RESPONSIBILITY AND INDEMNIFICATION. (a) The Administrator shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without gross negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, advice of the Fund, or of counsel for the Fund and upon statements of the Fund's independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the Administrator, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties.
RESPONSIBILITY AND INDEMNIFICATION. The Company will exercise its best judgment in the conduct of all matters arising under this Subscription Agreement. The undersigned acknowledges that he understands the meaning and legal consequences of the representations and warranties contained herein, and he hereby agrees to indemnify and hold harmless the Company, its officers, directors, shareholders and employees, and any of their affiliates and their officers, directors, shareholders and employees, or any professional advisor or entity thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees, to which said entities and persons may be put or which they may incur by reason of, or in connection with, any misrepresentation made by the Investor, any breach of any of his warranties, or his failure to fulfill any of his covenants or agreements under this Subscription Agreement.
RESPONSIBILITY AND INDEMNIFICATION. In providing services pursuant to this Agreement, PFPC shall exercise reasonable care, prudence and diligence (such as a person having responsibility for the safekeeping of Foreign Assets would exercise). PFPC will indemnify a Fund with respect to the services set forth in this Agreement for the losses, liabilities and expenses suffered by the Fund as a result of PFPC's (a) failure to exercise such reasonable care, prudence and diligence (such as a person having responsibility for the safekeeping of Foreign Assets would exercise), and (b) willful misfeasance, bad faith, negligence or reckless disregard in carrying out its duties and obligations under this Agreement, provided that in no event will PFPC be liable to a Fund for any indirect, special or consequential losses or damages (regardless of whether PFPC was aware of the possibility thereof). Each Fund will indemnify PFPC for losses, liabilities and expenses suffered by PFPC with respect to the matters set forth in this Agreement, except that a Fund will not indemnify PFPC for such losses, liabilities and expenses arising out of PFPC's (a) failure to exercise reasonable care, prudence and diligence (such as a person having responsibility for the safekeeping of Foreign Assets would exercise) in providing services to such Fund under this Agreement, or (b) willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations in providing services to such Fund under this Agreement, provided that in no event will the Fund be liable for any indirect, special or consequential losses or damages (regardless of whether the Fund was aware of the possibility thereof).
RESPONSIBILITY AND INDEMNIFICATION. (a) The Transfer Agent shall be held to the exercise of reasonable care in carrying out the provisions of the Agreement, but shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence, bad faith, willful misconduct or reckless disregard of its duties hereunder. It shall be entitled to rely upon and may act upon the accounting records and reports generated by the Fund, other than those prepared by Integrity Fund Services, LLC (“IFS”), advice of the Fund, other than advice of IFS, or advice of counsel for the Fund and upon statements of the Fund’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of the Transfer Agent, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without negligence, bad faith, willful misconduct or reckless disregard of its duties.
RESPONSIBILITY AND INDEMNIFICATION. 10.1 Shipper hereby agrees to defend, indemnify and hold harmless Carrier, its officers, directors, employees, agents, subcontractors and affiliates, from and against any and all claims, liabilities, damages, costs and expenses (including costs of defense, settlement and reasonable attorney, consultant or other professional fees and the reasonable cost of investigation, response, containment and cleanup) which Carrier may incur, become responsible for, or pay out as a result of death or personal injury to any person, loss of or damage to property, contamination of or adverse effects to the environment caused by or arising out of caused by or arising out of (a) breach by Shipper of any of its obligations, representations or warranties herein or in the applicable tariff, (b) any negligence or willful misconduct of Shipper, (c) any events pertaining to any cargo that occur either before Carrier takes possession of that cargo at loading or after Carrier relinquishes possession of that cargo on discharge of that cargo onto trucks nominated by Shipper, or otherwise discharges the cargo at Shipper’s premises or at a hazardous waste disposal site in conformity with this Agreement or the applicable tariff, (d) all disposal fees, expenses, or liabilities connected with any disposal of any of the Shipment by Carrier at a hazardous waste disposal site pursuant to Section 3.4 above, or (e) environmental pollution caused by the Waste Materials, or expenses, costs, or liabilities incurred due to a threatened release of any of the Waste Materials that occurs, except to the extent such release or threatened release is caused, in whole or in part, by the lashings of the relevant shipping containers on a carrying vessel not holding, a carrying vessel collision or grounding, a sinking of carrying vessel, or an escape or threatened escape of any of the Waste Materials from the shipping container due to a cause external to them, provided however, such agreement to defend, indemnify and hold harmless shall not apply to the extent such claims or damages are caused by Carrier's negligence or willful misconduct. Shipper agrees to accept full responsibility for all aspects of the shipment of the Waste Materials, notwithstanding the fact that other parties may be involved in the shipment in other capacities, including generator of the Waste Materials or consignee. Shipper shall, at the option of Carrier, defend Carrier at Shipper's sole expense in any litigation involving the same, p...
