Liability Limits Indemnification Sample Clauses
Liability Limits Indemnification
Related to Liability Limits Indemnification
Liability Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.
Limits of Liability; Indemnification The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. The Adviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Fund 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 (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, except for information supplied by the Adviser for inclusion therein. The Trust agrees to indemnify the Adviser to the full extent permitted by the Trust's Declaration of Trust.
Limits on Indemnification Notwithstanding anything to the contrary contained in this Agreement: (a) The maximum aggregate amount for which Seller may be liable under this ARTICLE XII shall be limited to an amount equal to the portion of the Purchase Price actually received by Seller at the Closing pursuant to Section 3.3(a)(i), as adjusted pursuant to Section 3.4; provided, however, that the maximum aggregate amount for which Seller may be liable pursuant to Section 12.1 for any breaches of representations or warranties (other than the Fundamental Representations or the Company’s representations and warranties in Section 4.17 (Taxes)) shall be limited to the Escrow Amount; provided further that Buyer’s sole and exclusive remedy for any such breach shall be payment from the Escrow Account, to the extent any Escrow Funds remain in the Escrow Account. (b) Except for (i) the representations and warranties of (A) Seller contained in Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), Section 5.3 (Noncontravention) (other than with respect to the Credit Agreement), Section 5.4 (Brokers), Section 5.6 (Ownership of Member Interests) and Section 5.7 (Title), (B) the Company contained in Section 4.1 (Corporate Organization), Section 4.2 (Qualification), Section 4.3 (Capitalization of the Company), Section 4.4 (Authority Relative to This Agreement) and Section 4.5 (Noncontravention) (other than with respect to the Credit Agreement), (collectively, such representations and warranties in (A) and (B), the “Fundamental Representations”) and (C) Buyer contained in Section 6.1 (Organization and Good Standing), Section 6.2 (Authorization of Agreement), Section 6.3 (Noncontravention) and Section 6.9 (Brokers), each of which representations and warranties shall survive the Closing indefinitely and (ii) the representations and warranties of the Company contained in Section 4.17 (Taxes), which shall survive the Closing for the statute of limitations applicable to such Taxes plus 60 days, all other representations and warranties of Seller, the Company and Buyer shall survive the Closing for a period of six (6) months after the Closing Date (each period of survival set forth in this Section 12.4(b), a “Survival Period”). (c) None of the Company, Seller, Buyer, or any officer, director, employee, Affiliate or Related Party of the Company, Seller or Buyer shall have any liability whatsoever (whether pursuant to this Agreement or otherwise) with respect to any representation or warranty and any claims arising therefrom or related thereto after the expiration of the Survival Period for such representation or warranty; provided, that if a claim for indemnification is given in writing by the Indemnified Party to the Indemnifying Party before expiration of the applicable Survival Period, such claim shall survive until it is satisfied. (d) Notwithstanding anything to the contrary herein, Seller shall not have any obligation to defend, indemnify and hold harmless Buyer (or its Affiliates, and the officers, managers, directors, employees and agents thereof) with respect to any claims asserted by Buyer pursuant to Section 12.1 for a breach of a representation or warranty unless the aggregate of Losses (determined without regard to any qualifications of knowledge, materiality or Material Adverse Effect contained therein) with respect to such claims exceed the Deductible, and in the event the value of Losses pursuant to such claims exceed the Deductible, only the value of Losses in excess of the Deductible shall be considered in applying Section 12.1 to such claims; provided, however, that the Deductible shall not apply with respect to any claims asserted by Buyer for a breach of the Fundamental Representations or the representations and warranties of the Company contained in Section 4.17 (Taxes). (e) Any payments made to Seller, the Company or Buyer pursuant to this ARTICLE XII shall constitute an adjustment of the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Tax Returns.
Liability & Indemnity Neither we nor the Manager, or our respective employees, agents and affiliates, will be liable to you or any of your guests for injury, damage, or loss to person or property caused by, arising from, or associated with the criminal conduct of you or other persons, including without limitation theft, burglary, assault, vandalism, or other crimes, or your personal conflict with your roommates. We have no duty to remove ice, sleet or snow, but we may do so in whole or in part, with or without notice to you. EXCEPT FOR LANDLORD’S LIABILITY ARISING UNDER APPLICABLE LAW, YOU, FOR YOURSELF AND FOR YOUR GUESTS, RELEASE US AND THE MANAGER, AND OUR RESPECTIVE SUCCESSORS AND ASSIGNEES AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AFFILIATES (collectively, the “RELEASED PARTIES”) FROM ANY AND ALL ACTIONS, CLAIMS, LOSSES, DAMAGES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES (i) FOR LOSS OR THEFT OF YOUR OR YOUR GUEST’S PERSONAL PROPERTY AND/OR AN OWNED OR OPERATED VEHICLE, AND/OR (ii) WHICH MAY ARISE OUT OF ANY ACCIDENTS OR INJURIES TO YOU, MEMBERS OF YOUR FAMILY OR YOUR GUESTS, IN OR ABOUT THE PREMISES, THE APARTMENT, THE BUILDING OR THE APARTMENT COMMUNITY, EVEN IF SUCH CLAIM OR DAMAGE WAS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE RELEASED PARTIES. YOU ASSUME FOR YOURSELF AND ALL MEMBERS OF YOUR FAMILY AND YOUR GUESTS, ANY AND ALL RISKS IN CONNECTION WITH USE OF THE PREMISES INCLUDING THE BEDROOM, APARTMENT, THE COMMON AREAS, THE APARTMENT COMMUNITY OR THE APARTMENT COMMUNITY’S RECREATIONAL FACILITIES OR OTHER AMENITIES, IT BEING UNDERSTOOD THAT ALL SUCH FACILITIES AND AMENITIES ARE GRATUITOUSLY SUPPLIED FOR YOUR USE, AND AT THE USER’S SOLE RISK.
ERISA Indemnification Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (including, without limitation, reasonable attorneys' fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender's sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 4.1.9 or 5.2.12 of the Loan Agreement.