Nonliability; Indemnity Sample Clauses

Nonliability; Indemnity. Tenant to the fullest extent permitted by law and as a material part of the consideration to Landlord for this Lease, hereby waives and releases all claims against Landlord and Landlord’s officers, directors, members, managers, parent, subsidiaries, affiliates, agents, employees, representatives and invitees (each, a “Landlord Party”) except to the extent such claims result from the gross negligence or willful misconduct of a Landlord Party. Notwithstanding the foregoing, in the event that Tenant or an affiliate of Tenant is the manager of, or providing management services for, the Project or any portion thereof, such party shall not be deemed a “Landlord Party”) for purposes of this Lease. Tenant agrees that except as expressly set forth herein, neither Landlord nor any Landlord Party will be liable for any loss, injury, death or damage to persons, property, or Tenant’s business resulting from theft, acts of God, public enemy, injunction, riot, strike, insurrection, war, terrorism, court order, requisition, order of governmental body or authority, fire, explosion or falling objects; any accident or occurrence in the Premises or any other portion of the Project; any breakage or defect in or failure of utility services to the Premises or any equipment, pipes, sprinklers, wiring, plumbing, HVAC or lighting fixtures of any Building, whether any of the foregoing is foreseen or unforeseen or occurs prior to or after the Effective Date, unless such death, injury, loss, or damage results from the gross negligence or willful misconduct of a Landlord Party. Except for losses, claims, actions, damages, liabilities and expenses arising as a result of Landlord’s gross negligence or willful misconduct, Tenant agrees to indemnify Landlord and hold it harmless from and against any and all loss, claims, actions, damages, liability, and expense of any kind whatsoever (including reasonable attorneys’ fees and costs at all tribunal levels), whether foreseen or unforeseen and whether occurring prior to or after the Effective Date, arising from any occurrence in, upon, or at the Premises, or the occupancy, use, or improvement by Tenant or its officers, directors, members, managers, parent, subsidiaries, affiliates, agents, employees, representatives or invitees (each a “Tenant Party”) of the Project or any part thereof, or occasioned wholly or in part by any act or omission of Tenant or any Tenant Party or by anyone permitted to be on the Project or any part thereof by Tenant ...
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Nonliability; Indemnity. No Trustee, Beneficiary or Secretary shall be liable to any person for any act or omission made in any capacity in connection with the Trust, or the administration, including acts or omissions of any agent, except for liability due to intentional or willful misconduct or misfeasance or breach of fiduciary duty. No Trustee, whether original or successor or substitute, shall at any time be required to give or file any bond in order to qualify or continue as such Trustee, unless the giving of such bond be directed by the Trustees, in which event the cost of such bond shall be considered and treated as an expense of the Trust. The Beneficiaries acknowledge that any actions by the Trustees or the Secretary are performed merely as an accommodation to the Beneficiaries. Consequently, the Beneficiaries hereby agree to and hereby do indemnify and hold harmless the Trustees and the Secretary, and their respective successors, assigns, and legal representatives, from any and all liabilities, damages, judgments, actions, causes of action, claims or demands or any costs or charges related thereto (including any attorneys’ fees), in any way arising from any action or inaction by the Trustees or Secretary in connection with any terms or conditions of this Agreement to the greatest extent permitted by law, except for any liability caused by intentional or willful misconduct or misfeasance or breach of fiduciary duty.
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Related to Nonliability; Indemnity

  • 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.

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

  • Limitation of Liability; Indemnity (a) Neither the Sole Member nor the Manager will be personally liable for monetary damages for any action taken as a member or manager, or for any failure to take any action, and neither the Sole Member nor the Manager shall be liable for any debts, obligations or liabilities of the Company whether arising in tort, contract or otherwise, solely by reason of being a member or manager.

  • Limitation on Liability; Indemnification (a) Rise assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Rise and its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise, will not be liable to the Manager or the Manager’s stockholders, partners or members for any acts or omissions by any such Person (including errors that may result from ordinary negligence, such as errors in the investment decision making process or in the trade process) performed in accordance with and pursuant to this Agreement, except by reason of acts or omission constituting bad faith, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement, as determined by a final non-appealable order of a court of competent jurisdiction. The Manager shall, to the full extent lawful, reimburse, indemnify and hold harmless Rise, its Affiliates, and any of their members, stockholders, managers, partners, personnel, officers, directors, employees, consultants and any person providing advisory or sub-advisory services to Rise (each, a “Rise Indemnified Party”), of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (collectively “Losses”) incurred by the Rise Indemnified Party in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Manager or its security holders) arising from any acts or omissions of such Rise Indemnified Party performed in good faith under this Agreement and not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties of such Rise Indemnified Party under this Agreement.

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

  • Limited Liability Indemnification (a) Notwithstanding anything to the contrary in this Agreement, and except to the extent required by applicable law, no Indemnitee shall be liable to the Partnership or any Partner for any action taken or omitted to be taken by such Indemnitee in its capacity as a person of the type described in the definition of the term, “Indemnitee,” provided that such Indemnitee acted in good faith and such action or omission does not involve the gross negligence or willful misconduct of such Indemnitee. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that an Indemnitee did not act in good faith or that an action or omission involves gross negligence or willful misconduct.

  • Standard of Care; Limitation of Liability; Indemnification (a) ALPS shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement.

  • Liability Exculpation and Indemnification Liability. Except as otherwise provided by the Act, all debts, obligations and liabilities of the Company (including, without limitation, under a judgment, decree or order of a court), whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Exculpation. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence, willful misconduct or willful breach of this Agreement.

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