Gross Negligence or Willful Misconduct. Gross negligence or willful misconduct by Employee in the execution of Employee’s professional duties which is materially injurious to the Company; or
Gross Negligence or Willful Misconduct. Neither the LLC nor the LLC Indemnified Parties shall be liable to the Members or any of them for any claims, demands or costs arising from, or in any way connected with, the performance of the LLC under this Agreement other than actions, claims or demands based on gross negligence or willful misconduct; provided, however, that nothing herein shall limit or reduce the obligations of the LLC to the Members or any of them under the express terms of this Agreement or the PJM Tariff, including, but not limited to, those set forth in Sections 6.2 and 6.3 of this Agreement.
Gross Negligence or Willful Misconduct. A Manager shall be personally liable, responsible, and accountable to any Member if the Manager is guilty of fraud, intentional breach of this Agreement, gross negligence or willful misconduct regarding an act or omission.
Gross Negligence or Willful Misconduct. If a dispute arises as to whether or not a Party has committed or acted with Gross Negligence or willful misconduct, such dispute shall be resolved by a federal or state court in New York without a jury, and the court shall resolve such dispute by applying the laws of the State of New York without regard to its conflict of law rules. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO A JURY IN CONNECTION WITH SUCH DISPUTE. 49 51
Gross Negligence or Willful Misconduct. Neither party hereto shall be responsible for gross negligence or willful misconduct of the other, and each party hereto shall indemnify, defend, and hold harmless the other against any and all liabilities, damages, losses, costs, and expenses (excluding consequential, punitive or special damages) to the extent resulting from, arising out of, or relating to a claim by any third party arising out of such gross negligence or willful misconduct.
Gross Negligence or Willful Misconduct. The Provisions Of And Undertakings And Indemnification Set Forth In This Paragraph Shall Survive The Satisfaction And Payment Of The Obligation And Termination Of This Agreement.
Gross Negligence or Willful Misconduct. EXCEPT FOR CUSTOMER'S OBLIGATION TO MAKE PAYMENTS AS SET FORTH HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON, FOR ANY LOSS, LIABILITY, DAMAGE OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR NON-PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, UNLESS SUCH LOSS, LIABILITY, DAMAGE OR EXPENSE SHALL BE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY, OR ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES.
Gross Negligence or Willful Misconduct. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS, LIABILITY, DAMAGE OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF THE TSG SOFTWARE OR SERVICES, OR THE PERFORMANCE OR NONPERFORMANCE OF EITHER PARTY'S OBLIGATIONS UNDER THIS AGREEMENT, UNLESS SUCH LOSS, LIABILITY, DAMAGE OR EXPENSE SHALL BE DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY.
Gross Negligence or Willful Misconduct. All exclusions and indemnities given under this Article 8 (save for Sections 8.1 and 8.4) shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of any of Shell, Shell's Affiliates, or Peace River, as the case may be and shall apply irrespective of any claim in tort, under contract or otherwise at law, but strictly excluding:
Gross Negligence or Willful Misconduct. Neither PJMSettlement, the LLC, nor the LLC Indemnified Parties shall be liable to the Members or any of them, or to any third party or other person, for any claims, demands or costs arising from, or in any way connected with, the performance of PJMSettlement or the LLC under this Agreement other than actions, claims or demands based on gross negligence or willful misconduct; provided, however, that nothing herein shall limit or reduce the obligations of PJMSettlement or the LLC to the Members or any of them under the express terms of this Agreement or the PJM Tariff, including, but not limited to, those set forth in Operating Agreement, sSections 6.2 and Operating Agreement, section 6.3 of this Agreement.
