Limited Liability and Indemnification. No Member or Manager shall have any liability for the obligations of the Company, except to the extent required by law. To the maximum extent authorized by law, the Company shall indemnify any Person from any loss, damage, claim or liability incurred by him, her or it as a result of any act or failure to act (other than as a result of fraud, gross negligence or willful misconduct) performed or not performed by such Person as a Member, Manager, employee, agent or representative of the Company, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred.
Limited Liability and Indemnification. 10.1Limitation on Liability of Members. No Member (when not acting in violation of this Agreement or applicable law) shall have any liability to the Company or the Members for any losses sustained or liabilities incurred as a result of any act or omission of such Member in connection with the conduct of the business of the Company. Except as required by Mississippi Code of 1972, as amended, the Company’s debts, obligations and liabilities, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member shall be personally liable for any such debt, obligation or liability of the Company solely by reason of being a Member. No Member shall be liable for the debts, obligations or liabilities of the Company, including under a judgment or order of a court. 10.2Indemnification. The Company shall indemnify any current or former Member, Manager or Officer of the Company to the fullest extent permitted by Section 79-29-110 of the Mississippi Code of 1972, as amended, including through the purchase of insurance, against expenses, judgments and other losses arising out of their status as a Member, Manager or officer, provided that the Member, Manager or officer has met the appropriate standard of conduct as set forth by law, in the interpretation of the Members. Any indemnification hereunder shall be Exhibit 3.2.2 Revised Second Operating Agreement satisfied only out of the assets of the Company, and the Members shall not be subject to personal liability by reason of the indemnification provisions under this Section 10.2.
Limited Liability and Indemnification. 5.1Disclaimer of Warranty. EACH PROVIDER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY PERSONNEL, AND ANY FACILITIES AND EQUIPMENT IT PROVIDES HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, SUFFICIENCY, QUALITY, ADEQUACY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. UNLESS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS WITHOUT WARRANTY OF ANY KIND AND EACH RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES PROVIDED TO IT. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 5.1 SHALL BE DEEMED TO MODIFY ANY OF THE PROVIDER’S OBLIGATIONS PURSUANT TO SECTION 2.1 AND SECTION 2.2. 5.2Limitation of Liability. IN NO EVENT SHALL ANY PARTY OR ANY OF THEIR RESPECTIVE STOCKHOLDERS, AFFILIATES OR PERSONNEL BE LIABLE TO ANY PERSON HEREUNDER FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION LOSS, LOSS OF FUTURE REVENUE, PROFITS OR INCOME, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY OR SIMILAR DAMAGES. NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CLAIMS, DAMAGES OR EXPENSES WHATSOEVER RELATING TO THE SERVICES, ANY PERSONNEL OR ANY FACILITIES AND EQUIPMENT PROVIDED PURSUANT TO THIS AGREEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. 5.3Indemnity. Each Recipient shall defend, indemnify and hold harmless the Provider and its Affiliates and their respective officers, directors, Personnel, successors and assigns from and against all liabilities, expenses and costs (including reasonable attorneys’ fees and court costs) arising out of any claim, complaint, suit, proceeding or cause of action brought against any of them (collectively, “Liabilities”) arising out of or relating to: (a) any acts or omissions of the Recipient’s Personnel when accessing or using the Facilities and Equipment of the Provider; and (b) any Dedicated Employees dedicated to such Recipient or any Dedicated Services performed by such Dedicated Employees. In addition, each Provider shall defend, indemnify and hold harmless the Recipient and its Affiliates from and against all Liabilities arising out of or relating to any gross negligence, fraud, willful misconduct or violation of law by the Provider or its Personnel in connection with...
Limited Liability and Indemnification. 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 neither the Member, nor any employee or agent of the Company shall be obligated personally for any such debt, obligation or liability of the Company, or for any debt, obligation or liability of any other member, employee or agent of the Company, solely by reason of being a member or acting as a manager, employee or agent of the Company.
Limited Liability and Indemnification. Except as it relates to any misuse of Contractor IP by Client, neither party shall be liable to the other party for any incidental, consequential, special, multiple, or punitive damages.Contractor’s liability to Client with respect to any project shall in no event exceed the fees received by Contractor from Client with respect to such project. Subject to these limitations, Client shall indemnify and hold harmless Contractor, its affiliates, and their respective officers, directors, managers, employees, and agents from and against any claims, losses, costs, fees, damages, or other liabilities arising from or claimed to be caused by this Agreement orContractor’s work under this Agreement, except to the extent such liabilities arise from or are caused by the gross negligence or willful misconduct of Contractor, its affiliates, or their respective officers, directors, managers, employees, or agents.
Limited Liability and Indemnification. We do not warrant availability of the Services without interruption. We disclaim all service levels, warranties, either express or implied, regarding Services provided and their performance and, upon provision of equipment or products, expressly disclaim warranties or conditions of non-infringement, satisfactory quality, merchantability and ﬁtness for any particular purpose. Under no circumstances shall we, our a liates and respective employees, representatives, o cers and directors be held liable toward You or the Occupants for any direct or indirect damages arising from an interruption, delay or failure of service, notwithstanding their cause or duration, or failure to perform. You agree to indemnify and save us, our a liates, and respective directors, o cers, employees and agents harmless from and against any and all losses, suits, actions, causes of action, damages, costs, claims and expenses based on or arising from any representations You make to the Occupants regarding warranties, features or service levels for our service o‰er or any other claims from the Occupants. In no event shall we have any liability to You for special, indirect, incidental or consequential damages such as, without limitation, loss of proﬁts, loss of use, loss of business, loss of business opportunity, loss of goodwill, loss of expected savings, share decline, as well as punitive, exemplary or aggravated damages arising from Services. In no event shall our liability towards You exceed the total amount that You have paid to us for any a‰ected Service during the 3-month period immediately preceding the date of any claim. We may make changes to the services from time to time.
Limited Liability and Indemnification