No Indemnification. This indemnity will not apply in respect of an Indemnified Party in the event and to the extent that a Court of competent jurisdiction in a final judgment shall determine that the Indemnified Party was grossly negligent or guilty of willful misconduct.
No Indemnification. This indemnity shall not apply, however, where a court ------------------ of competent jurisdiction has made a final determination that the Consultant engaged in gross recklessness and willful misconduct in the performance of its services hereunder which gave rise to loss, claim, damage, liability, cost or exposure sought to be recovered hereunder. (But pending any such final determination, the indemnification and reimbursement provision of this Consulting Agreement shall apply and the Company shall perform its obligations hereunder to reimburse Consultant for its attorney's fees and expenses).
No Indemnification. 3.1 Section 1 and 2 above shall not apply, and any advanced Expenses shall be reimbursed by the Covered Person to the Company if:
No Indemnification. Nothing in this Article II shall in any way constitute an agreement by any party to this Termination Agreement to indemnify any other party hereto against any third party Claim or, except as specifically set forth herein with respect to the Time Warner and Sony Released Persons and the CDnow Released Persons, waive, release, limit or restrict any Claim which any party may have against any person or entity not a party to this Termination Agreement.
No Indemnification. The parties acknowledge that they are independent contractors and may not purport to bind or affect the duties or obligations of the other. The College is a governmental entity under the Governmental Immunity Act of Utah, Utah Code Ann., Section 63G-7-101 et seq., as amended (the “Act”). Nothing in the Agreement shall be construed as a waiver by the College of any protections, rights, or defenses applicable to it under the Act, including without limitation, the provisions of Section 63G-7-604 regarding limitation of judgments. It is not the intent of the College to incur by contract any liability for the operations, acts, or omissions of Clinical Site or any third party and nothing in the Agreement shall be so interpreted or construed. Subject to and consistent with the Act, there are no indemnity obligations between these parties, each party will be responsible for their own negligent acts or omissions, or those of their authorized employees, officers, and agents while engaged in the performance of the obligations under this Agreement, and neither the College nor the Clinical Site shall have any liability whatsoever for any negligent act or omission of the other Party, its employees, officers, or agents. Neither Party waives any defenses or limits of liability available under the Act and other applicable law. Both Parties maintain all privileges, immunities, and other rights granted by the Act and all other applicable law.
No Indemnification. The limitation of liability and indemnification provisions of Sections 4.21 and 4.22 of this Agreement shall not apply to any transaction entered into in violation of Sections 3.3 and 4.23 above. Furthermore, the limitation of liability and indemnification provisions of Sections 4.21 and 4.22 of this Agreement shall not apply to any Member if that Member is determined to have breached any fiduciary duty to the Company. In such event, the Member shall promptly reimburse to the Company any sums advanced under Sections 4.21 or 4.22.