Limited Liability Indemnification. (a) Notwithstanding anything to the contrary in this Agreement, and except to the extent required by applicable law, no Indemnitee shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by such Indemnitee in its capacity as a person of the type described in the definition of the term, “Indemnitee,” provided that such Indemnitee acted in good faith and such action or omission does not involve the gross negligence or willful misconduct of such Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith or that an action or omission involves gross negligence or willful misconduct.
(b) The Partnership shall, to the extent permitted by applicable law, indemnify each Indemnitee against expenses (including legal fees and expenses), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such Indemnitee, in connection with any threatened, pending or completed claim, demand, action, suit or proceeding to which such Indemnitee was or is a party or is threatened to be made a party, by reason of (i) such Indemnitee’s status as a General Partner, any Affiliate of the General Partner, any Person who is or was a director, officer, manager, member, employee or agent of the General Partner or any such Affiliate, or any Person who is or was serving at the request of the General Partner or any such Affiliate as a director, officer, manager, member, partner, trustee, employee or agent of another Person or (ii) any action taken or omitted to be taken by such Indemnitee in any capacity referred to in clause (i) of this Section 7.12(b), relating to this Agreement or the property, business, affairs or management of the Partnership Group (provided that the Indemnitee acted in good faith and the act or omission which is the basis of such claim, demand, action, suit or proceeding does not involve the gross negligence or willful misconduct of such Indemnitee).
(c) Expenses (including legal fees and expenses) incurred in defending any claim, demand, action, suit or proceeding subject to Section 7.12(b) shall be paid by the Partnership in advance of the final disposition of such claim, demand, action, suit or proceeding upon receipt of an undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if ...
Limited Liability Indemnification. 5.1 iVoice shall not be liable to the Company for any loss, claim, expense or damage, including indirect, special, consequential or exemplary damages, for any act or omission performed or omitted by it hereunder so long as its act or omission does not constitute fraud, bad faith or gross negligence. iVoice shall not be liable to the Company for the consequences of any failure or delay in performing any Services if the failure shall be caused by labor disputes, strikes or other events or circumstances beyond its control and it shall have provided prompt notice to the Company of its inability to perform Services and the reason therefor.
5.2 In any action, suit or proceeding (other than an action by or in the right of the Company) to which iVoice or any agent or employee of iVoice performing Services hereunder (an "Indemnitee") was or is a party by reason of his or its performance or non-performance of Services, the Company shall indemnify the Indemnitee and hold the Indemnitee harmless from and against expenses, judgments, fines and amounts paid (with the consent of the Company) in settlement actually and reasonably incurred by the Indemnity in connection therewith if the Indemnity acted in good faith and provided that the Indemnitee's conduct does not constitute negligence or misconduct.
Limited Liability Indemnification. Except as otherwise provided in the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company. None of the Member and any officers, employees, and agents of the Company or the Member shall be obligated personally for any debt, obligation, or liability of the Company solely by reason of his, her, or its status as such Member, officer, employee, or agent. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under the Act or this Agreement shall not be grounds for imposing personal liability on the Member or the officers, employees, and agents of the Company or the Member for liabilities of the Company. The Company shall indemnify and hold harmless the Member and any officers, employees and agents of the Company or the Member (individually, in each case, an "Indemnitee"), to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal, administrative or investigative, in which the Indemnitee may be involved, or threatened to be involved as a party or otherwise, arising out of or incidental to the business or activities of or relating to the Company, regardless of whether the Indemnitee continues to be the Member, or officer, employee, or agent, at the time any such liability or expense is paid or incurred.
Limited Liability Indemnification. The General Partner will not be liable to the Partnership or the Limited Partners for any act or omission by the General Partner pursuant to the authority granted to it by this Agreement, except by reason of willful misconduct, recklessness, or any act in breach of this Agreement. The General Partner will indemnify and save harmless the Partnership and the Limited Partners from any loss or liability arising out of its willful misconduct, recklessness, or breach of this Agreement. In determining whether the General Partner's acts hereunder constitute willful misconduct or recklessness, the Partners hereby agree that it shall not constitute willful misconduct or recklessness for the General Partner to comply with the provisions of those certain sale-leaseback transaction documents entered into on or about the date hereof and contemplated by the Participation Agreements (and specifically the return conditions set forth in Section 5 of the Facility Leases related thereto) and any other related documents to which the Partnership is a party. Further, in discharging its duties to the Partnership hereunder, the General Partner shall, to the fullest extent permitted by Pennsylvania law, be entitled to consider, to the extent it deems it appropriate in determining the best interests of the Partnership, the effects of any action it might take, upon creditors of the Partnership. The foregoing sentence shall continue to be in effect even though the General Partner is, or is an Affiliate of, a creditor of the Partnership, so long as any such determination does not constitute willful misconduct or recklessness. The Partnership will indemnify and save harmless the General Partner from any loss or liability incurred by the General Partner by reason of any act performed by the General Partner on behalf of the Partnership or in furtherance of the Partnership's interest other than by reason of the General Partner's willful misconduct, recklessness or breach of this Agreement, to the broadest extent permitted under Section 8510 of the Act or any similar successor statute. In the event the General Partner is found personally liable for any debts of the Partnership and is required to and does satisfy a Partnership liability out of its personal assets, the General Partner will have a right of reimbursement out of the assets of the Partnership (the "Right of Reimbursement"). The Right of Reimbursement will accrue to the General Partner 30 days after written notice thereof is given...
