholders of such Fund, the Trustees, Officers, Employees or Agents of such Fund, or any of them.
(e) The provisions of this Section shall survive the termination of this Agreement.
