The Administrator's Liability Sample Clauses

The Administrator's Liability. The Administrator and its directors, officers and employees who serve as directors and officers of the Company assume no liability for anything other than to render or stand ready to render the services specifically called for herein, and neither the Administrator nor any of its directors, officers, employees or subsidiaries or Persons controlling, controlled by or under common control or affiliated with the Administrator shall be responsible for any action of the Company under any of the Company Documents or Operative Agreements to which the Company is a party. Neither the Administrator nor any director, officer or employee of the Administrator who serves as a director or officer of the Company shall be liable for or shall have any obligation with regard to any of the liabilities, whether direct or indirect, absolute or contingent, of the Company in connection with such Company Documents or Operative Agreements, instruments or documents. The directors, officers and employees of the Administrator who serve as directors and officers of the Company shall act in accordance with the standards of conduct imposed on officers and directors under Delaware law. Notwithstanding anything to the contrary contained in this Section 4, the Administrator hereby agrees that if it or any of its officers, employees, directors or agents shall fail to observe any of its obligations under this Agreement and as a result of such failure the Company incurs (whether as a result of any action so taken or omitted to be taken in violation of terms hereof) any costs, expenses, actions, suits, judgments, demands, damages, losses or liabilities (including, without limitation, reasonable attorneys' fees and expenses) (collectively, the "Indemnified Expenses"), then the Administrator shall indemnify and hold harmless the Company for such Indemnified Expenses; provided, however, that the Administrator shall only be liable for any such Indemnified Expense to the extent arising in connection with, or as a result of, its or its officers', employees', directors' or agents' negligence or willful misconduct or its or their failure to comply with the Services Standard. The indemnities set forth in the preceding sentence shall survive the termination of this Agreement.