Limited Liability Indemnification. The liability of the member and the manager shall be limited to the fullest extent permitted by law. The Company shall indemnify the manager against any loss, cost and expense the manager may incur by reason of acting as manager and shall defend the manager against any claims made against the manager by reason of serving in such capacity.
Limited Liability Indemnification a. With regard to services to be performed by Consultant pursuant to the terms of this Agreement, Consultant shall not be liable to the Principal, nor to anyone who may claim any right due to any relationship with the Principal, for any acts or omissions in the performance of services on the part of the Consultant or on the part of the agents or employees of the Consultant, except when said acts or omissions of the Consultant are due to his willfulness or intentional misconduct. Principal shall defend, indemnify and hold Consultant and its assigns, attorneys, accountants, employees, officers, and directors harmless from and against all losses, liabilities, judgments, damages, claims, demands, actions, proceedings, suits, costs, and expenses, presently or in the future, arising from or pertaining to the services rendered to the Principal pursuant to this Agreement, except when the same shall arise due to the willful misconduct of culpable negligence of Consultant.
Limited Liability Indemnification. The Member shall have no personal liability for the obligations, losses, debts, claims or expenses of or against the Company except to the extent required by a non-waivable provision of the Act. The Company shall indemnify and hold harmless the Member, and may indemnify any officer of the Company as the Member shall determine (the Member and any such officer, an “Indemnitee”), in each case, to the fullest extent permitted by law against losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses and amounts paid in settlement) incurred by such Indemnitee in connection with any claim, action, suit, investigation or proceeding with respect to which such Indemnitee may be made a party or otherwise involved or with which it, he or she shall be threatened by reason of being a member, manager or officer, or while acting as (or on behalf of) the Member on behalf of, the Company. Such attorneys’ fees and expenses shall be paid by the Company as incurred upon receipt, in each case, of an undertaking by or on behalf of such Indemnitee to repay such amounts if it is ultimately determined that such Indemnitee is not entitled to indemnification with respect thereto.
Limited Liability Indemnification. To the full extent provided in the Act, Shareholders shall not be liable for the obligations of the Company. In any threatened, pending or completed action, suit or proceeding, each Shareholder shall, to the fullest extent permitted by the Act and all other applicable laws, be fully protected and indemnified and held harmless by the Company against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees and disbursements, costs of investigation, fines, judgments and amounts paid in settlement, actually incurred by any such Shareholder in connection with such action, suit or proceeding) by virtue of its status as a Shareholder, regardless of whether the indemnitee continues to be a Shareholder, or with respect to any action or omission taken or suffered by such Shareholder in good faith, other than liabilities and losses resulting from the gross negligence or willful misconduct of such Shareholder; provided, however, that any such Shareholder shall not be so indemnified for any acts determined to be in contravention of this Agreement or in breach of its fiduciary duties. The indemnification provided by this paragraph shall be recoverable only out of the assets of the Company, and no Director or Shareholder shall have any personal liability on account thereof or be required to fund or cause to be funded any obligation by reason of these indemnification provisions. No amendment or repeal of this Section 7.4, nor the adoption hereafter of any provision in the Certificate or in this Agreement inconsistent with this Section 7.4, shall eliminate or reduce the protection granted in this Section 7.4 with respect to any matter that occurred prior to such amendment, repeal, or adoption. Each Person who at any time ever becomes a Shareholder or otherwise owns Shares hereby agrees to the provisions of this Section 7.4 as a condition of such admission or ownership.
Limited Liability Indemnification. (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a member of the Company or exercising any rights under this Agreement.
(b) To the fullest extent permitted by law, the Company shall indemnify the Member and the officers, directors and shareholders of the Member, against any and all liability incurred and/or for any act performed by them in good faith and/or for any act in good faith omitted to be performed by them in good faith (including, without limitation, reasonable legal and other professional fees and expenses as the same are incurred) as or on behalf of a Member (or affiliate thereof) of the Company.
Limited Liability Indemnification. The liability of the members shall be limited to the fullest extent permitted by law, and a member is not personally liable for a debt, obligation or liability of the Company solely by reason of being or acting as a member. The Managing Member is an agent of the Company and as such shall be entitled to indemnification pursuant to the Articles.
