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. There shall be no indemnification of any party by any other in regard to liabilities arising out of the functions covered by this agreement. All parties shall be responsible for their liabilities and defense as determined by law.
No Indemnification. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim.
No Indemnification. Each party shall be responsible for the actions and inactions of itself and its own officers, employees, and agents acting within the scope of their authority.
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. The provisions of Section 8, above, do not apply to any expenses incurred by Executive in defending against any claim made pursuant to this Section 10.
No Indemnification. It is understood and agreed between Parties that each Party hereto shall be responsible for its own acts of negligence in connection with this Agreement. Neither Party shall be responsible to the other Party for any negligent act or omission in connection with this Agreement. It is specifically agreed that, as between the Parties, each Party to this Agreement shall be individually and respectively responsible for responding to, dealing with, insuring against, defending, and otherwise handling and managing liability and potential liability pursuant to this Agreement. These provisions are solely for the benefit of the Parties hereto and not for the benefit of any person or entity not a party hereto; this Agreement shall not be interpreted nor construed to give any claim or cause of action to any third party. Where injury or property damage results from the joint or concurrent negligence of both Parties, liability, if any, shall be shared by each Party on the basis of comparative responsibility in accordance with the applicable laws of the State of Texas, subject to all defenses available to them, including governmental immunity. Nothing in this section adds to or changes the liability limits and immunities for a governmental unit provided by the Texas Tort Claims Act, Chapter 101, Civil Practice and Remedies Code, or other law.
No Indemnification. Notwithstanding the foregoing provisions of this Section 5.8, the Managers shall not be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.
No Indemnification. The Parties have no indemnity obligations. Subject to the Act, the Parties shall be liable for only their own negligent acts or omissions, or those of their employees, officers, and agents while performing the obligations of this Agreement. Neither Party shall have any liability for any negligent acts or omissions of the other Party, its employees, officers, or agents. Neither Party intends to incur by contract any liability for operations, acts, or omissions of the other Party or any third party, and nothing in this Agreement shall be so interpreted or construed. Any obligations of a Party to indemnify, hold harmless, or defend are subject to the Act and are limited to only claims that arise from the negligent acts or omissions of that Party, and the total amount of any such obligations, including attorney’s fees, shall be limited to the amounts established by Section 63G-7-604 of the Act.
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:
