Exculpation and Indemnity. The Member or officers of the Company shall not be liable or accountable in damages or otherwise to the Company for any act or omission done or omitted in good faith, unless such act or omission constitutes gross negligence, willful misconduct, or a breach of this Agreement on the part of the Member or officers of the Company. The Company shall indemnify the Member or officers of the Company to the fullest extent permitted by law against any loss, liability, damage, judgment, demand, claim, cost or expense incurred by or asserted against the Member or officers of the Company (including, without limitation, reasonable attorneys’ fees and disbursements incurred in the defense thereof) arising out of any act or omission of the Member or officers in connection with the Company, unless such act or omission constitutes bad faith, gross negligence or willful misconduct.
Exculpation and Indemnity. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, neither the Member nor the Authorized Representatives (individually a “Covered Person” and, collectively, the “Covered Persons”) shall be liable or accountable in damages or otherwise to the Company for any act or omission done or omitted by a Covered Person in good faith, unless such act or omission constitutes willful misconduct. The Company shall indemnify each Covered Person to the fullest extent permitted by law against any loss, liability, damage, judgment, demand, claim, cost or expense incurred by or asserted against the Covered Person (including, without limitation, reasonable attorneys’ fees and disbursements incurred in the defense thereof) arising out of any act or omission of the Covered Person in connection with the Company, unless such act or omission constitutes bad faith, gross negligence or willful misconduct on the part of the Covered Person.
Exculpation and Indemnity. The Depository Bank shall not be liable, except for its own gross negligence or willful misconduct or its breach of the express terms of this Control Agreement and, except with respect to claims based upon such gross negligence or willful misconduct or any such breach that are successfully asserted against the Depository Bank, the Grantor shall indemnify and hold harmless the Depository Bank (and any successor Depository Bank) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements arising out of and in connection with this Control Agreement.
Exculpation and Indemnity. To the fullest extent permitted by law, a Competitor hereby waives and releases any and all Claims against each and all of the Indemnified Parties, and agrees to protect, indemnify and hold harmless the Indemnified Parties from and against any and all Claims, in each case arising directly or indirectly out of or in any way connected with:
Exculpation and Indemnity a. Tenant, as a material part of the consideration to be rendered to Landlord under this Lease, to the extent permitted by law, hereby waives all claims for loss, theft or damage to property and for injuries to persons, including death, in, upon or about the Premises or the Building, from any cause whatsoever except loss, damage or injury caused solely by the gross negligence or willful misconduct of Landlord, its agents, servants or employees. Tenant agrees that it shall defend, indemnify and hold Landlord, its agents, servants and employees harmless from and against any loss, liability, claim or damage arising out of or resulting from Tenant's use or occupancy of the Premises, other than that caused solely by the gross negligence or willful misconduct of Landlord, its agents, servants or employees.
Exculpation and Indemnity. Neither the Administrative Agent nor any other Secured Party shall be liable for any loss or damage suffered by the Assignor, except in case of wilful misconduct (Absicht) or gross negligence (xxxxx Fahrlässigkeit) on the part of the Administrative Agent (or any officer, employee, agent or delegate of, or appointed by, the Administrative Agent for which it is responsible pursuant to mandatory applicable law). The Assignor will fully release, discharge and indemnify the Administrative Agent and any delegate and auxiliary person of the Administrative Agent and keep them fully harmless for any claims raised or brought against them in connection with this Agreement, save in respect of loss or damage suffered as a result of the wilful misconduct (Absicht) or gross negligence (xxxxx Fahrlässigkeit) on the part of the Administrative Agent (or any officer, employee, agent or delegate of, or appointed by, the Administrative Agent for which it is responsible pursuant to applicable law).
Exculpation and Indemnity. Neither party shall be liable to the other party for any damage to the other party or the other party’s property (except for that which is caused directly by a party to the other party’s property), and each party waives all claims against the other party for damage to person or property (except for that which is caused directly by a party to the other party). A party’s obligation under this Section to indemnify and hold the other party harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any, received by the party being indemnified.
Exculpation and Indemnity. 5 4.1 Exculpation................................................................... 5 4.2 Indemnity..................................................................... 5
Exculpation and Indemnity. 10.1 Exculpation. Neither the General Partner nor any affiliate of the General Partner, nor any officer, director, manager, member, employee, stockholder, or partner of the General Partner or any of its affiliates, shall be liable, responsible, or accountable in damages or otherwise to the Partnership or any Partner by reason of, or arising from or relating to the operations, business, or affairs of, or any action taken or failure to act on behalf of, the Partnership, except to the extent that any of the foregoing is determined, by a final, nonappealable order of a court of competent jurisdiction, to have been primarily caused by the gross negligence, willful misconduct, or bad faith of the person claiming exculpation.
Exculpation and Indemnity. (a) Lender shall not be liable for any loss or damage suffered by Borrower by reason of Lender taking any action permitted by this Agreement, except in case of wilful misconduct (Absicht) or gross negligence (gxxxx Fahrlässigkeit) on the part of Lender (or any officer, employee, agent or delegate of, or appointed by, Lender for which it is responsible pursuant to mandatory applicable law) as determined by a court of competent jurisdiction by final and non-appealable judgement.