RESPONSIBILITY AND INDEMNIFICATION. All work to be performed by Seller hereunder and all goods and/or services to be furnished or rendered shall be performed, furnished or rendered entirely at the risk of Seller and Seller shall defend, indemnify and hold harmless Purchaser its affiliates, subsidiaries or parent corporation, their divisions, agents, servants, representatives, and employees, respectively from and against any and all loss (including without limitation, loss of use) liability, claims demands, action and/or expenses connected with any thereof (including without limitation, attorney’s fees) or whatsoever nature on account of any and all damages to or loss or destruction of any property (including property of Purchaser) or injury or death of any person (including without limitation, employees of Purchaser) arising directly or indirectly out of, or in connection with the performance of work, furnishing of goods or rendering of services by Seller hereunder. Without limiting the generality of the foregoing. Xxxxxx agrees to indemnify and hold Purchaser harmless from and against all claims and liens of any and all persons based upon furnishing or labor and/or materials in connection with the goods sold and/or services rendered by Seller hereunder.
RESPONSIBILITY AND INDEMNIFICATION. 19.1 The Supplier is solely responsible for the quality of the services that it provides. The Company's approval for the services in whole or in part, does not exempt the Supplier from its full professional responsibility and, confirmation as aforementioned, does not impose any liability on the Company relating to the quality of the services.
RESPONSIBILITY AND INDEMNIFICATION. 23.1 The Lessor and/or the managing company and whoever acts in their name or on their behalf shall not be responsible, in any way, to any damage and/or expense incurred by the Lessee and/or whoever acts on its behalf and/or to its business and/or to its property, including, and without derogating the generality of the provision, damage or loss caused by the entry of the Lessor and/or the managing company or whoever acts on their behalf to the leased premises for a purpose of the purposes detailed in this agreement, unless the damage is caused due to the negligence of the Lessor or the managing company or their employees towards the Lessee.
RESPONSIBILITY AND INDEMNIFICATION. No member of the Board of Directors or any committee thereof shall be liable to the Corporation, you or any third party for any action or determination made in good faith with respect to this Agreement and the Award hereunder, or for any matter as to which the Corporation's articles of incorporation or code of regulations, or any valid contract between the Corporation and such member, limits or negates the liability of Directors. Such members shall be entitled to indemnification and reimbursement in the manner provided in the Corporation's articles of incorporation and code of regulations, in any valid contract between the Corporation and such member, and under any directors' and officers' liability insurance coverage which may be in effect from time to time.
RESPONSIBILITY AND INDEMNIFICATION. The Company will exercise its best judgment in the conduct of all matters arising under this Subscription Agreement. The undersigned acknowledges that he understands the meaning and legal consequences of the representations and warranties contained herein, and he hereby agrees to indemnify and hold harmless the Company, its officers, directors, shareholders and employees, and any of their affiliates and their officers, directors, shareholders and employees, or any professional advisor or entity thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees, to which said entities and persons may be put or which they may incur by reason of, or in connection with, any misrepresentation made by the Investor, any breach of any of his warranties, or his failure to fulfill any of his covenants or agreements under this Subscription Agreement. The Company hereby agrees to indemnify and hold harmless the undersigned, its officers, directors, managers, shareholders, members, partners and employees, and any of their affiliates and their officers, directors, managers, shareholders, members, partners and employees, or any professional advisor or entity thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees, to which said entities and persons may be put or which they may incur by reason of, or in connection with, any misrepresentation made by the Company, any breach of any of his warranties, or his failure to fulfill any of his covenants or agreements under this Subscription Agreement.
