Liabilities and Indemnifications. 13.1 Nothing in this Agreement shall be construed as excluding or limiting a Party’s liability hereunder for Losses (including reasonable legal costs, expenses and fees) incurred by the other Party resulting from:
Liabilities and Indemnifications. 13.1 The Joint Bookrunners, any enterprise affiliated with any of the Joint Bookrunners, as well as any person deemed to have decisive influence on any of the Joint Bookrunners or controlling any of the Joint Bookrunners (inter alia within the meaning of the U.S. Securities Exchange Act of 1934) and the management bodies, managing employees and other employees of any of the Joint Bookrunners, any enterprise affiliated with any of the Joint Bookrunners and any person deemed to have decisive influence on any of the Joint Bookrunners, shall not be under any liability (except for wilful misconduct (Vorsatz)) for or in respect of: the validity or value of, or title to, any New Shares; the form of, or the statements contained in or omitted from, or the validity of, any preliminary or final Offer Document, any amendment or supplement thereto, any document or information which may be attached to and made a part of, any of them, or any letters or instruments executed by or on behalf of the Company or others; the form or validity of the Underwriting Agreement, this Agreement or any other documents relating to the Offering; the delivery of the New Shares and the performance of the Company or others of any agreement on their respective parts; the qualification for sale of the New Shares under the laws of any jurisdiction or the right of each Underwriter or any other person to offer or sell the New Shares in any jurisdiction; the termination of the Underwriting Agreement; or any matter in connection with any of the foregoing.
Liabilities and Indemnifications. (a) Custodian shall not be liable for any action taken in good faith upon any proper instructions herein described or certified copy of any resolution of, the Board of Directors, and may rely on the genuineness of any such document which it may in good faith believe to have been validly executed.
Liabilities and Indemnifications. (a) Custodian shall not be liable for any action taken in good faith upon any proper instructions herein described or pursuant to a certified copy of any resolution of the Managing General Partners of the Fund, and may rely on the genuineness of any such document which it may in good faith believe to have been validly executed.
Liabilities and Indemnifications. (a) Custodian shall not be liable for any action taken in good faith upon any proper instructions herein described or certified copy of any resolution of, the Board of Trustees of the Trust, and may rely on the genuineness of any such document which it may in good faith believe to have been validly executed. (b) The Trust agrees to indemnify and hold harmless the Custodian and its nominee from all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) incurred or assigned against it or its nominee in connection with the performance of this Agreement, except such as may arise from negligent action, negligent failure to act or willful misconduct of Custodian or its nominee.
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Liabilities and Indemnifications. (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IF CLOSING SHALL OCCUR, FROM AND AFTER THE CLOSING DATE, EXCEPT AS OTHERWISE PROVIDED IN ARTICLES 6.2, 6.3, OR 6.4, BUYER SHALL CAUSE THE LP TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SELLERS, THEIR OFFICERS, DIRECTORS AND EMPLOYEES AND AFFILIATES, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, SUITS, LIABILITIES, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND OTHER COSTS OF LITIGATION), AND ANY FINES, PENALTIES AND ASSESSMENTS, ARISING OUT OF CLAIMS BY PERSONNEL THAT ARISE PRIOR TO, ON, OR AFTER THE CLOSING DATE, BUT ONLY TO THE EXTENT THAT SUCH CLAIMS RELATE TO THEIR PERIOD OF EMPLOYMENT WITH, OR THE TERMINATION OF THEIR EMPLOYMENT FROM THE LP; PROVIDED, HOWEVER, THAT THIS ARTICLE 12.5 SHALL NOT LIMIT SELLERS' OBLIGATIONS UNDER ARTICLE 10.5 OR BUYER'S RIGHTS WITH RESPECT TO ARTICLE 8.2.
Liabilities and Indemnifications. 5.1 Non-Assumption of Liabilities by Purchaser: Purchaser shall not assume, be liable for or obligated in any way for any debts, liabilities, commitments, or obligations of the Seller (or its predecessors) of any kind or nature whatsoever, whether absolute or contingent, liquidated or unliquidated, and whether or not accrued, matured, known or suspected ("Seller's Obligations") arising from the operation of the Club or the ownership of the Property prior to Closing, except for obligations arising under contracts which Purchaser agrees to assume in writing. It is further agreed and recognized that Seller, in disposing of the Property, does not assume any responsibility or liability whatsoever for any commitments, obligations, or debts incurred by Purchaser, its successors, arising from the ownership of the Property subsequent to the Closing, regardless of whether fixed, accrued or contingent. Seller shall remain fully and solely liable with respect to all of the Seller's Obligations. With regard to any Federal, State, or Local taxes (other than real estate taxes for the current year, which are to be prorated at Closing), Purchaser does not assume and shall not in any way be responsible or liable for such taxes, and the Assets and the Real Property shall not be subject to such taxes.
Liabilities and Indemnifications a. Bank shall not be liable for any action taken in good faith upon any proper instructions herein described or certified copy of any resolution of, the Board of Directors/Trustee/General Partner, and may rely on the genuineness of any such document which it may in good faith believe to have been validly executed.
Liabilities and Indemnifications. (1) For the purposes of this Clause, the “Indemnifying Party” shall mean Bitkub or the User who is obligated to indemnify the other party of whom is entitled to indemnification or the “Indemnified Party” as stipulated hereunder.
